Regulation 52-110 Respecting Audit Committees

Regulation 52-110 September 19, 2025 Page 1 Last amendment in force on September 19, 2025 This document has official status chapitre V-1.1, r. 28 REGULATION 52-110 RESPECTING AUDIT COMMITTEES Securities Act (chapitre V-1.1, s. 331.1) PART 1 DEFINITIONS AND APPLICATION 1.1. Definitions In this Regulation, "accounting principles" has the meaning ascribed to it in Regulation 52-107 respecting Acceptable Accounting Principles and Auditing Standards (c. V-1.1, r. 25); "AIF" has the meaning ascribed to it in Regulation 51-102 respecting Continuous Disclosure Obligations (c. V-1.1, r. 24); "asset-backed security" has the meaning ascribed to it in Regulation 51-102 respecting Continuous Disclosure Obligations; "audit committee" means a committee (or an equivalent body) established by and among the board of directors of an issuer for the purpose of overseeing the accounting and financial reporting processes of the issuer and audits, by its external auditor, of the financial statements of the issuer, and, if no such committee exists, the entire board of directors of the issuer; "audit services" means the professional services rendered by the issuer's external auditor for the audit and review of the issuer's financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements; "board of directors" means, for a person or company that does not have a board of directors, an individual or group that acts in a capacity similar to a board of directors; "credit support issuer" has the meaning ascribed to it in section 13.4 of Regulation 51-102 respecting Continuous Disclosure Obligations; “CSE senior tier” has the same meaning as “senior tier” as defined in section 1.3 of the listing rules of the Canadian Securities Exchange, as amended from time to time;

Regulation 52-110 September 19, 2025 Page 2 "designated foreign issuer" has the meaning ascribed to it in Regulation 71-102 respecting Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (c. V-1.1, r. 37); "exchangeable security issuer" has the meaning ascribed to it in section 13.3 of Regulation 51-102 respecting Continuous Disclosure Obligations; "executive officer" of an entity means an individual who is: (a) a chair of the entity; (b) a vice-chair of the entity; (c) the president of the entity; (d) a vice-president of the entity in charge of a principal business unit, division or function including sales, finance or production; (e) an officer of the entity or any of its subsidiary entities who performs a policy-making function in respect of the entity; or (f) an individual who performs a policy-making function in respect of the entity, excluding the individuals set out in paragraphs (a) to (e); "foreign private issuer" means an issuer that is a foreign private issuer within the meaning of Rule 405 under the 1934 Act; "immediate family member" means an individual's spouse, parent, child, sibling, mother or father-in-law, son or daughter-in-law, brother or sister-in-law, and anyone (other than an employee of either the individual or the individual's immediate family member) who shares the individual's home; "marketplace" has the meaning ascribed to it in Regulation 21-101 respecting Marketplace Operation (c. V-1.1, r. 5); "MD&A" has the meaning ascribed to it in Regulation 51-102 respecting Continuous Disclosure Obligations; "non-audit services" means services other than audit services; "SEC foreign issuer" has the meaning ascribed to it in Regulation 71-102 respecting Continuous Disclosure and Other Exemptions Relating to Foreign Issuers; "U.S. marketplace" means an exchange registered as a 'national securities exchange' under section 6 of the 1934 Act, or the Nasdaq Stock Market; “venture issuer” means an issuer that, at the end of its most recently completed financial year,

Regulation 52-110 September 19, 2025 Page 3 (a) did not have any of its securities listed or quoted on any of the Toronto Stock Exchange, Cboe Canada Inc., a U.S. marketplace, 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 AQSE Growth Market operated by Aquis Stock Exchange Limited, and; (b) was not a CSE senior tier issuer. M.O. 2005-10, s. 1.1; M.O. 2007-09, s. 1; M.O. 2010-17, s. 2; M.O. 2015-15, s. 1; M.O. 2025-16, s. 1. 1.2. Application This Regulation applies to all reporting issuers other than: (a) investment funds; (b) issuers of asset-backed securities; (c) designated foreign issuers; (d) SEC foreign issuers; (e) issuers that are subsidiary entities, if (i) the subsidiary entity does not have equity securities (other than non-convertible, non-participating preferred securities) trading on a marketplace, and (ii) the parent of the subsidiary entity is (A) subject to the requirements of this Regulation, or (B) an issuer that (1) has securities listed or quoted on a U.S. marketplace, and (2) is in compliance with the requirements of that U.S. marketplace applicable to issuers, other than foreign private issuers, regarding the role and composition of audit committees; (f) exchangeable security issuers, if the exchangeable security issuer qualifies for the relief contemplated by, and is in compliance with the requirements and conditions set out in, section 13.3 of Regulation 51-102 respecting Continuous Disclosure Obligations (c. V-1.1, r. 24); and (g) credit support issuers, if the credit support issuer qualifies for the relief contemplated by, and is in compliance with the requirements and conditions set out in, section 13.4 of Regulation 51-102 respecting Continuous Disclosure Obligations. M.O. 2005-10, s. 1.2; M.O. 2010-17, s. 3.

Regulation 52-110 September 19, 2025 Page 4 1.3. Member of Affiliated Entity, Subsidiary Entity and Control (1) For the purposes of this Regulation, a person or company is considered to be an affiliated entity of another person or company if (a) one of them controls or is controlled by the other or if both persons or companies are controlled by the same person or company, or (b) the person is an individual who is (i) both a director and an employee of an affiliated entity, or (ii) an executive officer, general partner or managing member of an affiliated entity. (2) For the purposes of this Regulation, a person or company is considered to be a subsidiary entity of another person or company if (a) it is controlled by, (i) that other, or (ii) that other and one or more persons or companies each of which is controlled by that other, or (iii) 2 or more persons or companies, each of which is controlled by that other; or (b) it is a subsidiary entity of a person or company that is the other's subsidiary entity. (3) For the purpose of this Regulation, "control" means the direct or indirect power to direct or cause the direction of the management and policies of a person or company, whether through ownership of voting securities or otherwise. (4) Despite subsection (1), an individual will not be considered to control an issuer for the purposes of this Regulation if the individual: (a) owns, directly or indirectly, 10% or less of any class of voting securities of the issuer; and (b) is not an executive officer of the issuer. M.O. 2005-10, s. 1.3. 1.4. Independence (1) An audit committee member is independent if he or she has no direct or indirect material relationship with the issuer.

Regulation 52-110 September 19, 2025 Page 5 (2) For the purposes of subsection (1), a "material relationship" is a relationship which could, in the view of the issuer's board of directors, be reasonably expected to interfere with the exercise of a member's independent judgement. (3) Despite subsection (2), the following individuals are considered to have a material relationship with an issuer: (a) an individual who is, or has been within the last 3 years, an employee or executive officer of the issuer; (b) an individual whose immediate family member is, or has been within the last 3 years, an executive officer of the issuer; (c) an individual who: (i) is a partner of a firm that is the issuer's internal or external auditor, (ii) is an employee of that firm, or (iii) was within the last 3 years a partner or employee of that firm and personally worked on the issuer's audit within that time; (d) an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual: (i) is a partner of a firm that is the issuer's internal or external auditor, (ii) is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or (iii) was within the last 3 years a partner or employee of that firm and personally worked on the issuer's audit within that time; (e) an individual who, or whose immediate family member, is or has been within the last 3 years, an executive officer of an entity if any of the issuer's current executive officers serves or served at that same time on the entity's compensation committee; and (f) an individual who received, or whose immediate family member who is employed as an executive officer of the issuer received, more than $75,000 in direct compensation from the issuer during any 12 month period within the last 3 years. (4) Despite subsection (3), an individual will not be considered to have a material relationship with the issuer solely because (a) he or she had a relationship identified in subsection (3) if that relationship ended before June 30, 2005; or

Regulation 52-110 September 19, 2025 Page 6 (b) he or she had a relationship considered to be material under this section with the parent or subsidiary of the issuer that ended before June 30, 2005. (5) For the purposes of clauses (3)(c) and (3)(d), a partner does not include a fixed income partner whose interest in the firm that is the internal or external auditor is limited to the receipt of fixed amounts of compensation (including deferred compensation) for prior service with that firm if the compensation is not contingent in any way on continued service. (6) For the purposes of clause (3)(f), direct compensation does not include: (a) remuneration for acting as a member of the board of directors or of any board committee of the issuer, and (b) the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service. (7) Despite subsection (3), an individual will not be considered to have a material relationship with the issuer solely because the individual or his or her immediate family member (a) has previously acted as an interim chief executive officer of the issuer, or (b) acts, or has previously acted, as a chair or vice-chair of the board of directors or of any board committee of the issuer on a part-time basis. (8) For the purpose of section 1.4, an issuer includes a subsidiary entity of the issuer and a parent of the issuer. M.O. 2005-10, s. 1.4. 1.5. Additional Independence Requirements (1) Despite any determination made under section 1.4, an individual who (a) accepts, directly or indirectly, any consulting, advisory or other compensatory fee from the issuer or any subsidiary entity of the issuer, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee, or as a part-time chair or vice-chair of the board or any board committee; or (b) is an affiliated entity of the issuer or any of its subsidiary entities, is considered to have a material relationship with the issuer. (2) For the purposes of subsection (1), the indirect acceptance by an individual of any consulting, advisory or other compensatory fee includes acceptance of a fee by

Regulation 52-110 September 19, 2025 Page 7 (a) an individual's spouse, minor child or stepchild, or a child or stepchild who shares the individual's home; or (b) an entity in which such individual is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to the issuer or any subsidiary entity of the issuer. (3) For the purposes of subsection (1), compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service. M.O. 2005-10, s. 1.5. 1.6. Meaning of Financial Literacy For the purposes of this Regulation, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer's financial statements. M.O. 2005-10, s. 1.6. PART 2 AUDIT COMMITTEE RESPONSIBILITIES 2.1. Audit Committee Every issuer must have an audit committee that complies with the requirements of the Regulation. M.O. 2005-10, s. 2.1. 2.2. Relationship with External Auditors Every issuer must require its external auditor to report directly to the audit committee. M.O. 2005-10, s. 2.2. 2.3. Audit Committee Responsibilities (1) An audit committee must have a written charter that sets out its mandate and responsibilities.

Regulation 52-110 September 19, 2025 Page 8 (2) An audit committee must recommend to the board of directors: (a) the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the issuer; and (b) the compensation of the external auditor. (3) An audit committee must be directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the issuer, including the resolution of disagreements between management and the external auditor regarding financial reporting. (4) An audit committee must pre-approve all non-audit services to be provided to the issuer or its subsidiary entities by the issuer's external auditor. (5) An audit committee must review the issuer's financial statements, MD&A and annual and interim profit or loss press releases before the issuer publicly discloses this information. (6) An audit committee must be satisfied that adequate procedures are in place for the review of the issuer's public disclosure of financial information extracted or derived from the issuer's financial statements, other than the public disclosure referred to in subsection (5), and must periodically assess the adequacy of those procedures. (7) An audit committee must establish procedures for: (a) the receipt, retention and treatment of complaints received by the issuer regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters. (8) An audit committee must review and approve the issuer's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the issuer. M.O. 2005-10, s. 2.3; M.O. 2010-17, s. 4. 2.4. De Minimis Non-Audit Services An audit committee satisfies the pre-approval requirement in subsection 2.3(4) if: (a) the aggregate amount of all the non-audit services that were not pre￾approved is reasonably expected to constitute no more than 5% of the total amount of fees paid by the issuer and its subsidiary entities to the issuer's external auditor during the fiscal year in which the services are provided;

Regulation 52-110 September 19, 2025 Page 9 (b) the issuer or the subsidiary entity of the issuer, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and (c) the services are promptly brought to the attention of the audit committee of the issuer and approved, prior to the completion of the audit, by the audit committee or by one or more of its members to whom authority to grant such approvals has been delegated by the audit committee. M.O. 2005-10, s. 2.4. 2.5. Delegation of Pre-Approval Function (1) An audit committee may delegate to one or more independent members the authority to pre-approve non-audit services in satisfaction of the requirement in subsection 2.3(4). (2) The pre-approval of non-audit services by any member to whom authority has been delegated pursuant to subsection (1) must be presented to the audit committee at its first scheduled meeting following such pre-approval. M.O. 2005-10, s. 2.5. 2.6. Pre-Approval Policies and Procedures An audit committee satisfies the pre-approval requirement in subsection 2.3(4) if it adopts specific policies and procedures for the engagement of the non-audit services, if: (a) the pre-approval policies and procedures are detailed as to the particular service; (b) the audit committee is informed of each non-audit service; and (c) the procedures do not include delegation of the audit committee's responsibilities to management. M.O. 2005-10, s. 2.6. PART 3 COMPOSITION OF THE AUDIT COMMITTEE 3.1. Composition (1) An audit committee must be composed of a minimum of 3 members. (2) Every audit committee member must be a director of the issuer. (3) Subject to sections 3.2, 3.3, 3.4, 3.5 and 3.6, every audit committee member must be independent.

Regulation 52-110 September 19, 2025 Page 10 (4) Subject to sections 3.5 and 3.8, every audit committee member must be financially literate. M.O. 2005-10, s. 3.1. 3.2. Initial Public Offerings (1) Subject to section 3.9, if an issuer has filed a prospectus to qualify the distribution of securities that constitutes its initial public offering, subsection 3.1(3) does not apply for a period of up to 90 days commencing on the date of the receipt for the prospectus, provided that one member of the audit committee is independent. (2) Subject to section 3.9, if an issuer has filed a prospectus to qualify the distribution of securities that constitutes its initial public offering, subsection 3.1(3) does not apply for a period of up to 1 year commencing on the date of the receipt for the prospectus, provided that a majority of the audit committee members are independent. M.O. 2005-10, s. 3.2. 3.3. Controlled Companies (1) An audit committee member that sits on the board of directors of an affiliated entity is exempt from the requirement in subsection 3.1(3) if the member, except for being a director (or member of a board committee) of the issuer and the affiliated entity, is otherwise independent of the issuer and the affiliated entity. (2) Subject to section 3.7, an audit committee member is exempt from the requirement in subsection 3.1(3) if: (a) the member would be independent of the issuer but for the relationship described in paragraph 1.5(1)(b) or if the member was not considered to have a material relationship with the parent or subsidiary entity of the issuer pursuant to section 1.4; (b) the member is not an executive officer, general partner or managing member of a person or company that (i) is an affiliated entity of the issuer, and (ii) has its securities trading on a marketplace; (c) the member is not an immediate family member of an executive officer, general partner or managing member referred to in paragraph (b), above; (d) the member does not act as the chair of the audit committee; and (e) the board determines in its reasonable judgement that

Regulation 52-110 September 19, 2025 Page 11 (i) the member is able to exercise the impartial judgement necessary for the member to fulfill his or her responsibilities as an audit committee member, and (ii) the appointment of the member is required by the best interests of the issuer and its shareholders. M.O. 2005-10, s. 3.3; M.O. 2007-09, s. 2. 3.4. Events Outside Control of Member Subject to section 3.9, if an audit committee member ceases to be independent for reasons outside the member's reasonable control, the member is exempt from the requirement in subsection 3.1(3) for a period ending on the later of: (a) the next annual meeting of the issuer, and (b) the date that is 6 months from the occurrence of the event which caused the member to not be independent. M.O. 2005-10, s. 3.4. 3.5. Death, Disability or Resignation of Member Subject to section 3.9, if the death, disability or resignation of an audit committee member has resulted in a vacancy on the audit committee that the board of directors is required to fill, an audit committee member appointed to fill such vacancy is exempt from the requirements in subsections 3.1(3) and (4) for a period ending on the later of: (a) the next annual meeting of the issuer, and (b) the date that is 6 months from the day the vacancy was created. M.O. 2005-10, s. 3.5. 3.6. Temporary Exemption for Limited and Exceptional Circumstances Subject to section 3.7, an audit committee member is exempt from the requirement in subsection 3.1(3) if: (a) the member is not an individual described in subsection 1.5(1); (b) the member is not an employee or officer of the issuer, or an immediate family member of an employee or officer of the issuer; (c) the board, under exceptional and limited circumstances, determines in its reasonable judgement that (i) the member is able to exercise the impartial judgement necessary for the member to fulfill his or her responsibilities as an audit committee member, and

Regulation 52-110 September 19, 2025 Page 12 (ii) the appointment of the member is required by the best interests of the issuer and its shareholders; (d) the member does not act as chair of the audit committee; and (e) the member does not rely upon this exemption for a period of more than 2 years. M.O. 2005-10, s. 3.6. 3.7. Majority Independent The exemptions in subsection 3.3(2) and section 3.6 are not available to a member unless a majority of the audit committee members would be independent. M.O. 2005-10, s. 3.7. 3.8. Acquisition of Financial Literacy Subject to section 3.9, an audit committee member who is not financially literate may be appointed to the audit committee provided that the member becomes financially literate within a reasonable period of time following his or her appointment. M.O. 2005-10, s. 3.8. 3.9. Restriction on Use of Certain Exemptions The exemptions in sections 3.2, 3.4, 3.5 and 3.8 are not available to a member unless the issuer's board of directors has determined that the reliance on the exemption will not materially adversely affect the ability of the audit committee to act independently and to satisfy the other requirements of this Regulation. M.O. 2005-10, s. 3.9. PART 4 AUTHORITY OF THE AUDIT COMMITTEE 4.1. Authority An audit committee must have the authority (a) to engage independent counsel and other advisors as it determines necessary to carry out its duties, (b) to set and pay the compensation for any advisors employed by the audit committee, and (c) to communicate directly with the internal and external auditors. M.O. 2005-10, s. 4.1.

Regulation 52-110 September 19, 2025 Page 13 PART 5 REPORTING OBLIGATIONS 5.1. Required Disclosure Every issuer must include in its AIF the disclosure required by Form 52-110F1. M.O. 2005-10, s. 5.1. 5.2. Management Information Circular If management of an issuer solicits proxies from the security holders of the issuer for the purpose of electing directors to the issuer's board of directors, the issuer must include in its management information circular a cross-reference to the sections in the issuer's AIF that contain the information required by section 5.1. M.O. 2005-10, s. 5.2. PART 6 VENTURE ISSUERS 6.1. Venture Issuers Venture issuers are exempt from the requirements of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations). M.O. 2005-10, s. 6.1. 6.1.1. Composition of Audit Committee (1) An audit committee of a venture issuer must be composed of a minimum of 3 members. (2) Every member of an audit committee of a venture issuer must be a director of the issuer. (3) Subject to subsections (4), (5) and (6), a majority of the members of an audit committee of a venture issuer must not be executive officers, employees or control persons of the venture issuer or of an affiliate of the venture issuer. (4) If a circumstance arises that affects the business or operations of the venture issuer, and a reasonable person would conclude that the circumstance can be best addressed by a member of the audit committee becoming an executive officer or employee of the venture issuer, subsection (3) does not apply to the audit committee in respect of the member until the later of: (a) the next annual meeting of the venture issuer; (b) the date that is 6 months after the date on which the circumstance arose.

Regulation 52-110 September 19, 2025 Page 14 (5) If an audit committee member becomes a control person of the venture issuer or of an affiliate of the venture issuer for reasons outside the member’s reasonable control, subsection (3) does not apply to the audit committee in respect of that member until the later of: (a) the next annual meeting of the venture issuer; (b) the date that is 6 months after the event which caused the member to become a control person. (6) If a vacancy on the audit committee arises as a result of the death, incapacity or resignation of an audit committee member and the board of directors is required to fill the vacancy, subsection (3) does not apply to the audit committee, in respect of the member appointed to fill the vacancy, until the later of: (a) the next annual meeting of the venture issuer; (b) the date that is 6 months from the day the vacancy was created. (7) This section applies to a venture issuer in respect of a financial year beginning on or after January 1, 2016. M.O. 2015-08, s. 1. 6.2. Required Disclosure (1) Subject to subsection (2), if management of a venture issuer solicits proxies from the security holders of the venture issuer for the purpose of electing directors to its board of directors, the venture issuer must include in its management information circular the disclosure required by Form 52-110F2. (2) A venture issuer that is not required to send a management information circular to its security holders must provide the disclosure required by Form 52-110F2 in its AIF or annual MD&A. M.O. 2005-10, s. 6.2. PART 7 U.S. LISTED ISSUERS 7.1. U.S. Listed Issuers An issuer that has securities listed or quoted on a U.S. marketplace is exempt from the requirements of Parts 2 (Audit Committee Responsibilities), 3 (Composition of the Audit Committee), 4 (Authority of the Audit Committee), and 5 (Reporting Obligations), if:

Regulation 52-110 September 19, 2025 Page 15 (a) the issuer is in compliance with the requirements of that U.S. marketplace applicable to issuers, other than foreign private issuers, regarding the role and composition of audit committees; and (b) if the issuer is incorporated, continued or otherwise organized in a jurisdiction in Canada, the issuer includes in its AIF the disclosure (if any) required by paragraph 7 of Form 52-110F1. M.O. 2005-10, s. 7.1. PART 8 EXEMPTIONS 8.1. Exemptions (1) The securities regulatory authority may grant an exemption from this rule, 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). M.O. 2005-10, s. 8.1. PART 9 EFFECTIVE DATE 9.1. Effective Date (Omitted). M.O. 2005-10, s. 9.1.

Regulation 52-110 September 19, 2025 Page 16 FORM 52-110F1 AUDIT COMMITTEE INFORMATION REQUIRED IN AN AIF

1. The Audit Committee's Charter Disclose the text of the audit committee's charter.
2. Composition of the Audit Committee Disclose the name of each audit committee member and state whether or not the member is (i) independent and (ii) financially literate..
3. Relevant Education and Experience Describe the education and experience of each audit committee member that is relevant to the performance of his or her responsibilities as an audit committee member and, in particular, disclose any education or experience that would provide the member with: (a) an understanding of the accounting principles used by the issuer to prepare its financial statements; (b) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions; (c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the issuer's financial statements, or experience actively supervising one or more individuals engaged in such activities; and (d) an understanding of internal controls and procedures for financial reporting.
4. Reliance on Certain Exemptions If, at any time since the commencement of the issuer's most recently completed financial year, the issuer has relied on (a) the exemption in section 2.4 (De Minimis Non-audit Services), (b) the exemption in section 3.2 (Initial Public Offerings), (c) the exemption in section 3.4 (Events Outside Control of Member), (d) the exemption in section 3.5 (Death, Disability or Resignation of Audit Committee Member) or

Regulation 52-110 September 19, 2025 Page 17 (e) an exemption from this Regulation, in whole or in part, granted under Part 8 (Exemptions), state that fact. 5. Reliance on the Exemption in Subsection 3.3(2) or Section 3.6 If, at any time since the commencement of the issuer's most recently completed financial year, the issuer has relied upon the exemption in subsection 3.3(2) (Controlled Companies) or section 3.6 (Temporary Exemption for Limited and Exceptional Circumstances), state that fact and disclose (a) the name of the member, and (b) the rationale for appointing the member to the audit committee. 6. Reliance on Section 3.8 If, at any time since the commencement of the issuer's most recently completed financial year, the issuer has relied upon section 3.8 (Acquisition of Financial Literacy), state that fact and disclose (a) the name of the member, (b) that the member is not financially literate, and (c) the date by which the member expects to become financially literate. 7. Audit Committee Oversight If, at any time since the commencement of the issuer's most recently completed financial year, a recommendation of the audit committee to nominate or compensate an external auditor was not adopted by the board of directors, state that fact and explain why. 8. Pre-Approval Policies and Procedures If the audit committee has adopted specific policies and procedures for the engagement of non-audit services, describe those policies and procedures. 9. External Auditor Service Fees (By Category) (1) Disclose, under the caption "Audit Fees", the aggregate fees billed by the issuer's external auditor in each of the last 2 fiscal years for audit services. (2) Disclose, under the caption "Audit-Related Fees", the aggregate fees billed in each of the last 2 fiscal years for assurance and related services by the issuer's external auditor that are reasonably related to the performance of the audit or review of the issuer's financial statements and are not reported under clause (1) above. Include a

Regulation 52-110 September 19, 2025 Page 18 description of the nature of the services comprising the fees disclosed under this category. (3) Disclose, under the caption "Tax Fees", the aggregate fees billed in each of the last 2 fiscal years for professional services rendered by the issuer's external auditor for tax compliance, tax advice, and tax planning. Include a description of the nature of the services comprising the fees disclosed under this category. (4) Disclose, under the caption "All Other Fees", the aggregate fees billed in each of the last 2 fiscal years for products and services provided by the issuer's external auditor, other than the services reported under clauses (1) to (3), above. Include a description of the nature of the services comprising the fees disclosed under this category. INSTRUCTION The fees required to be disclosed by this paragraph 9 relate only to services provided to the issuer or its subsidiary entities by the issuer's external auditor. M.O. 2005-10, Sch. 52-110F1; M.O. 2010-17, s. 5.

Regulation 52-110 September 19, 2025 Page 19 FORM 52-110F2 DISCLOSURE BY VENTURE ISSUERS

1. The Audit Committee's Charter Disclose the text of the audit committee's charter.
2. Composition of the Audit Committee Disclose the name of each audit committee member and state whether or not the member is (i) independent and (ii) financially literate.
3. Relevant Education and Experience Describe the education and experience of each audit committee member that is relevant to the performance of his or her responsibilities as an audit committee member and, in particular, disclose any education or experience that would provide the member with: (a) an understanding of the accounting principles used by the issuer to prepare its financial statements; (b) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions; (c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the issuer's financial statements, or experience actively supervising one or more individuals engaged in such activities; and (d) an understanding of internal controls and procedures for financial reporting.
4. Audit Committee Oversight If, at any time since the commencement of the issuer's most recently completed financial year, a recommendation of the audit committee to nominate or compensate an external auditor was not adopted by the board of directors, state that fact and explain why.
5. Reliance on Certain Exemptions If, at any time since the commencement of the issuer’s most recently completed financial year, the issuer has relied on (a) the exemption in section 2.4, (b) the exemption in subsection 6.1.1(4),

Regulation 52-110 September 19, 2025 Page 20 (c) the exemption in subsection 6.1.1(5), (d) the exemption in subsection 6.1.1(6), or (e) an exemption from this Instrument, in whole or in part, granted under Part 8, state that fact. 6. Pre-Approval Policies and Procedures If the audit committee has adopted specific policies and procedures for the engagement of non-audit services, describe those policies and procedures. 7. External Auditor Service Fees (By Category) (1) Disclose, under the caption "Audit Fees", the aggregate fees billed by the issuer's external auditor in each of the last 2 fiscal years for audit fees. (2) Disclose, under the caption "Audit-Related Fees", the aggregate fees billed in each of the last 2 fiscal years for assurance and related services by the issuer's external auditor that are reasonably related to the performance of the audit or review of the issuer's financial statements and are not reported under clause (1) above. Include a description of the nature of the services comprising the fees disclosed under this category. (3) Disclose, under the caption "Tax Fees", the aggregate fees billed in each of the last 2 fiscal years for professional services rendered by the issuer's external auditor for tax compliance, tax advice, and tax planning. Include a description of the nature of the services comprising the fees disclosed under this category. (4) Disclose, under the caption "All Other Fees", the aggregate fees billed in each of the last 2 fiscal years for products and services provided by the issuer's external auditor, other than the services reported under clauses (1) to (3), above. Include a description of the nature of the services comprising the fees disclosed under this category. INSTRUCTION The fees required to be disclosed by this paragraph 7 relate only to services provided to the issuer or its subsidiary entities by the issuer's external auditor. 8. Exemption Disclose that the issuer is relying upon the exemption in section 6.1 of the Regulation. M.O. 2005-10, Sch. 52-110F2; M.O. 2010-17, s. 5; M.O. 2015-08, s. 2.

Regulation 52-110 September 19, 2025 Page 21 TRANSITIONAL PROVISIONS M.O. 2010-17, 2010 G.O. 2, 3918 6. This Regulation, except paragraph (2) of section 2, only applies to periods relating to financial years beginning on or after January 1, 2011. Decision 2005-PDG-0154, 2005-06-03 Bulletin de l'Autorité: 2005-07-01, Vol. 2 n° 26 M.O. 2005-10, 2005 G.O. 2, 1997 Amendments Decision 2007-PDG-0210, 2007-11-30 Bulletin de l'Autorité: 2008-01-11, Vol. 5 n° 1 M.O. 2007-09, 2007 G.O. 2, 4077 Decision 2010-PDG-0216, 2010-11-22 Bulletin de l'Autorité: 2010-12-17, Vol. 7 n° 50 M.O. 2010-17, 2010 G.O. 2, 3918 Decision 2015-PDG-0080, 2015-05-20 Bulletin de l’Autorité: 2015-06-25, Vol. 12 n° 25 A.M. 2015-08, 2015 G.O. 2, 1125 Decision 2015-PDG-0152, 2015-09-30 Bulletin de l’Autorité: 2015-11-05, Vol. 12 n° 44 M.O. 2015-15, 2015 G.O. 2, 2911 Decision 2025-PDG-0041, 2025-07-22 Bulletin de l’Autorité : 2025-09-04, Vol. 22 n° 35 M.O. 2025-16, 2025 G.O. 2, 3121