Lorus Therapeutics Inc.
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Date: April 12, 2011
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By: | /s/ “Elizabeth Williams” |
Elizabeth Williams | ||
Director of Finance and Controller |
99.1 |
Q3 Interim Financial Statements
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99.2 |
Q3 Management's Discussion and Analysis
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99.3 |
CEO/CFO Certificates
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Lorus Therapeutics Inc.
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Consolidated Balance Sheets - Unaudited
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(amounts in 000's)
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As at
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As at
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||||||
(Canadian dollars)
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February 28, 2011 |
May 31, 2010
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||||||
ASSETS
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Current
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||||||||
Cash and cash equivalents
|
$ | 1,845 | $ | 667 | ||||
Short-term investments (note 7)
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- | 247 | ||||||
Prepaid expenses and other assets
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278 | 636 | ||||||
2,123 | 1,550 | |||||||
Fixed assets
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110 | 147 | ||||||
Goodwill
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606 | 606 | ||||||
$ | 2,839 | $ | 2,303 | |||||
LIABILITIES
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||||||||
Current
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||||||||
Accounts payable
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$ | 229 | $ | 387 | ||||
Accrued liabilities
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887 | 1,458 | ||||||
Promissory notes payable (note 9)
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- | 1,000 | ||||||
1,116 | 2,845 | |||||||
SHAREHOLDERS' EQUITY (DEFICIENCY)
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Share capital (note 5)
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||||||||
Common shares
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168,787 | 163,920 | ||||||
Stock options (note 6)
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1,000 | 3,704 | ||||||
Contributed surplus (note 5(g))
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18,363 | 14,875 | ||||||
Warrants (note 5(d))
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1,654 | 1,039 | ||||||
Deficit accumulated during development stage
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(188,081 | ) | (184,080 | ) | ||||
1,723 | (542 | ) | ||||||
$ | 2,839 | $ | 2,303 | |||||
See accompanying notes to the interim consolidated financial statements (unaudited)
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Basis of Presentation (note 1)
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Lorus Therapeutics Inc.
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Consolidated Statements of (Loss) Earnings and Deficit - Unaudited
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Period
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||||||||||||||||||||
Three
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Three
|
Nine
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Nine
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from inception
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||||||||||||||||
(amounts in 000's except for per common share data)
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months ended
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months ended
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months ended
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months ended
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Sept. 5, 1986 to | |||||||||||||||
(Canadian dollars)
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Feb. 28, 2011
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Feb. 28, 2010
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Feb. 28, 2011
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Feb. 28, 2010
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Feb. 28, 2011
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REVENUE
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$ | - | $ | 3 | $ | - | $ | 131 | $ | 1,171 | ||||||||||
EXPENSES
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Research and development
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760 | 718 | 1,852 | 1,916 | 128,366 | |||||||||||||||
General and administrative
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527 | 515 | 1,680 | 1,791 | 62,519 | |||||||||||||||
Stock-based compensation
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287 | 94 | 367 | 110 | 8,961 | |||||||||||||||
Depreciation and amortization of fixed assets
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13 | 21 | 41 | 64 | 9,858 | |||||||||||||||
Cost of sales
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- | - | - | - | 105 | |||||||||||||||
Operating expenses
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1,587 | 1,348 | 3,940 | 3,881 | 209,809 | |||||||||||||||
Interest expense
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- | - | 71 | 41 | 4,093 | |||||||||||||||
Accretion in carrying value of convertible debentures
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- | - | - | 80 | 4,983 | |||||||||||||||
Amortization of deferred financing charges
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- | - | - | - | 412 | |||||||||||||||
Interest income
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(6 | ) | (2 | ) | (10 | ) | (16 | ) | (12,267 | ) | ||||||||||
Loss from operations for the period
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(1,581 | ) | (1,343 | ) | (4,001 | ) | (3,855 | ) | (205,859 | ) | ||||||||||
Gain on repurchase of convertible debentures and transfer of assets (note 8)
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- | - | - | 11,006 | 11,006 | |||||||||||||||
Gain on sale of shares
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- | - | - | - | 6,799 | |||||||||||||||
Net (loss) earnings and other comprehensive income for the period
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(1,581 | ) | (1,343 | ) | (4,001 | ) | 7,151 | (188,054 | ) | |||||||||||
Deficit, beginning of period
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$ | (186,500 | ) | $ | (180,917 | ) | (184,080 | ) | (189,411 | ) | - | |||||||||
Change in accounting policy
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- | - | (27 | ) | ||||||||||||||||
Deficit, end of period
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$ | (188,081 | ) | $ | (182,260 | ) | $ | (188,081 | ) | $ | (182,260 | ) | $ | (188,081 | ) | |||||
Basic (loss) earnings per common share
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$ | (0.10 | ) | $ | (0.14 | ) | $ | (0.32 | ) | $ | 0.78 | |||||||||
Diluted (loss) earnings per common share
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$ | (0.10 | ) | $ | (0.14 | ) | $ | (0.32 | ) | $ | 0.77 | |||||||||
Weighted average number of common shares (note 5)
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||||||||||||||||||||
outstanding used in the calculation of
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Basic (loss) earnings per common share
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15,685 | 9,933 | 12,314 | 9,174 | ||||||||||||||||
Diluted (loss) earnings per common share
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15,685 | 9,933 | 12,314 | 9,279 | ||||||||||||||||
See accompanying notes to the interim consolidated financial statements (unaudited)
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Lorus Therapeutics Inc.
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Consolidated Statements of Cash Flows - Unaudited
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Period
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||||||||||||||||||||
Three
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Three
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Nine
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Nine
|
from inception
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||||||||||||||||
(amounts in 000's)
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months ended
|
months ended
|
months ended
|
months ended
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Sept. 5, 1986 to | |||||||||||||||
(Canadian Dollars)
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Feb. 28, 2011
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Feb. 28, 2010
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Feb. 28, 2011
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Feb. 28, 2010
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Feb. 28, 2011
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Cash flows from operating activities:
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Net (loss) earnings for the period
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$ | (1,581 | ) | $ | (1,343 | ) | $ | (4,001 | ) | $ | 7,151 | $ | (188,054 | ) | ||||||
Less: Gain on repurchase of convertible debentures
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and transfer of assets (note 8)
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- | - | - | (11,006 | ) | (11,006 | ) | |||||||||||||
Gain on sale of shares
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- | - | - | - | (6,799 | ) | ||||||||||||||
Items not involving cash:
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Stock-based compensation
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287 | 94 | 367 | 110 | 8,961 | |||||||||||||||
Interest Expense
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- | - | - | 15 | 3,983 | |||||||||||||||
Accretion in carrying value of convertible debentures
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- | - | - | 80 | 4,983 | |||||||||||||||
Amortization of deferred financing charges
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- | - | - | - | 412 | |||||||||||||||
Depreciation, amortization and write-down of fixed
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assets and acquired patents and licenses
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13 | 21 | 41 | 64 | 22,419 | |||||||||||||||
Other
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(1 | ) | (5 | ) | 437 | |||||||||||||||
Change in non-cash operating working capital
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(395 | ) | (583 | ) | (1,371 | ) | 141 | (170 | ) | |||||||||||
Cash used in operating activities
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(1,676 | ) | (1,812 | ) | (4,964 | ) | (3,450 | ) | (164,834 | ) | ||||||||||
Cash flows from financing activities:
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Issuance of convertible debentures, net of issuance costs
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- | - | - | - | 12,948 | |||||||||||||||
Payment on settlement of convertible debentures,
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including transaction costs (note 8)
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- | - | - | (3,521 | ) | (3,521 | ) | |||||||||||||
Proceeds on sale of shares, net of arrangement costs (note 1)
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- | - | - | - | 6,899 | |||||||||||||||
Issuance of common shares and warrants,
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net of issuance costs
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1,641 | - | 5,899 | 2,235 | 157,571 | |||||||||||||||
Cash provided by (used in) financing activities
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1,641 | - | 5,899 | (1,286 | ) | 173,897 | ||||||||||||||
Cash flows from investing activities:
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Maturity (purchase) of marketable securities
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and other investments, net
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- | 250 | 247 | 250 | (3 | ) | ||||||||||||||
Business acquisition, net of cash received
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- | - | - | - | (539 | ) | ||||||||||||||
Acquired patents and licenses
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- | - | - | - | (715 | ) | ||||||||||||||
Additions to fixed assets
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- | - | (4 | ) | - | (6,309 | ) | |||||||||||||
Proceeds on sale of fixed assets
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- | - | - | - | 348 | |||||||||||||||
Cash (used in) provided by investing activities
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- | 250 | 243 | 250 | (7,218 | ) | ||||||||||||||
(Decrease) increase in cash and cash equivalents during the period
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(35 | ) | (1,562 | ) | 1,178 | (4,486 | ) | 1,845 | ||||||||||||
Cash and cash equivalents, beginning of period
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1,880 | 2,450 | 667 | 5,374 | - | |||||||||||||||
Cash and cash equivalents, end of period
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$ | 1,845 | $ | 888 | $ | 1,845 | $ | 888 | $ | 1,845 | ||||||||||
Supplemental cash flow information
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Interest paid in cash
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$ | - | $ | - | $ | 71 | $ | 26 | ||||||||||||
See accompanying notes to the interim consolidated financial statements (unaudited)
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1.
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Basis of presentation
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2.
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Changes in accounting policy
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3.
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Capital risk management
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•
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Maintain its ability to continue as a going concern in order to provide returns to shareholders and benefits to other stakeholders;
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•
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Maintain a flexible capital structure which optimizes the cost of capital at acceptable risk;
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•
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Ensure sufficient cash resources to fund its research and development activity, to pursue partnership and collaboration opportunities and to maintain ongoing operations.
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4.
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Financial instruments
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As at
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As at
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|||||||
(amounts in 000's)
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February 28, 2011 |
May 31, 2010
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Financial assets
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Cash and cash equivalents, consisting of guaranteed investment certificates, held for trading, measured at fair value
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$ | 1,845 | $ | 667 | ||||
Short-term investments, held-for-trading, recorded at fair value
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- | 247 | ||||||
Financial liabilities
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Accounts payable, measured at amortized cost
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229 | 387 | ||||||
Accrued liabilities, measured at amortized cost
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887 | 1,458 | ||||||
Promissory notes payable, measured at amortized cost
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- | 1,000 |
5.
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Share capital
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Common Shares
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Warrants
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|||||||||||||||
(amounts in 000's)
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Number
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Amount
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Number
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Amount
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||||||||||||
Balance at May 31, 2009
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8,560 | $ | 162,240 | 571 | $ | 417 | ||||||||||
Interest payments (b)
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7 | 15 |
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Balance at August 31, 2009
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8,567 | 162,255 | 571 | 417 | ||||||||||||
Issuance of units (c)
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1,366 | 1,665 | 755 | 622 | ||||||||||||
Balance at November 30, 2009 and May 31, 2010
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9,933 | $ | 163,920 | 1,326 | $ | 1,039 | ||||||||||
Expiry of warrants (d)
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|
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(571 | ) | (417 | ) | ||||||||||
Balance at August 31, 2010
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9,933 | $ | 163,920 | 755 | $ | 622 | ||||||||||
Issuance of units (e)
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4,170 | 3,226 | 4,170 | 1,032 | ||||||||||||
Balance at November 30, 2010
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14,103 | 167,146 | 4,925 | 1,654 | ||||||||||||
Issuance of units (c)
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1,582 | 1,641 |
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Balance at February 28, 2011
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15,685 | 168,787 | 4,925 | 1,654 |
Nine months ended
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Nine months ended
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February 28, 2011
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February 28, 2010
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Balance, Beginning of year
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$ | 14,875 | $ | 10,744 | ||||
Equity portion of secured convertible debentures
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3,814 | ||||||
Expiry of warrants (d)
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417 |
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Forfeiture of stock options
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3,071 | 276 | ||||||
Balance, end of period
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$ | 18,363 | $ | 14,834 |
6.
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Stock options
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Nine months ended
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Nine months ended
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February 28, 2011
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February 28, 2010
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Options
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Weighted
average
exercise
price
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Options
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Weighted
average
exercise
price
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|||||||||||||
Outstanding, Beginning of year
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672,901 | $ | 6.60 | 562,358 | $ | 8.66 | ||||||||||
Granted
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791,800 | 1.05 | 189,406 | 2.41 | ||||||||||||
Exercised
|
|
|
|
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Forfeited
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(486,434 | ) | 7.30 | (67,156 | ) | 12.00 | ||||||||||
Outstanding, end of period
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978,267 | $ | 1.80 | 684,608 | $ | 6.60 |
Three months ended
February 28
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Nine months ended
February 28
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2011
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2010
|
2011
|
2010
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Risk free interest rate
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1.85 | % | 2.0 | % | 1.85 | % | 2.0 | % | ||||||||
Expected dividend yield
|
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0 | % | |||||||||||
Expected volatility
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119 | % | 206 | % | 119 | % | 178-206 | % | ||||||||
Expected life of options
|
5 years
|
5 years
|
5 years
|
5 years
|
||||||||||||
Weighted average fair value of options granted in the period
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$ | 0.866 | $ | 1.95 | $ | 0.866 | $ | 1.43 |
Nine months ended
|
Nine months ended
|
|||||||
(amounts in 000's)
|
February 28, 2011
|
February 28, 2010
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||||||
Balance at beginning of the year
|
$ | 3,704 | $ | 3,845 | ||||
Stock option expense
|
367 | 283 | ||||||
Forfeiture of stock options
|
(3,071 | ) | (449 | ) | ||||
Balance, end of period
|
$ | 1,000 | $ | 3,679 |
7.
|
Short term investments, marketable securities and other investments
|
As at May 31, 2010
|
||||||||||||||||
(amounts in 000's)
|
Less than
one year maturities
|
Greater than one year maturities
|
Total
|
Yield to Maturity
|
||||||||||||
Corporate instruments
|
||||||||||||||||
(including guaranteed investment certificates)
|
$ | 247 | $ | $ | 247 | $ | |
8. Convertible debentures
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9.
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Related Party Transactions
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CAUTION REGARDING FORWARD-LOOKING STATEMENTS
|
|
•
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our ability to obtain the substantial capital required to fund research and operations;
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•
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our plans to obtain partners to assist in the further development of our product candidates;
|
|
•
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our expectations with respect to existing and future corporate alliances and licensing transactions with third parties, and the receipt and timing of any payments to be made by us or to us in respect of such arrangements;
|
|
•
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our expectations regarding future financings;
|
|
•
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our plans to conduct clinical trials; and
|
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•
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our expectations regarding the progress and the successful and timely completion of the various stages of our drug discovery, pre-clinical and clinical studies and the regulatory approval process
|
|
•
|
our ability to continue to operate as a going concern;
|
|
•
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our ability to obtain the substantial capital required to fund research and operations;
|
|
•
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our lack of product revenues and history of operating losses;
|
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•
|
our early stage of development, particularly the inherent risks and uncertainties associated with (i) developing new drug candidates generally, (ii) demonstrating the safety and efficacy of these drug candidates in clinical studies in humans, and (iii) obtaining regulatory approval to commercialize these drug candidates;
|
|
•
|
the progress of our clinical trials;
|
|
•
|
our liability associated with the indemnification of Old Lorus and its directors, officers and employees
|
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•
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our ability to find and enter into agreements with potential partners;
|
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•
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our drug candidates require time-consuming and costly preclinical and clinical testing and regulatory approvals before commercialization;
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|
•
|
clinical studies and regulatory approvals of our drug candidates are subject to delays, and may not be completed or granted on expected timetables, if at all, and such delays may increase our costs and could delay our ability to generate revenue;
|
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•
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the regulatory approval process;
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|
•
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our ability to attract and retain key personnel;
|
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•
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our ability to obtain patent protection and protect our intellectual property rights;
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•
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our ability to protect our intellectual property rights and to not infringe on the intellectual property rights of others;
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•
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our ability to comply with applicable governmental regulations and standards;
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•
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development or commercialization of similar products by our competitors, many of which are more established and have greater financial resources than we do;
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•
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commercialization limitations imposed by intellectual property rights owned or controlled by third parties;
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•
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our business is subject to potential product liability and other claims;
|
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•
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our ability to maintain adequate insurance at acceptable costs;
|
|
•
|
further equity financing may substantially dilute the interests of our shareholders;
|
|
•
|
changing market conditions; and
|
|
•
|
other risks detailed from time-to-time in our ongoing quarterly filings, annual information forms, annual reports and annual filings with Canadian securities regulators and the United States Securities and Exchange Commission, and those which are discussed under the heading “Risk Factors”.
|
LIQUIDITY AND CAPITAL RESOURCES
|
SHARE CONSOLIDATION
|
OVERVIEW
|
RESULTS OF OPERATIONS
|
Revenue
|
Research and Development
|
PRIVATE PLACEMENTS
|
November 2009
|
December 2010
|
RIGHTS OFFERING
|
TERMINATED U.S. FINANCING
|
RELATED PARTY TRANSACTIONS
|
DEBENTURE REPURCHASE
|
WARRANT EXPIRY
|
PLAN OF ARRANGEMENT AND CORPORATE REORGANIZATION
|
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
|
(Amounts in 000’s except for per common share data)
|
Feb 28, 2011
|
Nov. 30, 2010
|
Aug. 31, 2010
|
May 31, 2010
|
Feb 28, 2010
|
Nov 30, 2009
|
Aug 31, 2009
|
May 31, 2009
|
||||||||||||||||||||||||
Revenue
|
$ | ― | $ | ― | $ | ― | $ | ― | $ | 3 | $ | 79 | $ | 49 | $ | 78 | ||||||||||||||||
Research and development expense (1)
|
760 | 603 | 489 | 601 | 718 | 658 | 540 | 701 | ||||||||||||||||||||||||
General and administrative expense(1)
|
527 | 564 | 589 | 1,173 | 515 | 743 | 533 | 516 | ||||||||||||||||||||||||
Net earnings (loss)
|
(1,581 | ) | (1,255 | ) | (1,165 | ) | (1,820 | ) | (1,343 | ) | (1,266 | ) | 9,760 | (1,895 | ) | |||||||||||||||||
Basic and diluted
|
||||||||||||||||||||||||||||||||
net (loss) profit per share
|
$ | (0.10 | ) | $ | (0.11 | ) | $ | (0.12 | ) | $ | (0.18 | ) | $ | (0.14 | ) | $ | (0.14 | ) | $ | 1.14 | $ | (0.22 | ) | |||||||||
Cash used in operating activities
|
$ | (1,676 | ) | $ | (2,603 | ) | $ | (685 | ) | $ | (271 | ) | $ | (1,812 | ) | $ | (651 | ) | $ | (987 | ) | $ | (1,394 | ) |
(1)
|
Quarterly information prior to August 31, 2009 has been reclassified to conform to the financial statement presentation subsequent to that date.
|
(2)
|
During periods of net loss, the calculation of diluted loss per share excludes all common shares potentially issuable upon the exercise of stock options, warrants and the convertible debenture that could dilute basic loss per share, because to do so would be anti-dilutive.
|
CAPITAL RISK MANAGEMENT
|
|
•
|
Maintain its ability to continue as a going concern in order to provide returns to shareholders and benefits to other stakeholders;
|
|
•
|
Maintain a flexible capital structure which optimizes the cost of capital at acceptable risk;
|
|
•
|
Ensure sufficient cash resources to fund its research and development activity, to pursue partnership and collaboration opportunities and to maintain ongoing operations.
|
Cash Position
|
(Amounts in 000’s)
|
Less than
1 year
|
1-3
years
|
3-5
years
|
Total
|
||||||||||||
Operating leases
|
$ | 141 | $ | 169 | $ | 17 | $ | 327 | ||||||||
Total
|
$ | 141 | $ | 169 | $ | 17 | $ | 327 |
|
•
|
Our ability to continue as a going concern.
|
|
•
|
The cash and cash equivalents on hand are not sufficient to execute our operating strategies for the next twelve months and we may not be able to raise sufficient funds to continue operations.
|
|
•
|
We have a history of operating losses. We expect to incur net losses and we may never achieve or maintain profitability.
|
|
•
|
Clinical trials are long, expensive and uncertain processes and Health Canada or the FDA may ultimately not approve any of our product candidates. We may never develop any commercial drugs or other products that generate revenues.
|
|
•
|
Future sales of our common shares by us or by our existing shareholders could cause our share price to fall.
|
|
•
|
We have indemnified Old Lorus and its directors, officers and employees in respect of the Arrangement.
|
|
•
|
We may be unable to obtain partnerships for one or more of our product candidates which could curtail future development and negatively impact our share price.
|
|
•
|
We may be unable to obtain patents to protect our technologies from other companies with competitive products, and patents of other companies could prevent us from manufacturing, developing or marketing our products.
|
|
•
|
Our products and product candidates may infringe the intellectual property rights of others, which could increase our costs.
|
|
•
|
Our share price has been and may continue to be volatile and an investment in our common shares could suffer a decline in value.
|
CRITICAL ACCOUNTING POLICIES
|
Critical Accounting Policies and Estimates
|
DISCLOSURE CONTROLS AND INTERNAL CONTROLS OVER FINANCIAL REPORTING
|
•
|
Stock-based compensation (IFRS 2)
|
•
|
Property, plant and equipment (IAS 16)
|
•
|
Intangible Assets (IAS 38)
|
•
|
Impairment (IAS 36)
|
•
|
Provisions, Contingent Liabilities and Contingent Assets (IAS 37)
|
•
|
Financial statement presentation (IAS 1)
|
UPDATED SHARE INFORMATION
|
ADDITIONAL INFORMATION
|
1.
|
Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Lorus Therapeutics Inc. (the “issuer”) for the interim period ended February 28, 2011.
|
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, for the period covered by the interim filings.
|
3.
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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.
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4.
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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.
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5.
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Design: 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
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(a)
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designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
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(i)
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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;
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(ii)
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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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(b)
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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.
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5.1
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Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
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5.2
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ICFR - material weakness relating to design: N/A
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5.3
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Limitation on scope of design: N/A
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6.
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Reporting 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 December 1, 2010 and ended on February 28, 2011 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
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/s/ Aiping Young
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Aiping Young
President and CEO
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1.
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Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Lorus Therapeutics Inc. (the “issuer”) for the interim period ended February 28, 2011.
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2.
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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, for the period covered by the interim filings.
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3.
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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.
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4.
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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.
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5.
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Design: 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;
|
|
(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)
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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.
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5.1
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Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
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5.2
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ICFR - material weakness relating to design: N/A
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5.3
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Limitation on scope of design: N/A
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6.
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Reporting 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 December 1, 2010 and ended on February 28, 2011 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
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/s/ Elizabeth Williams
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Elizabeth Williams
Director of Finance and Acting CFO
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