CSA NI 51-102 — Information Circular

Overview

Draft and validate the Information Circular (proxy circular) for Canadian reporting issuers under NI 51-102 Part 9 and Form 51-102F5. Ensures matters to be voted on, director/officer disclosure, and executive compensation for SEDAR+ filing.

Example Conversation

You: We need to draft our Information Circular for the upcoming AGM. Can you prepare the sections on matters to be voted on, directors and officers, and executive compensation, then validate the draft?

Agent: I’ll draft the Information Circular per Form 51-102F5 with those sections and run validate_ni51102_information_circular on the draft.

Agent: Created information-circular-draft.md. Running validate_ni51102_information_circular…

Agent: Check PASS — the document includes matters to be voted on, director/officer disclosure, and executive compensation, with no placeholders. You can file on SEDAR+ after final review.

What the Tools Validate

validate_ni51102_information_circular checks the Information Circular draft for:

• Matters to be voted on — Description of each matter (e.g. election of directors, say-on-pay, resolutions).
• Director/officer disclosure — Background and other required disclosure about directors and officers.
• Executive compensation — Named executive officer compensation or equivalent as required (Form 51-102F6 may apply).
• Placeholders — Flags [TODO], TBD, or similar to replace before SEDAR+ filing.

Output: PASS when there are no errors or warnings; otherwise FAIL with a findings list. Fix flagged items and re-run until the check passes.

Output Excerpt

Information Circular (excerpt):

## Matters to be Voted On

At the meeting, security holders will be asked to vote on: (1) election of directors; (2) appointment of auditors; (3) say-on-pay advisory vote...

## Directors and Officers

The following table sets out the names, positions, and background of our directors and officers...

## Executive Compensation

Compensation discussion and analysis and named executive officer compensation tables are set out below...

validate_ni51102_information_circular report (excerpt):

=== CSA NI 51-102 INFORMATION CIRCULAR (Form 51-102F5) VALIDATION ===
Result: PASS

Getting Started

Add your source materials to the project workspace (prior circular, board/compensation data), then activate the CSA NI 51-102 — Information Circular skill. The agent will guide you through drafting and validating with validate_ni51102_information_circular.