Securities Regulators Propose Amendments To Oil & Gas Disclosure Standards

by Dentons
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The Canadian Securities Administrators (CSA) have published for comment proposed amendments to National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101) and Companion Policy 51-101CP Standards of Disclosure for Oil and Gas Activities (51-101CP). NI 51-101 and 51-101CP set forth the disclosure standards applicable to reporting issuers engaged in oil and gas activities. In the proposed amendments, the CSA target several aspects of the disclosure regime applicable to oil and gas reporting issuers, including the following:

  • The disclosure of resources other than reserves;
  • The disclosure of oil and gas metrics;
  • The disclosure of resources under alternative disclosure regimes; and
  • The refinement of the product type definition.

Disclosure of resources other than reserves: Currently, a reporting issuer can elect to disclose contingent resources or prospective resources in conjunction with its annual filings without triggering any additional reporting obligations. Under the proposed amendments, if a reporting issuer elects to disclose contingent or prospective resources in conjunction with its annual filings then the reporting issuer must also disclose the related future net revenue and the resource estimates must be evaluated or audited by a qualified reserves evaluator or auditor.

Disclosure of oil and gas metrics: Currently, the disclosure of only certain oil and gas metrics (e.g. netbacks, finding and development costs) triggers specific methodology or disclosure requirements under NI 51-101. The CSA are proposing a principle-based approach applicable to the disclosure of all oil and gas metrics. Under the proposed amendments, the disclosure of any oil and gas metric requires the reporting issuer to identify the standard, methodology and meaning of the metric, and to provide a cautionary statement as to the reliability of the metric. In addition, if there is no identifiable standard for the metric, then the reporting issuer must disclose the parameters used in the calculation of the metric and a cautionary statement that the metric does not have any standardized meaning.

Disclosure of resources under alternative disclosure regimes: Currently, if a reporting issuer is subject to an alternative resources disclosure regime, such as that prescribed by the United States Securities and Exchange Commission, then it must obtain exemptive relief to present resources disclosure in accordance with such alternative disclosure regime. Under the proposed amendments, a reporting issuer that is subject to an alternative disclosure regime may present such alternative disclosure provided that the alternative disclosure is accompanied by the disclosure required by NI 51-101; and the alternative disclosure satisfies certain other conditions relating to the adequacy and reliability of the alternative disclosure regime. In addition, the estimates prepared under the alternative disclosure regime must have been prepared or audited by a qualified reserves evaluator or auditor.

Refinement of the product type definition: The proposed amendments reconcile the definition of product type to the definition used in the Canadian Oil and Gas Evaluation Handbook. Under the proposed amendments, the existing distinction based on whether the product is conventional or unconventional is eliminated in favour of using the source and process for recovery of the product in question. In addition, the concept of production group is eliminated.

Other effects of the proposed amendments: Some of the other areas of oil and gas disclosure affected by the proposed amendments include the following:

  • Clarifying the concept of marketability as it relates to the reporting of oil and gas volumes;
  • Clarifying the determination of abandonment and reclamation costs and mandating the disclosure of such costs in the determination of future net revenue and in the presentation of significant factors and uncertainties in annual filings;
  • Clarifying the requirement to obtain a consent from a qualified reserves evaluator or auditor in relation to the qualified person’s report provided in connection with the reporting issuer’s annual filings; and
  • Clarifying the disclosure requirement when a reporting issuer has no reserves.

CSA Request for Comments: The CSA welcome comments on the proposed amendments and have posed five specific questions which commenters may choose to address. The comment period ends on January 17, 2014. The full text of the proposed amendments can be found here.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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