Ontario Securities Commission Bulletin

Issue 31/16s3 - April 18, 2008

Ont. Sec. Bull. Issue 31/16s3

Table of Contents

PROPOSED REPEAL AND REPLACEMENT OF MULTILATERAL INSTRUMENT 52-109 CERTIFICATION OF DISCLOSURE IN ISSUERS' ANNUAL AND INTERIM FILINGS

CSA Notice

Appendix A -- Blacklined Versions of Proposed Documents

Appendix B -- List of Commenters

Appendix C -- Summary of Comments

Appendix D -- Amendment Instrument for Form 51-102F1 Management's Discussion & Analysis

Proposed National Instrument 52-109 and Forms

Proposed Companion Policy 52-109CP

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CSA Notice

NOTICE AND REQUEST FOR COMMENTS

PROPOSED REPEAL AND REPLACEMENT OF

MULTILATERAL INSTRUMENT 52-109 CERTIFICATION OF DISCLOSURE

IN ISSUERS' ANNUAL AND INTERIM FILINGS

1. PURPOSE OF NOTICE

We, the Canadian Securities Administrators (CSA), are publishing for a 60-day comment period the following documents:

• National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (the Proposed Instrument);

• Forms 52-109F1, 52-109FV1, 52-109F1 -- IPO/RTO, 52-109F1R, 52-109F1 -- AIF, 52-109F2, 52-109FV2, 52-109F2 -- IPO/RTO and 52-109F2R (together, the Proposed Forms); and

• Companion Policy 52-109CP Certification of Disclosure in Issuers' Annual and Interim Filings (the Proposed Policy, and together with the Proposed Instrument and the Proposed Forms, the Proposed Materials).

The Proposed Materials are a revision of the previously proposed materials that CSA members published for comment on March 30, 2007 (the March 2007 Proposed Materials).

The comment period in connection with the March 2007 Proposed Materials expired on June 28, 2007. We received 53 comment letters, and held four roundtable discussions across the country to capture the views of smaller issuers. After extensive review and consideration of the comments received, we have decided to make significant revisions to certain aspects of the March 2007 Proposed Materials. Certain of these revisions were previously described in CSA Notice 52-319 Status of Proposed Repeal and Replacement of Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, released on November 23, 2007.

The Proposed Materials will, if adopted, replace the following documents currently in effect:

• Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (the Current Instrument);

• Forms 52-109F1, 52-109FT1, 52-109F2 and 52-109FT2 (together, the Current Forms); and

• Companion Policy 52-109CP Certification of Disclosure in Issuers' Annual and Interim Filings (the Current Policy, and together with the Current Instrument and Current Forms, the Current Materials).

The Current Instrument came into force in all CSA jurisdictions except British Columbia, Quebec and New Brunswick on March 30, 2004. The Current Instrument came into force in Quebec on June 30, 2005, in New Brunswick on July 28, 2005, and in British Columbia on September 19, 2005.

The Current Materials continue to be in force in all jurisdictions. If the Proposed Materials are adopted, they will replace the Current Materials.

2. OUTLINE OF NOTICE

1. Purpose of notice

2. Outline of notice

3. Publishing jurisdictions

4. Background

5. Summary of changes to the March 2007 Proposed Materials

6. Related instruments and consequential amendments

7. Authority -- Ontario

8. Summary of written comments received by the CSA

9. Alternatives considered

10. Reliance on unpublished studies, etc.

11. Withdrawal of notice

12. Comments

13. Questions

Appendices

Appendix A	Blacklined versions of the Proposed Materials showing changes to the March 2007 Proposed Materials

Appendix B	List of commenters

Appendix C	Summary of Public Comments and CSA Responses on the March 2007 Proposed Materials

Appendix D	Amendment Instrument for Form 51-102F1 Management's Discussion & Analysis of National Instrument 51-
	102 Continuous Disclosure Obligations

3. PUBLISHING JURISDICTIONS

The Proposed Materials are initiatives of the securities regulatory authorities in all Canadian jurisdictions. If adopted, the Proposed Instrument and the Proposed Forms are expected to be adopted as:

• a rule in each of British Columbia, Alberta, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia and Newfoundland and Labrador;

• a Commission regulation in Saskatchewan;

• a policy in each of Prince Edward Island and Yukon; and

• a code in each of the Northwest Territories and Nunavut.

We expect that the Proposed Policy, if adopted, will be adopted as a policy in all Canadian jurisdictions.

4. BACKGROUND

The Current Materials require an issuer's chief executive officer (CEO) and chief financial officer (CFO), or persons performing similar functions to a CEO or CFO (certifying officers), to personally certify that, among other things:

• the issuer's annual filings and interim filings do not contain any misrepresentations;

• the financial statements and other financial information in the annual filings and interim filings fairly present the financial condition, results of operations and cash flows of the issuer;

• they have designed disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), or caused them to be designed under their supervision;

• they have caused the issuer to disclose in its MD&A any change in the issuer's ICFR that has materially affected the issuer's ICFR; and

• on an annual basis they have evaluated the effectiveness of the issuer's DC&P and caused the issuer to disclose their conclusions about the effectiveness of DC&P in the issuer's MD&A.

In November 2007, certain CSA jurisdictions, as indicated in the table below, issued blanket orders that had the effect of modifying the current requirements as they apply to venture issuers. As a result of these blanket orders, venture issuers in these jurisdictions may file interim and annual certificates for periods ending on or after December 31, 2007 in a form that does not require the CEO and the CFO to certify that they have designed and evaluated the effectiveness of DC&P or designed ICFR. Please refer to the following blanket orders issued by these jurisdictions for more information.

Jurisdiction	Instrument	Effective Date
BC	BCI 52-511	November 23, 2007
	Relief for venture issuers from certain certification
	requirements
AB	MI 52-109 Exemptive Relief, 2007 ABASC 836 Certain	November 23, 2007
	Certification Requirements: Relief for Venture Issuers
SK	GRO 52-905 Relief from Certification Requirements in	November 27, 2007
	National Instrument 52-109
MB	Blanket Order No. 52-501	November 23, 2007
	Relief for Venture Issuers from Certain Certification
	Requirement
QC	DÉCISION Nº 2007-PDG-0203	November 23, 2007
	Règlement 52-109 sur l'attestation de l'information
	présentée dans les documents annuels et
	intermédiaires des émetteurs
NL	Blanket Order 55	December 17, 2007
	In the Matter of Certain Certification Requirements:
	Relief for Venture Issuers
NB	Blanket Order 52-501	November 26, 2007
	In the Matter of Certification Requirements:
	Relief for Venture Issuers
NS	Blanket Order No. 52-501	December 10, 2007
	In the Matter of Certification Requirements:
	Relief for Venture Issuers
PE	Blanket Order No. 52-501	March 17, 2008
	In the Matter of Certain Certification Requirements:
	Relief for Venture Issuers
NT	Blanket Order No. 10	January 23, 2008
	In the Matter of Multilateral Instrument 52-109
	Certification of Disclosure in Issuers' Annual and
	Interim Filings

Similar blanket order relief is not necessary for venture issuers in Yukon and Nunavut because the Current Instrument is a policy rather than a rule in these jurisdictions. Accordingly, a venture issuer may file certificates in these jurisdictions in the form prescribed by the other CSA jurisdictions' blanket orders for financial years and interim periods ending on or after December 31, 2007.

Please refer to Ontario Securities Commission Staff Notice 52-717 Certification of Annual and Interim Certificates -- Venture Issuer Basic Certificates for more information as to the applicable requirements in Ontario.

For further background on the March 2007 Proposed Materials refer to the CSA Staff Notice and Request for Comments published on March 30, 2007.

5. SUMMARY OF CHANGES TO THE MARCH 2007 PROPOSED MATERIALS

Significant proposed amendments

The significant proposed changes to the March 2007 Proposed Materials, as reflected in the Proposed Materials, are as follows:

• A new form of certificate for venture issuers, called a "venture issuer basic certificate" does not include representations relating to the establishment and maintenance of DC&P and ICFR;

• Non-venture issuers are required to use a control framework in the design of ICFR;

• The threshold for reporting a weakness in ICFR is a "material weakness" rather than the previous concept of "reportable deficiency";

• An issuer does not have to remediate a material weakness; however, an issuer must disclose its plans, if any, to remediate a material weakness;

• An issuer may limit the scope of its design of DC&P and ICFR to exclude controls, policies and procedures of a business that the issuer acquired not more than 365 days before the end of the financial period to which the certificate relates; this compares to a 90-day period in the March 2007 Proposed Materials;

• We have increased the extent of guidance included in the Companion Policy.

These changes are described in more detail below.

Venture Issuer Basic Certificate

We have decided to remove the requirement for venture issuers to design and evaluate DC&P and ICFR. As a result of this change,

• Certifying officers of venture issuers are no longer required to include representations in their certificates relating to the establishment and maintenance of DC&P and ICFR.

• The venture issuer basic certificate includes a note to reader explaining how it differs from the full certificate required to be filed by reporting issuers other than venture issuers.

• A venture issuer filing a basic certificate is no longer required to discuss in its annual or interim MD&A the design or operating effectiveness of DC&P or ICFR. If a venture issuer files a basic certificate and chooses to discuss the design or operation of one or more components of its DC&P or ICFR, we suggest that the issuer include a discussion in its MD&A that is similar to the disclosure in the note to reader on its venture issuer basic certificate.

• Venture issuers that wish to do so may choose to file full certificates.

Control framework

A non-venture issuer must use a control framework to design the issuer's ICFR. We believe this is appropriate now that the requirement to design ICFR only applies to non-venture issuers.

Control frameworks commonly in use include:

(a) the Risk Management and Governance: Guidance on Control (COCO Framework), formerly known as Guidance of the Criteria of Control Board, published by The Canadian Institute of Chartered Accountants;

(b) the Internal Control -- Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO); and

(c) the Guidance on Internal Control (Turnbull Guidance) published by The Institute of Chartered Accountants in England and Wales.

A smaller issuer can also refer to Internal Control over Financial Reporting -- Guidance for Smaller Public Companies published by COSO, which provides guidance to smaller public companies on the implementation of the COSO Framework.

Material Weakness

Based on comments we received, we have decided to replace the concept of "reportable deficiency" which we proposed in the March 2007 Proposed Materials, with the concept of "material weakness".

The definition of "material weakness" in the Proposed Instrument, which is the same as the corresponding U.S. definition, is as follows:

"material weakness" means a deficiency, or a combination of deficiencies, in ICFR such that there is a reasonable possibility that a material misstatement of the reporting issuer's annual or interim financial statements will not be prevented or detected on a timely basis.

Under the Proposed Instrument, if a non-venture issuer determines it has a material weakness which exists as at the end of the period covered by its annual or interim filings, as the case may be, it must disclose in its annual or interim MD&A for each material weakness:

• a description of the material weakness;

• the impact of the material weakness on the issuer's financial reporting and its ICFR; and

• the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.

Scope limitations

An issuer may limit the scope of its design of DC&P and ICFR to exclude controls, policies and procedures of a business that the issuer acquired not more than 365 days (formerly 90 days in the March 2007 Proposed Materials) before the end of the financial period to which the certificate relates.

Extent of guidance

As requested in the comments and roundtable discussions, the Companion Policy contains new guidance on various topics, including:

• Self-assessments -- The guidance indicates that a certifying officer's self-assessment, in certain circumstances, would provide sufficient evidence since the certifying officer signs the certificate.

• Compensating controls & mitigating procedures -- Guidance is provided to assist certifying officers in determining whether a deficiency is addressed by a compensating control or a mitigating procedure and how that determination affects their conclusions on the effectiveness of ICFR.

• Use of a service organization or specialist for an issuer's ICFR -- Further guidance is provided relating to the use of service auditor reports and procedures to consider when using the work of a specialist.

• Weakness in DC&P -- Guidance is provided for situations where the certifying officers identify a weakness in the design or operation of DC&P that is significant and exists as at the period end date.

• Disclosure of an external auditor report on ICFR -- Guidance is provided on filing a copy of the internal control audit report if an issuer refers, in a continuous disclosure document, to an audit report relating to the issuer's ICFR, prepared by its external auditor.

We have attached to this notice, as Appendix A, blacklines showing changes made to the March 2007 Proposed Materials.

Proposed effective date

The proposed effective date of the Proposed Instrument, which will apply to all reporting issuers other than investment funds, is December 15, 2008.

6. RELATED INSTRUMENTS AND CONSEQUENTIAL AMENDMENTS

The Proposed Materials are related to:

• National Instrument 51-102 Continuous Disclosure Obligations;

• National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers;

• National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency;

• National Instrument 52-108 Auditor Oversight; and

• National Instrument 52-110 Audit Committees.

We are also publishing for comment in connection with the publication of the Proposed Materials proposed consequential amendments to Form 51-102F1 Management's Discussion & Analysis of National Instrument 51-102 Continuous Disclosure Obligations. The proposed amendment instrument for this form is attached as Appendix D.

7. AUTHORITY -- ONTARIO

The following provisions of the Securities Act (Ontario) (the Act) provide the Ontario Securities Commission (the Commission) with authority to adopt the Proposed Materials:

• Paragraph 143(1) 10 authorizes the Commission to make rules prescribing requirements in respect of the books, records and other documents required by subsection 19(1) of the Act to be kept by market participants, including the form in which and the period for which the books, records and other documents are to be kept;

• Paragraph 143(1) 22 authorizes the Commission to make rules prescribing requirements in respect of the preparation and dissemination and other use, by reporting issuers, of documents providing for continuous disclosure that are in addition to the requirements under the Act;

• Paragraph 143(1) 24 authorizes the Commission to make rules requiring issuers or other persons to comply, in whole or in part, with the continuous disclosure filing requirements;

• Paragraph 143(1) 25 authorizes the Commission to make rules prescribing requirements in respect of financial accounting, reporting and auditing for the purposes of the Act, the regulations and the rules;

• Paragraph 143(1) 39 authorizes the Commission to make rules requiring or respecting the media, format, preparation, form, content, execution, certification, dissemination and other use, filing and review of all documents required under or governed by the Act, the regulations or the rules and all documents determined by the regulations or the rules to be ancillary to the documents, including financial statements, proxies and information circulars;

• Paragraph 143(1) 39.1 authorizes the Commission to make rules governing the approval of any document described in paragraph 143(1) 39 of the Act;

• Paragraphs 143(1) 58 and 59 authorize the Commission to make rules requiring reporting issuers to devise and maintain systems of DC&P and internal controls, the effectiveness and efficiency of their operations, including financial reporting and asset control; and

• Paragraphs 143(1) 60 and 61 authorize the Commission to make rules requiring chief executive officers and chief financial officers of reporting issuers to provide certification relating to the establishment, maintenance and evaluation of the systems of DC&P and internal controls.

8. SUMMARY OF WRITTEN COMMENTS RECEIVED BY THE CSA

The March 2007 Proposed Materials were published for a 90-day comment period on March 30, 2007.

During the comment period, we received written submissions from 53 commenters, and held roundtable discussions across the country. We have considered the comments received and thank all the commenters. The names of the commenters are contained in Appendix B of this notice and a summary of their comments, together with the CSA responses, are contained in Appendix C of this notice.

9. ALTERNATIVES CONSIDERED

The proposed repeal and replacement of the Current Materials with the Proposed Materials are intended to improve the effectiveness of the current internal controls reporting regime, which we believe will better serve issuers, investors and other market participants. We believe the Proposed Materials will also contribute towards achieving our objectives to improve quality, reliability and transparency of financial reporting while balancing the costs and benefits associated with the internal control reporting requirements.

We did not consider other alternatives.

10. RELIANCE ON UNPUBLISHED STUDIES, ETC.

In developing the Proposed Materials, we did not rely upon any significant unpublished study, report or other written materials.

11. WITHDRAWAL OF NOTICES

The following notice is no longer required and we therefore withdraw it in all Canadian jurisdictions in which it was published:

• CSA Notice 52-319 Status of Proposed Repeal and Replacement of Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings

12. COMMENTS

We invite interested parties to make written submissions on the Proposed Materials. We will consider submissions received by June 17, 2008. Due to timing concerns, we will not consider comments received after the deadline.

Please address your submissions to the following securities regulatory authorities:

British Columbia Securities Commission

Alberta Securities Commission

Saskatchewan Financial Services Commission

Manitoba Securities Commission

Ontario Securities Commission

Autorité des marchés financiers

Nova Scotia Securities Commission

New Brunswick Securities Commission

Office of the Attorney General, Prince Edward Island

Securities Commission of Newfoundland and Labrador

Registrar of Securities, Government of Yukon

Registrar of Securities, Department of Justice, Government of the Northwest Territories

Registrar of Securities, Legal Registries Division, Department of Justice, Government of Nunavut

Please deliver your comments to the addresses below. Your comments will be distributed to the other participating CSA members.

John Stevenson, Secretary

Ontario Securities Commission

20 Queen Street West

Suite 1900, Box 55

Toronto, Ontario M5H 3S8

Fax: (416) 593 8145

E-mail: jstevenson@osc.gov.on.ca

Me Anne-Marie Beaudoin

Corporate Secretary

Autorité des marchés financiers

800, square Victoria, 22e étage

C.P. 246, tour de la Bourse

Montréal (Québec) H4Z 1G3

Fax: 514-864-6381

E-mail: consultation-en-cours@lautorite.qc.ca

If you do not submit your comments by e-mail, provide a diskette containing the submissions in MS Word format.

We cannot keep submissions confidential because securities legislation in certain provinces requires that a summary of the written comments received during the comment period be published.

13. QUESTIONS

Please refer your questions to any of:

Ontario Securities Commission

John Carchrae	Marion Kirsh
Chief Accountant	Associate Chief Accountant
(416) 593 8221	(416) 593 8282
jcarchrae@osc.gov.on.ca	mkirsh@osc.gov.on.ca

Sandra Heldman	Paul Hayward
Senior Accountant, Corporate Finance	Senior Legal Counsel, Corporate Finance
(416) 593 2355	(416) 593 3657
sheldman@osc.gov.on.ca	phayward@osc.gov.on.ca

British Columbia Securities Commission

Carla-Marie Hait	Sheryl Thomson
Chief Accountant, Corporate Finance	Senior Legal Counsel, Corporate Finance
(604) 899 6726	(604) 899 6778
chait@bcsc.bc.ca	sthomson@bcsc.bc.ca

Alberta Securities Commission

Fred Snell	Kari Horn
Chief Accountant	General Counsel
(403) 297 6553	(403) 297 4698
fred.snell@seccom.ab.ca	kari.horn@seccom.ab.ca

Patricia van de Sande
Securities Analyst
(403) 355 4474
patricia.vandesande@seccom.ab.ca

Manitoba Securities Commission

Bob Bouchard
Director, Corporate Finance
(204) 945 2555
bob.bouchard@gov.mb.ca

Autorité des marchés financiers

Sylvie Anctil-Bavas	Nicole Parent
Chef comptable	Analyste, Direction des marchés des capitaux
(514) 395 0337, poste 4291	(514) 395 0337, poste 4455
sylvie.anctil-bavas@lautorite.qc.ca	nicole.parent@lautorite.qc.ca

April 18, 2008

Appendix A -- Blacklined Versions of Proposed Documents

APPENDIX A

TO NOTICE AND REQUEST FOR COMMENTS

BLACKLINED VERSIONS OF THE PROPOSED MATERIALS

SHOWING CHANGES TO THE MARCH 2007 PROPOSED MATERIALS

NATIONAL INSTRUMENT 52-109

CERTIFICATION OF DISCLOSURE IN ISSUERS' ANNUAL AND INTERIM FILINGS

PART 1 -- DEFINITIONS AND APPLICATION

1.1 Definitions -- In this Instrument,

"AIF" has the meaning ascribed to it in NI 51-102;

"accounting principles" has the meaning ascribed to it in NI 52-107;

"annual certificate" means the certificate required to be filed under Part 34 or ~~Part 5.1~~section 6.1;

"annual filings" means an issuer's AIF, if any, its annual financial statements and its annual MD&A filed under securities legislation for a financial year, including for greater certainty all documents and information that are incorporated by reference in the AIF;

"annual financial statements" means the annual financial statements required to be filed under NI 51-102;

~~"asset-backed security" has the meaning ascribed to it in NI 51-102;~~

"certifying officer" means each chief executive officer and each chief financial officer of an issuer, or in the case of an issuer that does not have a chief executive officer or a chief financial officer, each ~~person~~individual performing similar functions to a chief executive officer or chief financial officer;

""DC&P" means disclosure controls and procedures~~" or "DC&P~~.

"disclosure controls and procedures" means controls and other procedures of an issuer that are designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is accumulated andcommunicated to the issuer.s management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosure;

~~"interim certificate" means the certificate required to be filed under Part 4 or Part 5.2;~~

~~"interim filings" means an issuer's interim financial statements and its interim MD&A filed under securities legislation for an interim period;~~

"interim financial statements" means the interim financial statements required to be filed under NI 51-102;

~~"interim period" has the meaning ascribed to it in NI 51-102;~~

"financial period" means a financial year or an interim period;

""ICFR" means internal control over financial reporting~~" or "ICFR~~;

"internal control over financial reporting" means a process designed by, or under the supervision of, an issuer.s certifying officers, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP and includes those policies and procedures that :

(a) ~~(a)~~ pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer,;

(b) ~~(b)~~ are designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the issuer's GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer,; and

(c) ~~(c)~~ are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the annual financial statements or interim financial statements;

"ICFR" means internal control over financial reporting;

"interim certificate" means the certificate required to be filed under Part 5 or section 6.2;

"interim filings" means an issuer's interim financial statements and its interim MD&A filed under securities legislation for an interim period;

"interim financial statements" means the interim financial statements required to be filed under NI 51-102;

"interim period" has the meaning ascribed to it in NI 51-102;

"issuer's GAAP" has the meaning ascribed to it in NI 52-107;

"marketplace" has the meaning ascribed to it in National Instrument 21-101 Marketplace Operation;

"material weakness" means a deficiency, or a combination of deficiencies, in ICFR such that there is a reasonable possibility that a material misstatement of the reporting issuer's annual or interim financial statements will not be prevented or detected on a timely basis;

"MD&A" has the meaning ascribed to it in NI 51-102;

"NI 51-102" means National Instrument 51-102 Continuous Disclosure Obligations;

"NI 52-107" means National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency;

"non-venture issuer" means a reporting issuer that is not a venture issuer;

"proportionately consolidated entity" means an entity in which an issuer has an ~~investment~~interest that is accounted for by combining, on a line-by-line basis, the issuer's pro rata share of each of the assets, liabilities, revenues and expenses of the entity with similar items in the issuer's financial statements;

"reportable deficiency" means a deficiency, or combination of deficiencies, in the design or operation of one or more controls that would cause a reasonable person to doubt that the design or operation of internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP;

"reverse takeover" has the meaning ascribed to it in NI 51-102;

"reverse takeover acquiree" has the meaning ascribed to it in NI 51-102;

"reverse takeover acquirer" has the meaning ascribed to it in NI 51-102;

"Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002 of the United States of America, Pub.L. 107-204, 116 Stat. 745 (2002);

"~~Sox~~SOX 302 Rules" means U.S. federal securities laws implementing the annual report certification requirements in section 302(a) of the Sarbanes-Oxley Act;

"~~Sox~~SOX 404 Rules" means U.S. federal securities laws implementing the internal control report requirements in sections 404(a) and (b) of the Sarbanes-Oxley Act;

"U.S. marketplace" has the meaning ascribed to it in NI 51-102;

"variable interest entity" has the meaning ascribed to it in the issuer's GAAP; and

"venture issuer" means a reporting issuer that, as at the end of the period covered by the annual or interim filings, as the case may be,

~~(a) in the case of a reporting issuer that has distributed only debt securities to the public, other than an issuer of asset-backed securities, had total assets of less than $25 million, and~~

~~(b) in the case of~~

~~(i) a reporting issuer other than a reporting issuer that has distributed only debt securities to the public, and~~

~~(ii) a reporting issuer that is an issuer of asset-backed securities,~~did not have any of its securities listed or quoted on any of : the Toronto Stock Exchange;, a U.S. marketplace ~~in the United States of America;~~, or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.

1.2 Application

(1) This Instrument applies to ~~all~~a reporting ~~issuers~~issuer other than an investment ~~funds~~fund.

(2) This Instrument applies in respect of annual filings and interim filings for financial ~~years beginning on or after March 31, 2005.~~periods ending on or after December 15, 2008.

~~PART 2 -- DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING~~

~~2.1 Design of DC&P and ICFR -- A reporting issuer must cause its certifying officers to design or supervise the design of:~~

PART 2 -- CERTIFICATION OBLIGATION

~~(a) disclosure controls and procedures; and~~

2.1 Certifying officers' certification obligation -- Each certifying officer must certify the matters prescribed by the required form that must be filed under Part 4 or Part 5.

PART 3 -- DC&P AND ICFR

~~(b) internal control over financial reporting.~~

3.1 Establishment and maintenance of DC&P and ICFR -- A non-venture issuer must establish and maintain DC&P and ICFR.

2.2 ICFR design accommodation for venture issuers3.2 MD&A disclosure of material weakness -- Despite section ~~2.1,~~3.1, if a non-venture issuer~~: (a) has a reportable deficiency relating to design~~ determines it has a material weakness which exists as at the end of the period covered by its annual or interim filings, as the case may be~~; and (b) cannot reasonably remediate the reportable deficiency~~, it must disclose in its ~~MD&A:~~annual or interim MD&A for each material weakness

~~(i) the reportable deficiency;~~

~~(ii) why the issuer cannot reasonably remediate the reportable deficiency;~~

~~(iii) the risks the issuer faces relating to the reportable deficiency; and~~

(a) a description of the material weakness;

(b) the impact of the material weakness on the issuer's financial reporting and its ICFR; and

~~(iv) whether the issuer has mitigated those risks and if so, how.~~

(c) the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.

~~2.3~~3.3 Limitations on scope of design

(1) Despite section ~~2.1 and subject to subsection (2),~~3.1, a non-venture issuer may ~~cause its certifying officers to~~ limit ~~the scope of their~~its design of DC&P ~~and~~or ICFR to exclude controls, policies and procedures of:

(a) a proportionately consolidated entity in which the issuer has an interest;

(b) a variable interest entity in which the issuer has an interest; or

(c) subject to subsection (3), a business that the issuer acquired not more than 90365 days before the end of the financial period to which the certificate relates.

(2) An issuer ~~relying on~~that limits its design of DC&P or ICFR under subsection (1) must disclose in its MD&A :

(a) the ~~scope~~ limitation; and

(b) summary financial information of the proportionately consolidated entity, variable interest entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.

(3) An issuer must not limit its design of DC&P or ICFR under paragraph (1)(c) except in the case of

(a) an annual certificate relating to the financial year in which the issuer acquired the business, and

(b) an interim certificate relating to the first, second or third interim period ending on or after the date the issuer acquired the business.

3.4 Use of a control framework for the design of ICFR

(1) A non-venture issuer must use a control framework to design the issuer's ICFR.

(2) If a venture issuer files a Form 52-109F1 or Form 52-109F2 for a financial period, the venture issuer must use a control framework to design the issuer's ICFR.

PART 34 -- CERTIFICATION OF ANNUAL FILINGS

4.1 ~~3.1~~Requirement to file

(1) A reporting issuer must file a separate annual certificate in the wording prescribed by the required form :

(a) for each ~~person~~individual who, at the time of filing the annual certificate, is a certifying officer; and

(b) signed by the certifying officer.

(2) A reporting issuer must file a certificate required under subsection (1) on the same date that the issuer files the later of the following :

(a) its AIF if it is required to file an AIF under NI 51~~-102, its AIF~~102; or

(b) its annual financial statements and annual MD&A.

(3) ~~In addition to complying with subsections 3.1(1) and (2), if~~If a venture issuer voluntarily files an AIF for a financial year after it has filed its annual financial statements, annual MD&A and annual certificates for the financial year, the venture issuer must file on the same date that it files its AIF a separate annual certificate in the wording prescribed by the required form:

(a) for each ~~person~~individual who, at the time of filing the annual certificate, is a certifying officer; and

(b) signed by the certifying officer.

(4) A reporting issuer must file a certificate required under subsection (1) or (3) separately from the documents ~~it purports to certify~~to which the certificate relates.

4.2 ~~3.2~~Required form of annual certificate

(1) The required form of annual certificate under subsection ~~3.1~~4.1(1) is

(a) Form 52-109F1.1, in the case of an issuer that is a non-venture issuer, and

(b) Form 52-109FV1, in the case of an issuer that is a venture issuer.

(2) Despite subsection (1)(b), a venture issuer may file Form 52-109F1 in the wording prescribed by that Form instead of Form 52-109FV1 for a financial year.

(3) The required form of annual certificate under subsection ~~3.1~~4.1(3) is Form 52-109F1 -- AIF.

3.3 Required4.3 Alternative form of annual certificate ~~following certain~~for first financial period after initial public ~~offerings~~offering -- Despite subsection ~~3.2~~4.2(1), an issuer may file an annual certificate in Form 52-109F1 -- IPO/RTO for athe first financial year ~~ending on or before the 90^th day after it became a reporting issuer.~~that ends after the issuer becomes a reporting issuer if

(a) the issuer becomes a reporting issuer by filing a prospectus, and

(b) the first financial period that ends after the issuer becomes a reporting issuer is a financial year.

3.4 Required4.4 Alternative form of annual certificate ~~following~~for first financial period after certain reverse takeovers -- Despite subsection ~~3.2~~4.2(1), an issuer may file an annual certificate in Form 52-109F1 -- IPO/RTO ~~if:~~for ~~(a)~~ the ~~annual certificate is for a~~first financial year ~~ending on or before the 90^th day~~that ends after the completion of a reverse takeover ~~to which it was a party; and~~if

(a) the issuer is the reverse takeover acquiree in the reverse takeover,

(b) ~~(b)~~ the reverse takeover acquirer was not a reporting issuer immediately before the reverse takeover., and

3.5 Transition period for financial years ending on or before June 29, 2006 -- Despite subsection 3.2(1), an issuer may file an annual certificate in Form 52-109FM1 for a financial year ending on or before June 29, 2006.

(c) the first financial period that ends after the completion of the reverse takeover is a financial year.

3.6 Transition period for financial years ending on or before [June 29, 2008]

4.5 Alternative form of annual certificate for first financial period after becoming a non-venture issuer -- Despite subsection ~~3.2~~4.2(1), an issuer may file an annual certificate in Form 52-109~~FMP1 for a financial year ending on or before [June 29, 2008].~~F1 -- IPO/RTO for the first financial year that ends after the issuer becomes a non-venture issuer if the first financial period that ends after the issuer becomes a non-venture issuer is a financial year.

4.6 Exception for new reporting issuers -- Despite section 4.1, a reporting issuer does not have to file an annual certificate relating to

(a) the annual financial statements required under section 4.7 of NI 51-102 for financial years that ended before the issuer became a reporting issuer; or

(b) the annual financial statements for a reverse takeover acquirer required under section 4.10 of NI 51-102 for financial years that ended before the completion of the reverse takeover.

PART 45 - CERTIFICATION OF INTERIM FILINGS

~~4.1~~5.1 Requirement to file

(1) A reporting issuer must file a separate interim certificate in the wording prescribed by the required form :

(a) for each ~~person~~individual who, at the time of filing the interim certificate, is a certifying officer; and

(b) signed by the certifying officer.

(2) A reporting issuer must file a certificate required under subsection (1) on the same date that the issuer files its interim filings.

(3) A reporting issuer must file a certificate required under subsection (1) separately from the documents ~~it purports to certify~~to which the certificate relates.

~~4.2~~5.2 Required form of interim certificate --

(1) The required form of interim certificate under subsection 5.1(1) is ~~Form 52-109F2~~.

(a) Form 52-109F2, in the case of an issuer that is a non-venture issuer, and

(b) Form 52-109FV2, in the case of an issuer that is a venture issuer.

(2) Despite subsection (1)(b), a venture issuer may file Form 52-109F2 in the wording prescribed by that Form instead of Form 52-109FV2 for an interim period.

4.3 Required5.3 Alternative form of interim certificate ~~following certain~~for first financial period after initial public ~~offerings~~offering -- Despite ~~section 4.2,~~subsection 5.2(1), an issuer may file an interim certificate in Form 52-109F2 -- IPO/RTO for anthe first interim period ~~ending on or before the 90^th day after it~~that ends after the issuer becomes a reporting issuer . if

(a) the issuer becomes a reporting issuer by filing a prospectus, and

(b) the first financial period that ends after the issuer becomes a reporting issuer is an interim period.

4.4 Required5.4 Alternative form of interim certificate ~~following~~for first financial period after certain reverse takeovers -- Despite ~~section 4.2,~~subsection 5.2(1), an issuer may file an interim certificate in Form 52-109F2 -- IPO/RTO ~~if:~~for the first interim period that ends after the completion of a reverse takeover if

~~(a) the interim certificate is for the first interim period after the completion of a reverse takeover to which it was a party when the issuer has not been required to file an annual certificate; and~~

(a) the issuer is the reverse takeover acquiree in the reverse takeover,

(b) the reverse takeover acquirer was not a reporting issuer immediately before the reverse takeover ., and

(c) the first financial period that ends after the completion of the reverse takeover is an interim period.

5.5 Alternative form of interim certificate for first financial period after becoming a non-venture issuer -- Despite subsection 5.2(1), an issuer may file an interim certificate in Form 52-109F2 -- IPO/RTO for the first interim period that ends after the issuer becomes a non-venture issuer if the first financial period that ends after the issuer becomes a non-venture issuer is an interim period.

5.6 Exception for new reporting issuers -- Despite section 5.1, a reporting issuer does not have to file an interim certificate relating to

(a) the interim financial statements required under section 4.7 of NI 51-102 for interim periods that ended before the issuer became a reporting issuer; or

(b) the interim financial statements for a reverse takeover acquirer required under section 4.10 of NI 51-102 for interim periods that ended before the completion of the reverse takeover.

PART 56 -- REFILED FINANCIAL STATEMENTS, MD&A OR AIF

6.1 ~~5.1~~ Refiled annual financial statements, annual MD&A or AIF -- If an issuer refiles its annual financial statements, annual MD&A or AIF for a financial year, it must file separate annual certificates for that financial year in Form 52-109F1R on the date that it refiles the annual financial statements, annual MD&A or AIF, as the case may be.

6.2 ~~5.2~~ Refiled interim financial statements ~~and~~or interim MD&A -- If an issuer refiles its interim financial statements or interim MD&A for an interim period, it must file separate interim certificates for that interim period in Form 52-109F2R on the date that it refiles the interim financial statements or interim MD&A, as the case may be.

PART 67 -- GENERAL REQUIREMENTS OFFOR CERTIFICATES

~~6.1~~7.1 Dating of certificates -- A certifying officer must date a certificate filed under this Instrument the same date the certificate is filed.

~~6.2~~7.2 French or English

(1) A certificate filed by an issuer under this Instrument must be in French or in English.

(2) In Québec, an issuer must comply with linguistic obligations and rights prescribed by Québec law.

PART 78 -- EXEMPTIONS

~~7.1~~8.1 Exemption from annual requirements for issuers that comply with U.S. laws

(1) Subject to subsection (2), Parts 2, 3, 54, 6 and 67 do not apply to an issuer for a financial year if:

(a) the issuer is in compliance with the ~~Sox~~SOX 302 Rules and the issuer files signed certificates relating to its annual report under the 1934 Act separately but concurrently as soon as practicable after they are filed with or furnished to the SEC; and

(b) the issuer is in compliance with the ~~Sox~~SOX 404 Rules, and the issuer files management's annual report on internal control over financial reporting and the attestation report on management's assessment of internal control over financial reporting included in the issuer's annual report under the 1934 Act for the financial year, if applicable, as soon as practicable after they are filed with or furnished to, the SEC.

(2) Despite subsection (1), Parts 2, 3, 54, 6 and 67 apply to an issuer for a financial year if the issuer's annual financial statements, annual MD&A or AIF that comprise the issuer's annual filings differ from those filed with, furnished to the SEC or included as exhibits to other documents, and certified in compliance with the ~~Sox~~SOX 302 Rules.

~~7.2~~8.2 Exemption from interim requirements for issuers that comply with U.S. laws

(1) Subject to subsection (3), Parts 2, ~~4, 5~~3, 5, 6 and 67 do not apply to an issuer for an interim period if the issuer is in compliance with the ~~Sox~~SOX 302 Rules and the issuer files signed certificates relating to its quarterly report under the 1934 Act for the quarter separately but concurrently as soon as practicable after they are filed with or furnished to the SEC.

(2) Subject to subsection (3), Parts 2, ~~4, 5~~3, 5, 6 and 67 do not apply to an issuer for an interim period if:

(a) the issuer files with or furnishes to the SEC a ~~current~~ report on Form 6-K containing the issuer's quarterly financial statements and MD&A;

(b) the Form 6-K is accompanied by signed certificates that are filed with or furnished to the SEC in the same form required by the ~~Sox~~SOX 302 Rules; and

(c) the issuer files signed certificates relating to the quarterly report filed or furnished under cover of the Form 6-K as soon as practicable after they are filed with or furnished to the SEC.

(3) Despite subsections (1) and (2), Parts 2, ~~4, 5 and~~ 3, 5, 6 and 7 apply to an issuer for an interim period if the issuer's interim financial statements and interim MD&A that comprise the issuer's interim filings differ from those filed with, furnished to the SEC, or included as exhibits to other documents, and certified in compliance with the ~~Sox~~SOX 302 Rules.

~~7.3~~8.3 Exemption for certain foreign issuers -- This Instrument does not apply to an issuer if it qualifies ~~for the relief contemplated by~~under, and is in compliance with the conditions set out in, sections 5.4 and 5.5 of National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers.

~~7.4~~8.4 Exemption for certain exchangeable security issuers -- This Instrument does not apply to an issuer if it qualifies ~~for the relief contemplated by~~under, and is in compliance with the conditions set out in, subsection 13.3(2) of NI 51-102.

~~7.5~~8.5 Exemption for certain credit support issuers -- This Instrument does not apply to an issuer if it qualifies ~~for the relief contemplated by~~under, and is in compliance with the conditions set out in, subsection 13.4(2) of NI 51-102.

~~7.6~~8.6 General exemption

(1) The regulator or securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario only the regulator may grant such an exemption.

(3) ~~In Québec, this exemption is granted pursuant to section 263 of the Securities Act (R.S.Q., c. V-1.1).(4)~~ Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction.

PART 89 -- EFFECTIVE DATE

9.1 Effective date -- This Instrument comes into force on December 15, 2008.

8.1 Repeal of former instrument --This Instrument replaces the previous version of this Instrument, namely, Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, which first came into force on ~~March 30, 2004 is repealed on [•].~~

~~8.2 Effective date -- This Instrument comes into force on [•].~~

(a) March 30, 2004, in all jurisdictions other than British Columbia, Quebec and New Brunswick

(b) June 30, 2005, in Quebec;

(c) July 28, 2005, in New Brunswick; and

(d) September 19, 2005, in British Columbia

~~Form 52-109F1 -- Certification of annual filings (full annual certificate)~~FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, <identify (i) the certifying officer, (ii) his or her position at the issuer, (iii) the name of the issuer and (iv) if the certifying officer's title is not "chief executive officer" or "chief financial officer" ~~of the issuer, whether~~, indicate in which of these capacities the certifying officer is providing the certificate ~~in the capacity of a chief executive officer or a chief financial officer~~>, certify the following:

1. Review: I have reviewed the ~~issuer's~~ AIF, if any, annual financial statements and annual MD&A, including for greater certainty all documents and information that are incorporated by reference in the AIF (together the annual filings) of <identify issuer> (the issuer) for the financial year ended <state the relevant date>.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: ~~<Except for any qualification referred to in paragraph 5.2, paragraph 5.3 or paragraph 5.4,>~~ ~~The~~ Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the financial year end :

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

~~(b)~~ (b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The ~~issuer has disclosed in its annual MD&A a statement identifying the~~ control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR ~~or a statement that we did not use a~~is <insert the name of the control framework~~, as applicable.~~ used».

<insert ~~paragraphs 5.2,~~paragraph 5.2 or 5.3 ~~or 5.4~~ if applicable. If paragraph 5.2 or 5.3 is not applicable, insert "5.2 N/A" or "5.3 N/A" as applicable. For paragraph ~~5.4,~~5.3, include (a)(i), (a)(ii) or (a)(iii) as applicable, and paragraph (b):.>

5.2 ICFR -- ~~reportable deficiency~~material weakness relating to design: The issuer has disclosed in its annual MD&A for ~~any reportable deficiency~~each material weakness relating to design existing at the financial year end :

(a) a description of the ~~reportable deficiency;~~material weakness;

~~(b) a description of the remediation plan to address the reportable deficiency; and~~

(b) the impact of the material weakness on the issuer's financial reporting and its ICFR; and

~~(c) the completion date or expected completion date of the remediation plan.~~

(c) the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3 ICFR design accommodation: The issuer has disclosed in its annual MD&A for any reportable deficiency relating to design existing at the financial year end:

~~(a) a description of the reportable deficiency;~~

~~(b) why the issuer cannot reasonably remediate the reportable deficiency;~~

~~(c) the risks the issuer faces relating to the reportable deficiency; and~~

~~(d) whether the issuer has mitigated those risks and if so, how.5.4~~ Limitation on scope of design: The issuer has disclosed in its annual MD&A:

(a) the fact that the issuer's other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of :

(i) a proportionately consolidated entity in which the issuer has an interest;

(ii) a variable interest entity in which the issuer has an interest; or

(iii) a business that the issuer acquired not more than 90365 days before the issuer's financial year end; and

(b) summary financial information of the proportionately consolidated entity, variable interest entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.

6. Evaluation: The issuer's other certifying officer(s) and I have:

(a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on such evaluation; and

(b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's ICFR at the financial year end and the issuer has disclosed in its annual MD&A:

(i) our conclusions about the effectiveness of ICFR at the financial year end based on such evaluation;

~~(ii) a description of the process we used to evaluate the effectiveness of ICFR;~~

(ii) ~~(iii)~~ a description of ~~any reportable deficiency~~each material weakness relating to operation existing at the financial year end; ~~and~~

~~(iv) the issuer's plans, if any, to remediate any such reportable deficiency relating to operation.~~

(iii) the impact of each material weakness referred to in (ii) on the issuer's financial reporting and its ICFR; and

(iv) the issuer's current plans, if any, or any actions already undertaken, for remediating each material weakness referred to in (ii).

7. Reporting of changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on <insert the date immediately following the end of the period in respect of which the issuer made its most recent interim or annual filing, as applicable > and ended on <insert the last day of the financial year> that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

8. Reporting to the issuer's auditors and board of directors or audit committee: The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer's auditors, and the board of directors ~~and~~or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer's ICFR.

Date: <insert date of filing>

____________________

[Signature]

[Title]

~~Form 52-109FMP1 -- Certification of annual filings for financial years ending on or before [June 29, 2008] (modified plus annual certificate)~~

FORM 52-109FV1

CERTIFICATION OF ANNUAL FILINGS

VENTURE ISSUER BASIC CERTIFICATE

1. Review: I have reviewed the ~~issuer's~~ AIF, if any, annual financial statements and annual MD&A, including for greater certainty all documents and information that are incorporated by reference in the AIF (together the annual filings) of <identify issuer> (the issuer) for the financial year ended <state the relevant date>.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, ~~with respect to~~for the period covered by the annual filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR) for the issuer.

~~5. Design: <Except for any qualification referred to in paragraph 5.2, paragraph 5.3 or paragraph 5.4,> The issuer's other certifying officer(s) and I have as at the financial year end:~~

~~(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:~~

~~(i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and~~

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The issuer has disclosed in its annual MD&A a statement identifying the control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR or a statement that we did not use a framework, as applicable.

~~<insert paragraphs 5.2, 5.3 or 5.4 if applicable. For paragraph 5.4, include (a)(i), (a)(ii) or (a)(iii) as applicable, and paragraph (b):~~

~~5.2 ICFR -- reportable deficiency relating to design: The issuer has disclosed in its annual MD&A for any reportable deficiency relating to design existing at the financial year end:~~

~~(a) a description of the reportable deficiency;~~

~~(b) a description of the remediation plan to address the reportable deficiency; and~~

~~(c) the completion date or expected completion date of the remediation plan.~~

~~5.3 ICFR design accommodation: The issuer has disclosed in its annual MD&A for any reportable deficiency relating to design existing at the financial year end:~~

~~(a) a description of the reportable deficiency;~~

~~(b) why the issuer cannot reasonably remediate the reportable deficiency;~~

~~(c) the risks the issuer faces relating to the reportable deficiency; and~~

~~(d) whether the issuer has mitigated those risks and if so, how.~~

~~5.4 Limitation on scope of design: The issuer has disclosed in its annual MD&A:~~

~~(a) the fact that the issuer's other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of:~~

~~(i) a proportionately consolidated entity in which the issuer has an interest;~~

~~(ii) a variable interest entity in which the issuer has an interest; or~~

~~(iii) a business that the issuer acquired not more than 90 days before the issuer's financial year end; and~~

(b) summary financial information of the proportionately consolidated entity, variable interest entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.

6. Evaluation: The issuer's other certifying officer(s) and I have evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of the DC&P at the financial year end based on such evaluation.

7. Reporting of changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer's ICFR that occurred during the period beginning on <insert the date immediately following the end of the period in respect of which the issuer made its most recent interim or annual filing, as applicable > and ended on <insert the last day of the financial year> that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: <insert date of filing>

____________________

[Signature]

[Title]

~~Form 52-109FM1 -- Certification of annual filings for financial years~~

~~ending on or before June 29, 2006 (modified annual certificate)~~

- - - - - - - - - - - - - - - - - - - -

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

- - - - - - - - - - - - - - - - - - - -

FORM 52-109F1 -- IPO/RTO

CERTIFICATION OF ANNUAL FILINGS FOLLOWING

AN INITIAL PUBLIC OFFERING, REVERSE TAKEOVER OR

BECOMING A NON-VENTURE ISSUER

1. Review: I have reviewed the ~~issuer's~~ AIF, if any, annual financial statements and annual MD&A, including for greater certainty all documents and information that are incorporated by reference in the AIF (together the annual filings) of <identify issuer> (the issuer) for the financial year ended <state the relevant date>.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, ~~with respect to~~for the period covered by the annual filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

~~4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) for the issuer.~~

5. Design: <Except for the qualification referred to in paragraph 5.1,> The issuer's other certifying officer(s) and I have, as at the financial year end, designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

~~(a) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and~~

(b) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.

~~<insert paragraph 5.1(a)(i), (a)(ii) or (a)(iii) as applicable, and paragraph (b):~~

~~5.1 Limitation on scope of design: The issuer has disclosed in its annual MD&A:~~

~~(a) the fact that the issuer's other certifying officer(s) and I have limited the scope of our design of DC&P to exclude controls, policies and procedures of:~~

~~(i) a proportionately consolidated entity in which the issuer has an interest;~~

~~(ii) a variable interest entity in which the issuer has an interest; or~~

~~(iii) a business that the issuer acquired not more than 90 days before the issuer's financial year end; and~~

(b) summary financial information of the proportionately consolidated entity, variable interest entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.

6. Evaluation: The issuer's other certifying officer(s) and I have evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of the DC&P at the financial year end based on such evaluation.

Date: <insert date of filing>

____________________

[Signature]

[Title]

~~Form 52-109F1 -- IPO/RTO -- Certification of annual filings for financial years~~

~~ending within 90 days of an initial public offering or reverse takeover~~

I, <identify (i) the certifying officer, (ii) his or her position at the issuer, (iii) the name of the issuer and (iv) if the certifying officer's title is not "chief executive officer" or "chief financial officer" of the issuer, whether the certifying officer is providing the certificate in the capacity of a chief executive officer or a chief financial officer>, certify that:

1. Review: I have reviewed the issuer's AIF, if any, annual financial statements and annual MD&A, including for greater certainty all documents and information that are incorporated by reference in the AIF (together the annual filings) of <identify issuer> (the issuer) for the financial year ended <state the relevant date>.

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NOTE TO READER

In contrast to the usual certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), namely, Form 52-109F1, this Form 52-109F1 - IPO/RTO does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

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2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the annual filings.

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i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

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3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

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ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

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~~4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) for the issuer.~~

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The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

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5. Design: <Except for any qualification referred to in paragraph 5.1,> The issuer's other certifying officer(s) and I have, as at the financial year end, designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

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Investors should be aware that inherent limitations on the ability of certifying officers of an issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 in the first financial period following

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~~(a) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and~~

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• completion of the issuer's initial public offering in the circumstances described in s. 4.3 of NI 52-109,

• completion of a reverse takeover in the circumstances described in s. 4.4 of NI 52-109, or

• the issuer becoming a non-venture issuer in the circumstances described in s. 4.5 of NI 52-109,

~~(b) information required to be disclosed by the issuer in its~~may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings~~, interim filings or~~ and other reports ~~filed or submitted by it~~provided under securities legislation ~~is recorded, processed, summarized and reported within the time periods specified in securities legislation~~.

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~~<insert paragraph 5.1(a)(i), (a)(ii) or (a)(iii) as applicable, and paragraph (b):~~

~~5.1 Limitation on scope of design: The issuer has disclosed in its annual MD&A:~~

~~(a) the fact that the issuer's other certifying officer(s) and I have limited the scope of our design of DC&P to exclude controls, policies and procedures of:~~

~~(i) a proportionately consolidated entity in which the issuer has an interest;~~

~~(ii) a variable interest entity in which the issuer has an interest; or~~

~~(iii) a business that the issuer acquired not more than 90 days before the issuer's financial year end; and~~

(b) summary financial information of the proportionately consolidated entity, variable interest entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.

6. Evaluation: The issuer's other certifying officer(s) and I have evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer's DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of the DC&P at the financial year end based on such evaluation.

Date: <insert date of filing>

____________________

~~[Signature]~~

~~[Title]~~

~~Form~~FORM 52-109F1R ~~-- Certification of refiled annual filings~~

CERTIFICATION OF REFILED ANNUAL FILINGS

This certificate is being filed on the same date that <identify the issuer> (the issuer) has refiled <identify the filing(s) that have been refiled>.

1. I have reviewed the ~~issuer's~~ AIF, if any, and annual financial statements and annual MD&A, including for greater certainty all documents and information that are incorporated by reference in the AIF (together the annual filings) of <identify issuer> (the issuer) for the financial year ended <state the relevant date>.

Date: <insert date of filing>

____________________

[Signature]

[Title]

~~Form~~FORM 52-109F1 -- AIF~~-- Certification of annual filings in connection with voluntarily filed~~

CERTIFICATION OF ANNUAL FILINGS

IN CONNECTION WITH VOLUNTARILY FILED AIF

This certificate is being filed on the same date that <identify the issuer> (the issuer) has voluntarily filed an AIF.

1. I have reviewed the ~~issuer's~~ AIF, annual financial statements and annual MD&A, including for greater certainty all documents and information that are incorporated by reference in the AIF (together the annual filings) of <identify issuer> (the issuer) for the financial year ended <state the relevant date>.

Date: <insert date of filing>

____________________

[Signature]

[Title]

~~Form 52-109F2 -- Certification of interim filings (full interim certificate)~~FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

1. Review: I have reviewed the ~~issuer's~~ interim financial statements and interim MD&A (together the interim filings) of <identify the issuer> (the issuer) for the interim period ended <state the relevant date>.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: ~~<Except for any qualification referred to in paragraph 5.2, paragraph 5.3 or paragraph 5.4,>~~ ~~The~~ Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings:

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that :

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The ~~issuer has disclosed in its interim MD&A a statement identifying the~~ control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR ~~or a statement that we did not use a~~is <insert the name of the control framework~~, as applicable.~~ used> .

<insert ~~paragraphs 5.2,~~paragraph 5.2 or 5.3 ~~or 5.4~~ if applicable. If paragraph 5.2 or 5.3 is not applicable, insert "5.2 N/A" or "5.3 N/A" as applicable. For paragraph ~~5.4,~~5.3, include (a)(i), (a)(ii) or (a)(iii) as applicable, and paragraph (b):.>

5.2 ICFR -- ~~reportable deficiency~~material weakness relating to design: The issuer has disclosed in its interim MD&A for ~~any reportable deficiency~~each material weakness relating to design existing at the end of the interim period:

(a) a description of the ~~reportable deficiency;~~material weakness;

~~(b) a description of the remediation plan to address the reportable deficiency; and~~

(b) the impact of the material weakness on the issuer's financial reporting and its ICFR; and

~~(c) the completion date or expected completion date of the remediation plan.~~

(c) the issuer's current plans, if any, or any actions already undertaken, for remediating the material weakness.

5.3 ICFR design accommodation: The issuer has disclosed in its interim MD&A for any reportable deficiency relating to design existing at the end of the interim period:

~~(a) a description of the reportable deficiency;~~

~~(b) why the issuer cannot reasonably remediate the reportable deficiency;~~

~~(c) the risks the issuer faces relating to the reportable deficiency; and~~

~~(d) whether the issuer has mitigated those risks and if so, how.5.4~~ Limitation on scope of design: The issuer has disclosed in its interim MD&A:

(a) the fact that the issuer's other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of:

(i) a proportionately consolidated entity in which the issuer has an interest;

(ii) a variable interest entity in which the issuer has an interest; or

(iii) a business that the issuer acquired not more than ~~90 days~~365 before the last day of the period covered by the interim filings; and

(b) summary financial information of the proportionately consolidated entity, variable interest entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.

6. Reporting of changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on <insert the date immediately following the end of the period in respect of which the issuer made its most recent interim or annual filing, as applicable > and ended on <insert the last day of the period covered by the interim filings > that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: <insert date of filing>

____________________

[Signature]

[Title]

~~Form 52-109F2 -- IPO/RTO -- Certification of interim filings for first interim period following certain initial public offerings and reverse takeovers~~

FORM 52-109FV2

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

1. Review: I have reviewed the ~~issuer's~~ interim financial statements and interim MD&A (together the interim filings) of <identify the issuer> (the issuer) for the interim period ended <state the relevant date>.

2. 2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. 3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: <insert date of filing>

____________________

[Signature]

[Title]

<If the certifying officer's title is not "chief executive officer" or "chief financial officer", indicate in which of these capacities the certifying officer is providing the certificate.>

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NOTE TO READER

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

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FORM 52-109F2 -- IPO/RTO

CERTIFICATION OF INTERIM FILINGS FOLLOWING

AN INITIAL PUBLIC OFFERING, REVERSE TAKEOVER OR

BECOMING A NON-VENTURE ISSUER

I, <identify (i) the certifying officer, (ii) his or her position at the issuer, (iii) the name of the issuer and (iv) if the certifying officer's title is not "chief executive officer" or "chief financial officer", indicate in which of these capacities the certifying officer is providing the certificate >, certify the following

1. Review: I have reviewed the interim financial statements and interim MD&A (together the interim filings) of <identify the issuer> (the issuer) for the interim period ended <state the relevant date>.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: <insert date of filing>

~~4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) for the issuer.~~

____________________

[Signature]

[Title]

5. Design: <Except for any qualification referred to in paragraph 5.1,> The issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings, designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

<If the certifying officer's title is not "chief executive officer" or "chief financial officer", indicate in which of these capacities the certifying officer is providing the certificate.>

~~(a) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and~~

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NOTE TO READER

In contrast to the usual certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), namely, Form 52-109F2, this Form 52-109F2 -- IPO/RTO does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

~~(b)~~ i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted ~~by it~~ under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation.; and

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~~<insert paragraph 5.1(a)(i), (a)(ii) or (a)(iii) as applicable, and paragraph (b):~~

~~5.1 Limitation on scope of design: The issuer has disclosed in its interim MD&A:~~

~~(a) the fact that the issuer's other certifying officer(s) and I have limited the scope of our design of DC&P to exclude controls, policies and procedures of:~~

~~(i) a proportionately consolidated entity in which the issuer has an interest;~~

~~(ii) a variable interest entity in which the issuer has an interest; or~~

~~(iii) a business that the issuer acquired not more than 90 days before the last day of the period covered by the interim filings; and~~

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ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

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(b) summary financial information of the proportionately consolidated entity, variable interest entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer's financial statements.

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The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

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Date: <insert date of filing>

____________________

~~[Signature]~~

~~[Title]~~

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• completion of the issuer's initial public offering in the circumstances described in s. 5.3 of NI 52-109,

• completion of a reverse takeover in the circumstances described in s. 5.4 of NI 52-109, or

• the issuer becoming a non-venture issuer in the circumstances described in s. 5.5 of NI 52-109,

may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

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~~Form 52-109F2R -- Certification of refiled interim filings~~ FORM 52-109F2R

CERTIFICATION OF REFILED INTERIM FILINGS

This certificate is being filed on the same date that <identify the issuer> (the issuer) has refiled <identify the filing(s) that have been refiled>.

1. I have reviewed the interim financial statements and interim MD&A (together the interim filings) of <identify the issuer> (the issuer) for the interim period ended <state the relevant date>.

Date: <insert date of filing>

____________________

[Signature]

[Title]

COMPANION POLICY 52-109CP TO NATIONAL INSTRUMENT 52-109

CERTIFICATION OF DISCLOSURE IN ISSUERS' ANNUAL AND INTERIM FILINGS

PART 1 -- GENERAL

1.1 Introduction and purpose -- National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (the Instrument) sets out disclosure and filing requirements for all reporting issuers, other than investment funds. The objective of these requirements is to improve the quality, reliability and transparency of annual filings, interim filings and other ~~reports~~materials that issuers file or submit under securities legislation.

~~The purpose of this~~This Companion Policy (the Policy) ~~is to help you understand~~describes how the provincial and territorial securities regulatory authorities intend to interpret orand apply ~~certain~~the provisions of the Instrument.

1.2 Application to non-corporate entities -- The Instrument applies to both corporate and non-corporate entities. Where the Instrument or the Policy refers to a particular corporate characteristic, such as anthe audit committee of the board of directors, the reference should be read to also include any equivalent characteristic of a non-corporate entity.

1.3 Application to venture issuers -- Venture issuers should note that the guidance provided in Parts 5 though 14 of this Policy is intended for issuers filing Form 52-109F1 and Form 52-109F2. Under Parts 4 and 5 of the Instrument venture issuers are not required, but may elect, to use those Forms.

1.4 Definitions -- For the purposes of the Policy, "DC&P" means disclosure controls and procedures (as defined in the Instrument) and "ICFR" means internal control over financial reporting (as defined in the Instrument).

PART 2 -- FORM OF CERTIFICATES

2.1 ~~2.1~~ Prescribed language -- Thewording -- Parts 4 and 5 of the Instrument require the annual and interim certificates ~~must~~to be filed in the exact ~~language~~wording prescribed inby the required form (including the form number and form title) without any amendment. Failure to do so will be a breach of the Instrument.

PART 3 -- CERTIFYING OFFICERS

3.1 One individual acting as chief executive officer and chief financial officer -- If only one individual is serving as the chief executive officer and chief financial officer of an issuer, or is performing functions similar to those performed by such officers, that individual may either:

(a) provide two certificates (one in the capacity of the chief executive officer and the other in the capacity of the chief financial officer); or

(b) provide one certificate in the capacity of both the chief executive officer and chief financial officer and file this certificate twice, once in the filing category for certificates of chief executive officers and once in the filing category for certificates of chief financial officers.

3.2 Individuals performing the functions of a chief executive officer or chief financial officer

(1) No chief executive officer or chief financial officer -- If an issuer does not have a chief executive officer or chief financial officer, each individual who performs functions similar to those performed by a chief executive officer or chief financial officer must certify the annual filings and interim filings. If an issuer does not have a chief executive officer or chief financial officer, in order to comply with the Instrument the issuer will need to identify at least one individual who performs functions similar to those performed by a chief executive officer or chief financial officer, as applicable.

(2) Management resides at underlying business entity level or external management company -- In the case of a reporting issuer where executive management resides at the underlying business entity level or in an external management company such as for an income trust (as described in National Policy 41-201 Income Trusts and Other Indirect Offerings), the chief executive officer and chief financial officer of the underlying business entity or the external management company should generally be identified as individuals performing functions for the reporting issue