Alberta Gazette — 30 March (i)
0330 i
Alberta — Gazette
The Alberta Gazette
PART 1
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Vol. 98EDMONTON, SATURDAY, MARCH 30, 2002No. 6
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PROCLAMATION
[GREAT SEAL]
CANADA
PROVINCE OF ALBERTALois E. Hole, Lieutenant Governor.
ELIZABETH THE SECOND, by the Grace of God, of the United Kingdom, Canada, and Her Other Realms and Territories, QUEEN, Head of the Commonwealth, Defender of the Faith
P R O C L A M A T I O N
To all to Whom these Presents shall come GREETING
Terrence (Terry) Matchett, Deputy Minister of Justice and
Deputy Attorney General
WHEREAS
section 5 of the Maintenance Enforcement Amendment Act, RSA 2000 c17 (Supp), provides that that Act comes into force on Proclamation; and
WHEREAS it is expedient to proclaim the Maintenance Enforcement Amendment Act, RSA 2000 c17 (Supp), in force:
NOW KNOW YE THAT by and with the advice and consent of Our Executive Council of Our Province of Alberta, by virtue of the provisions of the said Act hereinbefore referred to and of all other power and authority whatsoever in Us vested in that behalf, We have ordered and declared and do hereby proclaim the Maintenance Enforcement Amendment Act, RSA 2000 c17 (Supp), in force on March 15, 2002.
IN TESTIMONY WHEREOF We have caused these Our Letters to be made Patent and the Great Seal of Our Province of Alberta to be hereunto affixed.
WITNESS: THE HONOURABLE LOIS E. HOLE, Lieutenant Governor of Our Province of Alberta, in Our City of Edmonton in Our Province of Alberta, this 12 day ofin the Year of Our Lord Two Thousand Two and in the Fifty-first Year of Our Reign.
BY COMMANDDavid Hancock, Provincial Secretary.
APPOINTMENTS
PROVINCIAL COURT JUDGES ACT
Appointment of Supernumerary Judge
June 13, 2002
The Honourable Judge Robert S. Dinkel, of Calgary
November 1, 2002
The Honourable Judge Gordon W. Clozza, of Drumheller
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ORDERS-IN-COUNCIL
MUNICIPAL GOVERNMENT ACT
O.C. 78/2002
Approved and ordered:
Lois E. Hole,
Lieutenant Governor.Edmonton, February 27, 2002
The Lieutenant Governor in Council orders that effective January 1, 2002 the land described in Appendix A and shown on the sketch in Appendix B is separated from The City of Edmonton and annexed to the City of St. Albert.
Ralph Klein, Chair.
APPENDIX A
DETAILED DESCRIPTION OF THE LANDS SEPARATED FROM
THE CITY OF EDMONTON
AND ANNEXED TO THE CITY OF ST. ALBERT
ALL THAT PORTION OF THE SOUTHWEST QUARTER OF
SECTION THIRTY-FOUR (34), TOWNSHIP FIFTY-THREE (53), RANGE TWENTY-FIVE (25), WEST OF THE FOURTH MERIDIAN DESCRIBED AS COMMENCING AT THE INTERSECTION OF THE NORTHEASTERLY LIMIT OF LOT 73U, BLOCK 1, PLAN 782 0533 AND THE NORTHERLY LIMIT OF RIGHT-OF-WAY PLAN 1802TR THENCE NORTHWESTERLY ALONG THE NORTHEASTERLY LIMIT OF SAID LOT 73U A DISTANCE OF APPROXIMATELY 305 METRES TO A DEFLECTION POINT THENCE NORTHEASTERLY A DISTANCE OF APPROXIMATELY 53 METRES TO ROAD POST R24 AS SHOWN ON ROAD PLAN 1707LZ THENCE SOUTHEASTERLY ALONG THE NORTHEASTERLY LIMIT OF ROAD PLAN 1707LZ TO A POINT ON THIS NORTHEASTERLY LIMIT WHICH LIES 91 METRES SOUTHEASTERLY OF ROAD POST R23 THENCE SOUTHWESTERLY TO THE POINT OF COMMENCEMENT.
THE LAND HEREIN DESCRIBED CONTAINING 2.22 HECTARES MORE OR LESS.
APPENDIX B
A SKETCH SHOWING THE GENERAL LOCATION OF
THE AREA ANNEXED TO THE CITY OF ST. ALBERT
GOVERNMENT NOTICES
AGRICULTURE, FOOD AND RURAL DEVELOPMENT
FORM 15
(Irrigation Districts Act)
(Section 88)
NOTICE TO IRRIGATION SECRETARIAT:
CHANGE OF AREA OF AN IRRIGATION DISTRICT
On behalf of the Raymond Irrigation District, I hereby request that the Irrigation Secretariat forward a certified copy of this notice to the Registrar of Land Titles for the purposes of registration under
section 23 of the Land Titles Act and arrange for notice to be published in the Alberta Gazette.
The following parcels of land should be ADDED to the irrigation district and the appropriate notation added to the certificate of title:
Short Legal Description,Title Number
4;19;5;27;NW,751 127 284
4;19;5;27;NE,751 127 284
4;19;5;32;SW,751 127 286
4;19;5;32;SE,751 127 286
4;21;6;25;NE,77l 040 362 C
4;21;6;35;SW,175U213
4;21;6;35;;13,14,001 314 033
4;20;5;25;NE,981 002 594 + 1
I certify that the procedures required under
Part 4 of the Irrigation Districts Act have been completed and the area of the Raymond Irrigation District should be changed according to the above list.
Laurie Hodge, Office Manager.
Irrigation Secretariat.
_______________________
FORM 15
(Irrigation Districts Act)
(Section 88)
NOTICE TO IRRIGATION SECRETARIAT:
CHANGE OF AREA OF AN IRRIGATION DISTRICT
On behalf of the St. Mary Irrigation District, I hereby request that the Irrigation Secretariat forward a certified copy of this notice to the Registrar of Land Titles for the purposes of registration under
section 23 of the Land Titles Act and arrange for notice to be published in the Alberta Gazette.
The following parcels of land should be ADDED to the irrigation district and the appropriate notation added to the certificate of title:
Short Legal Description,Title Number
4;11;8;21;NW,891 207 166 K
4;21;8;33;NE, SE,981 288 341 + 3
The following parcels of land should be REMOVED from the irrigation district and the notation removed from the certificate of title:
Short Legal Description,Title Number
9011411;;1,901 209 402
350AI;1,2,6,7,011 378 418
I certify that the procedures required under
Part 4 of the Irrigation Districts Act have been completed and the area of the St. Mary Irrigation District should be changed according to the above list.
Laurie Hodge, Office Manager.
Irrigation Secretariat.
_______________________
FORM 15
(Irrigation Districts Act)
(Section 88)
NOTICE TO IRRIGATION SECRETARIAT:
CHANGE OF AREA OF AN IRRIGATION DISTRICT
On behalf of the Western Irrigation District, I hereby request that the Irrigation Secretariat forward a certified copy of this notice to the Registrar of Land Titles for the purposes of registration under
section 23 of the Land Titles Act and arrange for notice to be published in the Alberta Gazette.
The following parcels of land should be ADDED to the irrigation district and the appropriate notation added to the certificate of title:
Short Legal Description,Title Number
SW 24-22-22-W4,001 038 898
The following parcels of land should be REMOVED from the irrigation district and the notation removed from the certificate of title:
Short Legal Description,Title Number
SE 36-22-23-W4,881 000 978
I certify that the procedures required under
Part 4 of the Irrigation Districts Act have been completed and the area of the Western Irrigation District should be changed according to the above list.
Laurie Hodge, Office Manager.
Irrigation Secretariat._______________________________________________________________________
COMMUNITY DEVELOPMENT
NOTICE OF INTENTION TO DESIGNATE REGISTERED HISTORIC RESOURCE
(Historical Resources Act)
File No. Des 2092
Notice is hereby given that sixty days from the date of service of this Notice, the Minister of Community Development intends to make an Order that the structure known as:
the Thomas Scott Residence, together with the land legally described as:
Plan I1, Block 94, Lot 27 and municipally located at, 9938-85 Avenue, Edmonton, Alberta
be designated as a Registered Historic Resource under
section 19 of the Historical Resources Act, R.S.A. 2000 C.H-9.
Dated March 6, 2002.
Mark Rasmussen, Assistant Deputy Minister.
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ENERGY
DECLARATION OF WITHDRAWAL FROM UNIT AGREEMENT
(Petroleum and Natural Gas Tenure Regulations)
The Minister of Energy on behalf of the Crown in Right of Alberta hereby declares and states that the Crown in right of Alberta has withdrawn as a party to the agreement entitled "Bittern Lake Glauconitic Agreement No. 2" effective February 20, 2002.
Brenda Allbright
For Minister of Energy.
PRODUCTION ALLOCATION UNIT AGREEMENT
(Mines and Minerals Act)
Notice is hereby given, pursuant to
section 146 of the Mines and Minerals Act, that the Minister of Energy on behalf of the Crown has executed counterparts of the agreement entitled "Production Allocation Unit Agreement - Modeste Viking Production Allocation Unit Agreement", and that the unit became effective on March 1, 2002.
EXECUTIVE COUNCIL
HOSTING EXPENSES EXCEEDING $600.00
For the period October 1, 2001 - December 31, 2001
Purpose: Ambassador of Iceland, Reception and Luncheon
Date: July 23, 2001
Location: Government House, Edmonton
Amount: $1,037.87
Purpose: Governor Song Fatong of Heilongjiang Province, Reception and Luncheon
Date: September 19, 2001
Location: Government House, Edmonton
Amount: $3,536.86
Purpose: Ukraine Vice Prime Minister, Reception and Luncheon
Date: October 3, 2001
Location: Government House, Edmonton
Amount: $3,309.90
Purpose: Order of Excellence Investiture Ceremony, Reception and Dinner
Date: October 18, 2001
Location: Government House, Edmonton
Amount: $5,149.90
Purpose: Northern Forum General Assembly, Reception and Luncheon
Date: October 29, 2001
Location: Government House, Edmonton
Amount: $3,751.48
Purpose: Ambassador of the Kingdom of Saudi Arabia,Luncheon
Date: November 5, 2001
Location: Government House, Edmonton
Amount: $1,069.50
Purpose: Ambassador of the Federal Republic of Germany, Reception and Luncheon
Date: November 14, 2001
Location: Government House, Edmonton
Amount: $1,727.09
Purpose: Ambassador of United Mexican States, Reception and Luncheon
Date: November 21, 2001
Location: Government House, Edmonton
Amount: $1,609.57
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GOVERNMENT SERVICES
VITAL STATISTICS
CERTIFICATE OF CHANGE OF PERSONAL NAME
(Change of Name Act)
All Notice of Change of Personal Names for 2002 can be viewed in print versions of the
Alberta Gazette or on QP Source Professional.
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INFRASTRUCTURE
SALE OR DISPOSITION OF LAND
(Government Organization Act)
Name of Purchaser: Pointe of View Marketing & Management Inc.
Consideration: $1,000,000
Land Description: Plan 5152JK, that portion of Block "C' which lies north west of transportation and utility corridor right of way on Plan 8911124, containing 8.33 acres more or less. Excepting thereout: Right of way number 9310486, 0.87 acres. Excepting thereout all mines and minerals. Located in the City of Calgary.
Name of Purchaser: Roane, Darlene Shirly Mary and Michael Joel Swain
Consideration: $320,000
Land Description: Plan 0013216, Block 4. Excepting thereout all mines and minerals. Area: 7.92 acres more or less. Located in the Municipal District of Foothills No. 31.
Name of Purchaser: Susun, Ferit
Consideration: $140,000
Land Description: The north half of the south east quarter of
section 32, township 54, range 23, west of the fourth meridian, containing 80 acres more or less. Excepting thereout all mines and minerals. Located in the City of Edmonton.
Name of Purchaser: Double B. Ventures Ltd.
Consideration: $250,000
Land Description: Descriptive plan 9822350, Lot 2, excepting thereout all mines and minerals. Area: 30.12 acres more or less. Located in the City of Grande Prairie.
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INNOVATION AND SCIENCE
HOSTING EXPENSES EXCEEDING $600.00
For the Quarter October 1, 2001 to December 31, 2001
Function Name: AARI Working Meeting
Date: October 15 & 16, 2001
Amount: $ 796
Purpose: Meeting with producers and scientists to conduct a strategic review of proposals.
Location: Edmonton, Alberta
Function Name: CIO Subcommittee On Information Protection
Date: October 24-26, 2001
Amount: $ 2,069
Purpose: The Office of the CIO has sponsored the national CIO Subcommittee on Information Protection in Edmonton.
Location: Edmonton, Alberta
Function Name: iCore Launch
Date: October 30, 2001
Amount: $ 1,824
Purpose: Launched two new iCore awardees (chairs) in Informatics and Communications Technology at the University of Calgary.
Location: Calgary, Alberta
Function Name: iCore Visiting Lecture
Date: November 7, 2001
Amount: $ 626
Purpose: Reception for visiting lecturer from the University of Utah on High Capacity Digital Communications.
Location: Calgary, Alberta
Function Name: Japan External Trade Organization
Date: November 7, 2001
Amount: $ 1,937
Purpose: Alberta government and business representatives networked with representatives of the Japan External Organization to develop business relationships between Japanese and Alberta IT companies. (Cost shared with Alberta Economic Development - AED $968, INNSCI $969).
Location: Calgary, Alberta
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JUSTICE
PUBLIC TRUSTEE OFFICE
UNCLAIMED BALANCES
For the Period September 1, 2001 to October 1, 2001
(Public Trustee Act)
Beneficiary Name,Amount Remitted,Date Remitted,Estate Name
GRONLUND, Linda Marie missing beneficiary, $1537.53,1/10/2002,GRONLUND, Helga Viktoria Emelinda
PLUTA, George,612.97,1/23/2002,PLUTA, Alexander
SMITH, Coral
missing beneficiary, 695.84,1/18/2002,SMITH, Gerald Wesley
SMITH, Jennifer
missing beneficiary, 695.84,1/18/2002,SMITH, Gerald Wesley
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ALBERTA SECURITIES COMMISSION
MULTILATERAL INSTRUMENT 45-103
CAPITAL RAISING EXEMPTIONS
Part Title
Part 1
Definitions
1.1
Definitions
Part 2 Private issuer exemption
2.1 Private issuer exemption
Part 3 Family, friends and business associates exemption
3.1 Family, friends and business associates exemption
Part 4 Offering memorandum exemption
4.1 Offering memorandum exemption
4.2 Required form of offering memorandum
4.3 Purchasers' Rights
4.4 Certificate
4.5 Risk acknowledgement
4.6 Consideration to be held in trust
4.7 Filing of offering memorandum
4.8 Exemption for filing of technical reports for mineral projects
Part 5 Accredited investor exemption
5.1 Accredited investor exemption
Part 6 Resale of securities
6.1 Private issuer exemption
6.2 Other exemptions
Part 7 Filing Requirements
7.1 Report on distribution
MULTILATERAL INSTRUMENT 45-103
CAPITAL RAISING EXEMPTIONS
Part 1
Definitions
1.1 In this instrument
"accredited investor" means
(
a) a Canadian financial institution, or an authorized foreign bank listed in
Schedule III of the Bank Act (Canada),
(
b) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada),
(
c) an association under the Cooperative Credit Associations Act (Canada) located in Canada,
(
d) a subsidiary of any person or company referred to in paragraphs (
a) to (c), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary,
(
e) a person or company registered under the securities legislation, or under the securities legislation of another jurisdiction of Canada, as an adviser or dealer, other than a limited market dealer registered under the Securities Act (Ontario),
(
f) an individual registered or formerly registered under the securities legislation, or under the securities legislation of another jurisdiction of Canada, as a representative of a person or company referred to in paragraph (e),
(
h) a municipality, public board or commission in Canada,
(
i) any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government,
(
j) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a provincial pension commission or similar regulatory authority,
(
k) a registered charity under the Income Tax Act (Canada), (
l) an individual who, either alone or jointly with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000,
(
m) an individual whose net income before taxes exceeded $200,000 in each of the two most recent years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent years and who, in either case, reasonably expects to exceed that net income level in the current year,
(
n) a corporation, limited partnership, limited liability partnership, trust or estate, other than a mutual fund or non-redeemable investment fund, that had net assets of at least $5,000,000 as shown on its most recently prepared financial statements,
(
o) a mutual fund or non-redeemable investment fund that, in the local jurisdiction, distributes its securities only to persons or companies that are accredited investors,
(
p) a mutual fund or non-redeemable investment fund that, in the local jurisdiction, distributes its securities under a prospectus for which the regulator has issued a receipt,
(
q) an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (
a) through (
e) and paragraph (
j) in form and function, or
(
r) a person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial, are persons or companies that are accredited investors;
"designated securities" means
(
a) voting securities,
(
b) securities that are not debt securities and that carry a residual right to participate in the earnings of the issuer or, on the liquidation or winding up of the issuer, in its assets, or
(
c) securities convertible, directly or indirectly, into securities described in paragraph (
a) or (b);
"eligible investor" means
(
a) a person or company whose
(
i) net assets, alone or with a spouse, exceed $400,000,
(ii) net income before taxes exceeded $75,000 in each of the two most recent years and who reasonably expects to exceed that income level in the current year, or
(iii) net income before taxes combined with that of a spouse exceeded $125,000 in each of the two most recent years and who reasonably expects to exceed that income level in the current year,
(
b) a person or company of which a majority of the voting securities are beneficially owned by eligible investors or a majority of the directors are eligible investors,
(
c) a general partnership in which all of the partners are eligible investors,
(
d) a limited partnership in which the majority of the general partners are eligible investors,
(
e) a trust or estate in which all of the beneficiaries or a majority of the trustees are eligible investors,
(
f) an accredited investor, or
(
g) a person or company that has obtained advice regarding the suitability of the investment and if the person or company is in a jurisdiction of Canada that advice has been obtained from an investment dealer, securities dealer or their equivalent, registered under the securities legislation of the jurisdiction;
"financial assets" means cash and securities;
"private issuer" means an issuer
(
a) that is not a reporting issuer, a mutual fund or a non-redeemable investment fund,
(
b) whose designated securities:
(
i) are subject to restrictions on transfer that are contained in the issuer's constating documents or security holders agreements; and
(ii) are beneficially owned, directly or indirectly, by not more than 50 persons or companies, counting any 2 or more joint registered owners as one beneficial owner, and not counting employees and former employees of the issuer or its affiliates, and
(
c) that has distributed designated securities only to persons or companies described in
section 2.1(1); and
"related liabilities" means
(
a) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or
(
b) liabilities that are secured by financial assets.
Part 2 Private issuer exemption
2.1 Private issuer exemption
(1) The dealer registration requirement does not apply to a person or company with respect to a trade in a security of a private issuer if the purchaser purchases the security as principal and is
(
a) a director, officer, employee or control person of the issuer,
(
b) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the issuer,
(
c) a close personal friend of a director, senior officer or control person of the issuer,
(
d) a close business associate of a director, senior officer or control person of the issuer,
(
e) a spouse, parent, grandparent, brother, sister or child of the selling security holder,
(
f) a current holder of designated securities of the issuer,
(
g) an accredited investor,
(
h) a person or company that is wholly-owned by any combination of persons or companies described in paragraphs (
a) to (g), or
(
i) a person or company that is not the public.
(2) The prospectus requirement does not apply to a distribution of a security in the circumstances referred to in subsection (1).
Part 3 Family, friends and business associates exemption
3.1 Family, friends and business associates exemption
(1) The dealer registration requirement does not apply to a person or company with respect to a trade in a security of an issuer if the purchaser purchases the security as principal and is
(
a) a director, senior officer or control person of the issuer, or of an affiliate of the issuer,
(
b) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the issuer, or of an affiliate of the issuer,
(
c) a close personal friend of a director, senior officer or control person of the issuer, or of an affiliate of the issuer, (
d) a close business associate of a director, senior officer or control person of the issuer, or of an affiliate of the issuer, or
(
e) a person or company that is wholly-owned by any combination of persons or companies described in paragraphs (
a) to (d).
(2) The prospectus requirement does not apply to a distribution of a security in the circumstances referred to in subsection (1).
Part 4 Offering memorandum exemption
4.1 Offering memorandum exemption
(1) In British Columbia, the dealer registration requirement does not apply to a person or company with respect to a trade by an issuer in a security of its own issue if the purchaser purchases the security as principal and, at the same time or before the purchaser signs the agreement to purchase the security, the issuer
(
a) delivers an offering memorandum to the purchaser in compliance with sections 4.2 to 4.4, and
(
b) obtains a signed risk acknowledgement from the purchaser in compliance with
section 4.5(1).
(2) In British Columbia, the prospectus requirement does not apply to a distribution of a security in the circumstances referred to in subsection (1).
(3) In Alberta, the dealer registration requirement does not apply to a person or company with respect to a trade by an issuer in a security of its own issue if
(
a) the purchaser purchases the security as principal,
(
b) at the same time or before the purchaser signs the agreement to purchase the security, the issuer
(
i) delivers an offering memorandum to the purchaser in compliance with sections 4.2 to 4.4, and
(ii) obtains a signed risk acknowledgement form from the purchaser in compliance with
section 4.5(1),
(
c) either
(
i) the purchaser is an eligible investor, or
(ii) the purchaser's aggregate acquisition cost does not exceed $10,000, and
(
d) in the case of an issuer that is a mutual fund, it is one referred to in
section 1.3 of National Instrument 81-101 Mutual Fund Prospectus Disclosure.
(4) In Alberta, the prospectus requirement does not apply to a distribution of a security in the circumstances referred to in subsection (3).
4.2 Required form of offering memorandum
An offering memorandum delivered under
section 4.1 must be in the required form.
4.3 Purchasers' Rights
(1) An offering memorandum delivered under
section 4.1 must provide that the purchaser may cancel the agreement to purchase the security by delivering a notice to the issuer not later than midnight on the 2nd business day after the purchaser signs the agreement to purchase the security.
(2) If the securities legislation where the purchaser is resident does not provide statutory rights of action in the event of a misrepresentation in an offering memorandum, an offering memorandum delivered under
section 4.1 must contain a contractual right of action against the issuer for rescission or damages that
(
a) is available to the purchaser if the offering memorandum, or any record incorporated or deemed to be incorporated by reference into the offering memorandum, contains a misrepresentation, without regard to whether the purchaser relied on the misrepresentation,
(
b) is enforceable by the purchaser delivering a notice to the issuer
(
i) in the case of an action for rescission, within 180 days after the purchaser signs the agreement to purchase the security, or
(ii) in the case of an action for damages, before the earlier of:
A. 180 days after the purchaser first has knowledge of the facts giving rise to the cause of action, or
B. 3 years after the date the purchaser signs the agreement to purchase the security,
(
c) is subject to the defence that the purchaser had knowledge of the misrepresentation,
(
d) in the case of an action for damages, provides that the amount recoverable
(
i) must not exceed the price at which the security was offered, and
(ii) does not include all or any part of the damages that the issuer proves does not represent the depreciation in value of the security resulting from the misrepresentation, and
(
e) is in addition to and does not detract from any other right of the purchaser.
4.4 Certificate
(1) An offering memorandum delivered under
section 4.1 must contain a certificate that states the following:
"This offering memorandum does not contain a misrepresentation."
(2) A certificate under subsection (1) must be signed
(
a) by the issuer's chief executive officer and chief financial officer or, if the issuer does not have a chief executive officer or a chief financial officer, a person acting in that capacity,
(
b) on behalf of the directors of the issuer,
(
i) by any 2 directors who are authorized to sign, other than the persons referred to in paragraph (a), or
(ii) by all the directors of the issuer, and
(
c) by each promoter of the issuer.
(3) A certificate under subsection (1) must be true
(
a) at the date the certificate is signed, and
(
b) at the date the offering memorandum is delivered to the purchaser.
(4) If a certificate under subsection (1) ceases to be true after it is delivered to the purchaser, the issuer cannot accept an agreement to purchase the security from the purchaser unless
(
a) the purchaser receives an update of the offering memorandum,
(
b) the update of the offering memorandum contains a newly dated certificate signed in compliance with subsection (2), and
(
c) the purchaser re-signs the agreement to purchase the security.
4.5 Risk acknowledgement
(1) A risk acknowledgement under
section 4.1 must be in the required form.
(2) An issuer relying on
section 4.1 must retain the signed risk acknowledgement for 6 years after the distribution.
4.6 Consideration to be held in trust
(1) The issuer must hold in trust all consideration received from the purchaser in connection with a trade in a security under
section 4.1 until midnight on the 2nd business day after the purchaser signs the agreement to purchase the security.
(2) The issuer must return all consideration to the purchaser promptly if the purchaser exercises the right to cancel the agreement to purchase the security described under
section 4.3(1).
4.7 Filing of offering memorandum
The issuer must file a copy of an offering memorandum delivered under
section 4.1 and any update of a previously filed offering memorandum with the securities regulatory authority on or before the 10th day after each distribution under the offering memorandum or update of the offering memorandum.
4.8 Exemption for filing of technical reports for mineral projects
If a qualifying issuer as defined in Multilateral Instrument 45-102 Resale of Securities uses a form of offering memorandum that allows the qualifying issuer to incorporate previously filed information into the offering memorandum by reference, the qualifying issuer is exempt from the requirement under National Instrument 43-101 Standards of Disclosure for Mineral Projects to file a technical report to support scientific or technical information about the qualifying issuer's mineral project in the offering memorandum or incorporated by reference into the offering memorandum if the information about the mineral project is contained in:
(
a) an annual information form, prospectus, material change report or annual financial statement filed under securities legislation with a securities regulatory authority before February 1, 2001;
(
b) a previously filed technical report under NI 43-101; or
(
c) a report prepared in accordance with former National Policy 2-A, Guide for Mining Engineers, Geologists and Prospectors Submitting Reports on Mining Properties to Canadian Provincial Securities Administrators and filed with a securities regulatory authority before February 1, 2001.
Part 5 Accredited investor exemption
5.1 Accredited investor exemption
(1) The dealer registration requirement does not apply to a person or company with respect to a trade in a security of an issuer if the purchaser purchases the security as principal and is an accredited investor.
(2) The prospectus requirement does not apply to a distribution of a security in the circumstances referred to in subsection (1).
Part 6 Resale of securities
6.1 Private issuer exemption
The first trade of a security distributed under the exemption in
section 2.1(2) is subject to
section 2.6 of Multilateral Instrument 45-102 Resale of Securities.
6.2 Other exemptions
The first trade of a security distributed under an exemption in
section 3.1(2), 4.1(2), 4.1(4) or 5.1(2) is subject to
section 2.5 of Multilateral Instrument 45-102 Resale of Securities.
Part 7 Filing Requirements
7.1 Report on Distribution
(1) Subject to subsection (2) and (3), if a person or company distributes a security under an exemption in
section 3.1(2), 4.1(2), 4.1(4) or 5.1(2), the person or company must file a report in the required form in the jurisdiction in which the distribution takes place on or before the 10th day after the distribution.
(2) A person or company is not required to file the report under subsection (1) for a distribution under
section 5.1(2) of an evidence of indebtedness to a Canadian financial institution as security for a loan made by the Canadian financial institution to the person or company.
(3) In British Columbia, only an issuer distributing a security of its own issue is required to file the report under subsection (1).
_______________________________________________________________________
Form 45-103 F1
Offering Memorandum for Non-Qualifying Issuers
Date: [Insert the date from the certificate page.]
The Issuer
Name:
Head office: Address:
Phone #:
E-mail address:
Fax #:
Currently listed or quoted? [Yes/No. If yes, state where, e.g., TSE/CDNX.]
Reporting issuer? [Yes/No. If yes, state where.]
SEDAR filer? [Yes/No]
The Offering
Securities offered:
Price per security:
Minimum/Maximum offering: [If there is no minimum, state "$0" as the minimum and also state: "You may be the only purchaser."]
Payment terms:
Proposed closing date(s):
Tax consequences: There are important tax consequences to these securities. See item 6. [If tax consequences are not material, delete this item.]
Selling agent? [Yes/No. If yes, state "See item 7". The name of the selling agent may also be stated.]
Resale restrictions
State: "You will be restricted from selling your securities for [4 months/12 months/an indefinite period]. See item 10."
Purchaser's rights
State: "You have 2 business days to cancel your agreement to purchase these securities. If there is a misrepresentation in this offering memorandum, you have the right to sue either for damages or to cancel the agreement. See item 11."
State in bold type:
"No securities regulatory authority has assessed the merits of these securities or reviewed this offering memorandum. Any representation to the contrary is an offence. This is a risky investment. See item 8."
[All of the above information must appear on a single cover page.]
Item 1 Use of Available Funds
1.1 Net Proceeds and Available Funds - Using the following table, disclose the net proceeds of the offering and the funds that will be available to the issuer after the offering. If there is no minimum offering, state "$0" as the minimum.
,,Assuming min. offering, Assuming max. offering
A,Amount to be raised by this offering,$,$
B,Selling commissions and fees ,$,$
C,Estimated offering costs (e.g., legal, accounting, audit.),$,$
D,Net proceeds: D = A - (B+C),$,$
E,Current working capital (or working capital deficiency) of issuer as at [a date not more than 30 days prior to the offering memorandum date],$,$
F,Available funds: F = D + E ,$,$
1.2 Use of Available Funds - Using the following table, provide a detailed breakdown of how the issuer will use the available funds. If any of the available funds will be paid to a related party, disclose in a note to the table the name of the related party, the relationship to the issuer, and the amount.
Description of intended use of available funds listed in order of priority ,Assuming min. offering,Assuming max. offering
,$,$
,$,$
1.3 Reallocation - The proceeds of the offering must be used for the purposes disclosed in the offering memorandum. The board of directors can reallocate the proceeds to other uses only for sound business reasons. If the available funds may be reallocated, include the following statement:
"We intend to spend the available funds as stated. We will reallocate funds only for sound business reasons."
Item 2 Business of [name of issuer or other term used to refer to issuer]
2.1 Structure - State the business structure (e.g., partnership, corporation or trust), the statute and the province, state or other jurisdiction under which the issuer is incorporated, continued or organized, and the date of incorporation, continuance or organization.
2.2 Our Business - Describe the issuer's business. For a non-resource issuer this may include principal products or services, operations, market and marketing plans and strategies. For a resource issuer this will require a description of principal properties (including interest held) and may include disclosure of the stage of development, reserves, geology, operations, production and mineral or resource being explored or developed. Generally, this description should not exceed 2 pages.
2.3 Development of Business - Describe (generally, in one or two paragraphs) the general development of the issuer's business over at least its two most recently completed financial years and any subsequent period. Include the major events that have occurred or conditions that have influenced (favourably or unfavourably) the development of the issuer.
2.4 Long Term Objectives - Disclose the issuer's long term objectives.
2.5 Short Term Objectives and How We Intend to Achieve Them -
(
a) Disclose the issuer's objectives for the next 12 months.
(
b) Using the following table, disclose how the issuer intends to meet those objectives for the next 12 months.
What we must do and how we will do it,Target completion date or, if not known, number of months to complete ,
Our cost to complete
,,$
,,$
,,$
(
c) If applicable, disclose that the proceeds of the offering either may not or will not be sufficient to accomplish all of the issuer's proposed objectives and there is no assurance that alternative financing will be available.
2.6 Material Agreements - Disclose the key terms of all material agreements
(
a) to which the issuer is currently a party, or
(
b) with a related party
including the following information:
(
i) if the agreement is with a related party, the name of the related party and the relationship,
(ii) a description of any asset or property or interest acquired, disposed of, leased, under option, etc.,
(iii) purchase price and payment terms (e.g., paid in instalments, cash, securities or work commitments),
(iv) the principal amount of any debenture or loan, the repayment terms, security, due date and interest rate,
(
v) the date of the agreement,
(vi) the amount of any finder's fee or commission paid or payable to a related party in connection with the agreement, and
(vii) any material outstanding obligations under the agreement.
Item 3 Directors, Management, Promoters and Principal Holders
3.1 Compensation and Securities Held - Using the following table, provide the specified information about each director, officer and promoter of the issuer and each person who, directly or indirectly, beneficially owns or controls 10% or more of any class of voting securities of the issuer (a "principal holder"). If the principal holder is not an individual, state in a note to the table the name of any person or company that, directly or indirectly, beneficially owns or controls more than 50% of the voting rights of the principal holder. Name and municipality of principal residence ,
Positions held (e.g., director, officer, promoter and/or principal holder) and the date of obtaining that position,
Compensation paid by issuer in the most recently completed financial year (or, if the issuer has not completed a financial year, since inception) and the compensation anticipated to be paid in the current financial year ,Number, type and percentage of securities of the issuer held after completion of min. offering,Number, type and percentage of securities of the issuer held after completion of max. offering
,,,,
,,,,
3.2 Management Experience - Using the following table, disclose the principal occupations of the directors and senior officers over the past five years. In addition, for each individual, describe any relevant experience in a business similar to the issuer's.
Name,Principal occupation and related experience
3.3 Penalties, Sanctions and Bankruptcy
(
a) Disclose any penalty or sanction (including the reason for it and whether it is currently in effect) that has been in effect during the last 10 years against
(
i) a director, senior officer or control person of the issuer, or
(ii) an issuer of which a person or company referred to in (
i) above was a director, senior officer or control person at the time.
(
b) Disclose any declaration of bankruptcy, voluntary assignment in bankruptcy, proposal under any bankruptcy or insolvency legislation, proceedings, arrangement or compromise with creditors or appointment of a receiver, receiver manager or trustee to hold assets, that has been in effect during the last 10 years with regard to any
(
i) director, senior officer or control person of the issuer, or
(ii) issuer of which a person or company referred to in (
i) above was a director, senior officer or control person at that time.
Item 4 Capital Structure
4.1 Share Capital - Using the following table, provide the required information about outstanding securities of the issuer (including options, warrants and other securities convertible into shares). If necessary, notes to the table may be added to describe the material terms of the securities.
Description of security ,
Number authorized to be issued,
Number outstanding as at [a date not more than 30 days prior to the offering memorandum date],Number outstanding after min. offering ,Number outstanding after max. offering
,,,,
,,,,
4.2 Long Term Debt - Using the following table, provide the required information about outstanding long term debt of the issuer. If the securities being offered are debt securities, add a column to the table disclosing the amount of debt that will be outstanding after both the minimum and maximum offering. If the debt is owed to a related party, indicate that in a note to the table and identify the related party. Description of long term debt (including whether secured),
Interest rate,
Repayment terms,Amount outstanding at [a date not more than 30 days prior to the offering memorandum date]
,,,$
,,,$
4.3 Prior Sales - If the issuer has issued any securities of the class being offered under the offering memorandum (or convertible or exchangeable into the class being offered under the offering memorandum) within the last 12 months, use the following table to provide the information specified. If securities were issued for assets or services, describe in a note to the table the assets or services that were provided.
Date of issuance,Type of security issued,Number of securities issued,
Price per security,
Total funds received
,,,$,$
,,,$,$
,,,$,$
Item 5 Securities Offered
5.1 Terms of Securities - Describe the material terms of the securities being offered, including:
(
a) voting rights or restrictions on voting,
(
b) conversion or exercise price and date of expiry,
(
c) rights of redemption or retraction, and
(
d) interest rates or dividend rates.
5.2 Subscription Procedure -
(
a) Describe how a purchaser can subscribe for the securities and the method of payment.
(
b) State that the consideration will be held in trust and the period that it will be held (refer at least to the mandatory two day period).
(
c) Disclose any conditions to closing. If there is a minimum offering, disclose when consideration will be returned to purchasers if the minimum is not met.
Item 6 Income Tax Consequences
6.1 State: "You should consult your own professional advisers to obtain advice on the tax consequences that apply to you."
6.2 If income tax consequences are a material aspect of the securities being offered (e.g., flow-through shares), provide
(
a) a
summary of the significant income tax consequences to Canadian residents, and
(
b) the name of the person providing the tax disclosure in (a).
Item 7 Compensation Paid to Sellers and Finders
If any person or company has or will receive any compensation (e.g., commission, corporate finance fee or finder's fee) in connection with the offering, provide the following information to the extent applicable:
(
a) a description of each type of compensation and the estimated amount to be paid for each type,
(
b) if a commission is being paid, the percentage that the commission will represent of the gross proceeds of the offering (assuming both the minimum and maximum offering),
(
c) details of any broker's warrants or agent's option (including number of securities under option, exercise price and expiry date), and
(
d) if any portion of the compensation will be paid in securities, details of the securities (including number, type and, if options or warrants, the exercise price and expiry date).
Item 8 Risk Factors
Describe in order of importance, starting with the most important, the risk factors material to the issuer that a reasonable investor would consider important in deciding whether to buy the issuer's securities.
Risk factors will generally fall into the following three categories:
(
a) Investment Risk - risks that are specific to the securities being offered. Some examples include
arbitrary determination of price,
no market or an illiquid market for the securities,
resale restrictions, and subordination of debt securities.
(
b) Issuer Risk - risks that are specific to the issuer. Some examples include
insufficient funds to accomplish the issuer's business objectives,
no history or a limited history of sales or profits,
lack of specific management or technical expertise,
management's regulatory and business track record,
dependence on key employees, suppliers or agreements,
litigation, and
political risk factors.
(
c) Industry Risk - risks faced by the issuer because of the industry in which it operates. Some examples include
environmental and industry regulation,
product obsolescence, and
competition.
Item 9 Reporting Obligations
9.1 Disclose the documents that will be sent to purchasers on an annual or on-going basis.
9.2 If corporate or securities information about the issuer is available from a government, regulatory authority, SRO or quotation and trade reporting system, disclose where that information can be located (including website address).
Item 10 Resale Restrictions
10.1 State:
"These securities will be subject to a number of resale restrictions, including a restriction on trading. Until the restriction on trading expires, you will not be able to trade the securities unless you comply with an exemption from the prospectus and registration requirements under securities legislation."
10.2 State one of the following, as applicable:
(
a) If, at the distribution date, the issuer is not:
(
i) a reporting issuer in the Canadian province or territory in which the purchaser resides, and
(ii) a SEDAR filer and a reporting issuer in Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan,
state:
"Unless permitted under securities legislation, you cannot trade the securities before the earlier of the date that is 12 months and a day after the date [name of issuer or other term used to refer to the issuer]
1. becomes a reporting issuer in the Canadian province or territory in which you reside, or
2. first becomes a reporting issuer in Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan, and a SEDAR filer."
(
b) If, at the distribution date, the issuer is not a "qualifying issuer" (as defined under Multilateral Instrument 45-102 Resale of Securities) but is a SEDAR filer and a reporting issuer in Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan, state:
"Unless permitted under securities legislation, you cannot trade the securities before the date that is 12 months and a day after the distribution date."
(
c) If, at the distribution date, the issuer is not a "qualifying issuer" and is a reporting issuer in the Canadian province or territory in which the purchaser resides, state:
"Unless permitted under securities legislation, you cannot trade the securities before the date that is 12 months and a day after the distribution date."
(
d) If, at the distribution date the issuer is a "qualifying issuer", state:
"Unless permitted under securities legislation, you cannot trade the securities before the date that is 4 months and a day after the distribution date."
Item 11 Purchasers' Rights
State the following:
"If you purchase these securities you will have certain rights, some of which are described below. For information about your rights you should consult a lawyer.
2. Two Day Cancellation Right - You can cancel your agreement to purchase these securities. To do so, you must send a notice to us by midnight on the 2nd business day after you sign the agreement to buy the securities.
2. Statutory Rights of Action in the Event of a Misrepresentation - [Insert this
section only if the securities legislation of the jurisdiction in which the trade occurs provides purchasers with statutory rights in the event of a misrepresentation in an offering memorandum. Modify the language, if necessary, to conform to the statutory rights.] If there is a misrepresentation in this offering memorandum, you have a statutory right to sue:
(a) [name of issuer or other term used to refer to issuer] to cancel your agreement to buy these securities, or
(
b) for damages against [state the name of issuer or other term used to refer to issuer and the title of any other person or company against whom the rights are available].
This statutory right to sue is available to you whether or not you relied on the misrepresentation. However, there are various defences available to the persons or companies that you have a right to sue. In particular, they have a defence if you knew of the misrepresentation when you purchased the securities.
If you intend to rely on the rights described in (
a) or (
b) above, you must do so within strict time limitations. You must commence your action to cancel the agreement within [state time period provided by the securities legislation]. You must commence your action for damages within [state time period provided by the securities legislation.]
3. Contractual Rights of Action in the Event of a Misrepresentation - [Insert this
section only if the securities legislation of the jurisdiction in which the purchaser is resident does not provide purchasers with statutory rights in the event of a misrepresentation in an offering memorandum.] If there is a misrepresentation in this offering memorandum, you have a contractual right to sue [name of issuer or other term used to refer to issuer]:
(
a) to cancel your agreement to buy these securities, or
(
b) for damages.
This contractual right to sue is available to you whether or not you relied on the misrepresentation. However, in an action for damages, the amount you may recover will not exceed the price that you paid for your securities and will not include any part of the damages that [name of issuer or other term used to refer to issuer] proves does not represent the depreciation in value of the securities resulting from the misrepresentation. [Name of issuer or other term used to refer to issuer] has a defence if it proves that you knew of the misrepresentation when you purchased the securities.
If you intend to rely on the rights described in (
a) or (
b) above, you must do so within strict time limitations. You must commence your action to cancel the agreement within 180 days after you signed the agreement to purchase the securities. You must commence your action for damages within the earlier of 180 days after learning of the misrepresentation and 3 years after you signed the agreement to purchase the securities."
Item 12 Date and Certificate
State the following on the certificate page of the offering memorandum:
"Dated [insert the date the certificate page of the offering memorandum is signed].
This offering memorandum does not contain a misrepresentation."
The certificate must be signed by
(
a) the chief executive officer and the chief financial officer of the issuer (or, if the issuer does not have a chief executive officer or a chief financial officer, a person acting in that capacity),
(
b) on behalf of the directors of the issuer
(
i) by any two directors who are authorized to sign other than the persons referred to in paragraph (a), or
(ii) by all the directors of the issuer, and
(
c) by each promoter of the issuer.
Instructions for Completing
Form 45-103F1
Offering Memorandum for Non-Qualifying Issuers
A. General Instructions
1. Draft the offering memorandum so that it is easy to read and understand. Be concise and use clear, plain language. Avoid technical terms. If technical terms are necessary, provide
definitions.
2. Address the items required by the form in the order set out in the form. However, it is not necessary to provide disclosure about an item that does not apply.
3. The issuer may include additional information in the offering memorandum other than that specifically required by the form. However, the offering memorandum is generally not required to contain the level of detail and extent of disclosure required by a prospectus.
4. The issuer may wrap the offering memorandum around a prospectus or similar document. However, all matters required to be disclosed by the offering memorandum must be addressed and the offering memorandum must provide a cross-reference to the page number or heading in the wrapped document where the relevant information is contained. The certificate to the offering memorandum must be modified to indicate that the offering memorandum, including the document around which it is wrapped, does not contain a misrepresentation.
5. It is an offence to make a misrepresentation in the offering memorandum. This applies both to information that is required by the form and to additional information that is provided.
6. If the issuer is a limited partnership or trust, where the offering memorandum form requires disclosure about "directors", provide disclosure for the general partner(
s) and trustee(s). If a general partner or trustee is a corporation, state the names of the directors of the general partner or trustee.
7. When the term "related party" is used in this form, it refers to:
(
a) a director, officer, promoter or control person of the issuer,
(
b) in regard to a person referred to in (a), a child, parent, grandparent or sibling, or other relative living in the same residence,
(
c) in regard to a person referred to in (
a) or (b), his or her spouse or a person with whom he or she is living in a marriage-like relationship,
(
d) an insider of the issuer,
(
e) a company controlled by one or more individuals referred to in (
a) to (d), and
(
f) in the case of an insider, promoter or control person that is not an individual, any person or company that controls that insider.
(If the issuer is not a reporting issuer, the reference to "insider" includes persons or companies who would be insiders of the issuer if that issuer were a reporting issuer.)
8. Refer to National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) when disclosing scientific or technical information for a mineral project of the issuer.
9. Securities legislation restricts what can be told to investors about the issuer's intent to list or quote securities on an exchange or market. Refer to applicable securities legislation before making any such statements.
10. If an issuer uses this form in connection with a distribution under an exemption other than
section 4.1 of Multilateral Instrument 45-103 Capital Raising Exemptions, the issuer must modify the disclosure in item 11 to correctly describe the purchaser's rights. If a purchaser does not have statutory or contractual rights of action in the event of a misrepresentation in the offering memorandum, that fact must be stated in bold on the face page.
B. Financial Statements - General
1. Any financial statements included in the offering memorandum must be prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP). Differential reporting, as discussed in
section 1300 of the CICA Handbook, is not acceptable for financial statements of either the issuer or of a business for which financial statements are required in the offering memorandum.
2. Include all financial statements required in the offering memorandum immediately prior to the certificate page of the offering memorandum.
3. If the issuer has not completed one financial year, include the following financial statements of the issuer in the offering memorandum:
(
a) statements of income, retained earnings and cash flows for the period from inception to a date not more than 60 days before the date of the offering memorandum, and
(
b) a balance sheet dated as at the ending date of the statements required by B.3(a).
4. If the issuer has completed one or more financial years, include the following financial statements of the issuer in the offering memorandum:
(
a) statements of income, retained earnings and cash flows for the most recently completed financial year that ended more than 120 days before the date of the offering memorandum,
(
b) a balance sheet as at the last day of the most recently completed financial year that ended more than 120 days before the date of the offering memorandum,
(
c) statements of income, retained earnings and cash flows for the most recently completed 3, 6 or 9 month interim period that ended more than 60 days before the date of the offering memorandum, and ended after the date of the financial statements required under B.4(a), and
(
d) a balance sheet dated as at the ending date of the statements required by B.4(c).
5. If financial statements of the issuer for a more recent annual or interim period than those required by B.3 or B.4 have been prepared, include those more recent financial statements in the offering memorandum.
6. If the issuer has changed its year end, refer to National Policy 51 Changes in the Ending Date of a Financial Year and in Reporting Status for guidance concerning interim periods in a transition year. Financial statements for the most recently completed interim period in a transition year should be provided to satisfy B.4(c).
7. If the issuer has completed two or more financial years that ended more than 120 days from the date of the offering memorandum, the annual financial statements required under B.4(
a) and (
b) must include comparatives for the prior year. The interim financial statements required under B.4(
c) and (
d) may exclude comparatives if financial statements for the comparative periods were not previously prepared.
8. The annual financial statements required under B.4(
a) and (
b) must be audited in accordance with Canadian generally accepted auditing standards (Canadian GAAS) and the audit report must be included in the offering memorandum. The financial statements required under B.3, B.4(
c) and (
d) and B.5 and the comparatives required by B.6 may be unaudited; however, if any of those financial statements have been audited, the audit report on them must be included in the offering memorandum.
9. Each page of any unaudited financial statements must indicate in bold that the financial statements have not been audited.
10. If the offering memorandum does not contain audited financial statements for the issuer's most recently completed financial year, update the offering memorandum to include the annual audited financial statements and the audit report as soon as the issuer has approved the audited financial statements, but in any event no later than the 120th day following the financial year end.
11. The offering memorandum does not have to be updated to include interim financial statements for periods completed after the date 60 days prior to the date of the offering memorandum. However, it may be necessary to include the interim financial statements in the offering memorandum to prevent the offering memorandum from containing a misrepresentation.
12. Refer to National Policy 48 Future Oriented Financial Information if future oriented financial information is included in the offering memorandum.
13. If the issuer is a limited partnership, include in the offering memorandum the financial statements required by Part B of the general partner and, if the limited partnership has active operations, of the limited partnership.
C. Financial Statements - Business Acquisitions
1. If the issuer
(
a) has acquired a business during the past two years and the audited and/or unaudited consolidated financial statements of the issuer included in the offering memorandum do not include the results of the acquired business for 12 consecutive months, or
(
b) is proposing to acquire a business and either:
(
i) is obligated to complete the acquisition, or
(ii) has the right to acquire the business and has decided to complete the acquisition,
include the financial statements for the business if the test in C.2 is met, irrespective of how the issuer accounts for the acquisition.
2. Include the financial statements for a business referred to in C.1 if either:
(
a) the issuer's proportionate share of the consolidated assets of the business exceeds 50% of the consolidated assets of the issuer calculated using the most recent annual financial statements of each of the issuer and the business before the date of the acquisition or proposed date of acquisition, or
(
b) the issuer's consolidated investments in and advances to the business as at the date of the acquisition or the proposed date of acquisition exceeds 50% of the consolidated assets of the issuer as at the end of the issuer's most recently completed financial year that ended before the date of the acquisition or proposed date of acquisition.
3. Where an issuer or a business referred to in C.1 has not yet completed a financial year or has completed its first financial year that ended within 120 days of the offering memorandum date and financial statements for that year are not yet available, use the financial statements referred to in B.3(
b) or B.4(
d) to make the calculations in C.2.
4. If a business referred to in C.1 meets either of the threshold tests in C.2, include in the offering memorandum the following financial statements of the business:
(
a) If the business has not completed one financial year include (
i) statements of income, retained earnings and cash flows for the period from inception to a date not more than 60 days before the date of the offering memorandum, and
(ii) a balance sheet dated as at the ending date of the statements required by C.4(a)(i).
However, if the date of acquisition for a business precedes the ending date of the period referred to in C.4(a)(i), then provide financial statements for the period from inception to the date of acquisition or a date not more than 30 days before the date of acquisition.
(
b) If the business has completed one or more financial years include
(
i) statements of income, retained earnings and cash flows for the most recently completed financial year that ended before the date of acquisition and more than 120 days before the date of the offering memorandum,
(ii) a balance sheet dated as at the ending date of the statements required by C.4(b)(i),
(iii) statements of income, retained earnings and cash flows for either:
A. the most recently completed 3, 6 or 9 month interim period that ended before the date of acquisition and more than 60 days before the date of the offering memorandum and ended after the date of the financial statements required under C.4(b)(i), or
B. the period from the first day after the financial year referred to in C.4(b)(
i) to the date of acquisition or a date not more than 30 days before the date of acquisition, and
(iv) a balance sheet dated as at the ending date of the statements required by C.4(b)(iii).
5. The annual financial statements required under C.4(b)(
i) and (ii) must be audited in accordance with Canadian GAAS and the audit report must be included in the offering memorandum. The financial statements required under C.4(
a) and C.4(b)(iii) and (iv) may be unaudited; however, if any of those financial statements have been audited, the audit report must be included in the offering memorandum.
6. If the offering memorandum does not contain audited financial statements for a business referred to in C.1 for the business' most recently completed financial year that ended before the date of acquisition, update the offering memorandum to include those financial statements and the audit report when they are available, but in any event no later than the date 120 days following the year end.
7. The term "business" should be evaluated in light of the facts and circumstances involved. Generally, a separate entity or a subsidiary or division of an entity is a business and, in certain circumstances, a lesser component of an entity may also constitute a business, whether or not the subject of the acquisition previously prepared financial statements. The subject of an acquisition should be considered a business where there is, or the issuer expects there will be, continuity of operations. The issuer should consider: (
a) whether the nature of the revenue producing activity or potential revenue producing activity will remain generally the same after the acquisition, and
(
b) whether any of the physical facilities, employees, marketing systems, sales forces, customers, operating rights, production techniques or trade names are acquired by the issuer instead of remaining with the vendor after the acquisition.
8. If an acquisition or a proposed acquisition has been or will be accounted for as a reverse take-over, include financial statements for the legal subsidiary in the offering memorandum in accordance with Part B. The legal parent, as that term is defined in the CICA Handbook, is considered to be the business acquired. C.1 may require financial statements of the legal parent.
D. Financial Statement - Exemptions
1. An issuer will satisfy the financial statement requirements of this form if it includes the financial statements required by securities legislation for a prospectus.
2. An audit report on financial statements contained in an offering memorandum may contain a reservation relating to opening inventory unless the issuer previously filed an audit report on financial statements for the same entity for a prior year in which there was a reservation relating to inventory.
3. The financial statements of a person or company incorporated or organized in a jurisdiction outside of Canada that are included in an offering memorandum, may be prepared in accordance with a body of generally accepted accounting principles, other than Canadian GAAP, if those accounting principles are as comprehensive as Canadian GAAP (e.g., U.S. GAAP) and cover substantially the same core subject matter as Canadian GAAP, including recognition and measurement principles and disclosure requirements ("foreign GAAP"), if the notes to the financial statements
(
a) explain and quantify the effect of material differences between Canadian GAAP and foreign GAAP that relate to measurements and those differences are not so pervasive as to render the financial statements misleading, and
(
b) provide disclosure consistent with Canadian GAAP requirements to the extent not already reflected in the financial statements.
4. The financial statements of a person or company incorporated or organized in a jurisdiction outside of Canada that are included in an offering memorandum, may be audited in accordance with a body of generally accepted auditing standards, other than Canadian GAAS, provided that
(
a) those auditing standards are substantially equivalent to Canadian GAAS, requiring audit work that is comparable in scope, nature and timing to the work required in connection with an audit in accordance with Canadian GAAS, and
(
b) the auditor's report is accompanied by a statement of the auditor
(
i) disclosing any material differences in the form and content of the foreign auditor's report as compared to a Canadian auditor's report, and
(ii) unless the auditing standards are U.S. GAAS, confirming that the auditing standards applied are substantially equivalent to Canadian GAAS.
5. If an acquisition is, or will be, an investment accounted for using the equity method, as that term is defined in the CICA Handbook, financial statements for a business required by C.4 are not required to be included in the offering memorandum if:
(
a) the offering memorandum includes disclosure for the periods for which financial statements are required under
Part C that:
(
i) summarizes the assets, liabilities and results of operations of the business, and
(ii) describes the issuer's proportionate interest in the business and any contingent issuance of securities by the business that might significantly affect the issuer's share of earnings;
(
b) the financial information provided under D.5(
a) for any completed financial year has been audited, or has been derived from audited financial statements of the business; and
(
c) the offering memorandum discloses that:
(
i) the financial information provided under D.5(
a) for any completed financial year has been audited, or identifies the financial statements from which the financial information provided under D.5(
a) has been derived; and
(ii) the audit opinion with respect to the financial information or financial statements referred to in D.5(c)(
i) was issued without a reservation of opinion.
If the financial information included in an offering memorandum under D.5(
a) has been derived from financial statements of a business incorporated or organized in a foreign jurisdiction that have been prepared in accordance with foreign GAAP, the information must be accompanied by a note that explains and quantifies the effect of material differences between Canadian GAAP and the foreign GAAP.
6. Financial statements relating to the acquisition or proposed acquisition of a business that is an interest in an oil and gas property are not required to be included in an offering memorandum if:
(
a) the required financial statements do not exist,
(
b) the acquisition was not or will not be accounted for as a "reverse take-over" as defined in the CICA Handbook,
(
c) the property did not or does not constitute a "reportable segment" of the seller, as defined in
section 1701 of the CICA Handbook, at the time of acquisition and
(
d) the offering memorandum contains alternative disclosure for the property which includes at least an operating statement (which must be accompanied by an audit report if it is prepared as an alternative to audited annual financial statements) presenting, at a minimum, the following line items:
(
i) gross revenue,
(ii) royalty expenses,
(iii) production costs,
(iv) operating income, and
(
v) if a material fact,
A. information with respect to reserve estimates and estimates of future net revenue and production volumes and other relevant information regarding the property,
B. actual production volumes of the property for the most recently completed year, and
C. estimated production volumes of the property for the next year, based on information in the reserve report.
7. Financial statements for a business that is an interest in an oil and gas property or for the acquisition or proposed acquisition by an issuer of a property are not required to be audited if:
(
a) the property was acquired prior to December 31, 2000, and the offering memorandum states that, despite making reasonable efforts, the issuer was unable to obtain audited operating statements because the seller refused to provide such audited statements or to permit access to the information necessary to audit the statements, or
(
b) during the 12 months preceding the date of the acquisition or the proposed date of an acquisition, the daily average production of the property on a barrel of oil equivalent basis (with gas converted to oil in the ratio of six thousand cubic feet of gas being the equivalent of one barrel of oil) is less than 20 per cent of the total daily average production of the seller for the same or similar periods and:
(
i) despite reasonable efforts during the purchase negotiations, the issuer was prohibited from including in the purchase agreement the rights to obtain an audited operating statement of the property,
(ii) the purchase agreement includes representations and warranties by the seller that the amounts presented in the operating statement agree to the seller's books and records, and
(iii) the offering memorandum discloses
A. that the issuer was unable to obtain an audited operating statement,
B. the reasons for that inability,
C. the fact that the purchase agreement includes the representations and warranties referred to in D.7(b)(ii), and
D. that the results presented in the operating statements may have been materially different if the statements had been audited.
Form 45-103F2
Offering Memorandum for Qualifying Issuers
Date: [Insert the date from the certificate page.]
The Issuer
Name:
Head office: Address:
Phone #:
E-mail address:
Fax #:
Where currently listed or quoted? [e.g., TSE/CDNX]
The Offering
Securities offered:
Price per security:
Minimum/Maximum offering: [If there is no minimum state "$0" as the minimum and also state: "You may be the only purchaser."]
Payment terms:
Proposed closing date(s):
Tax consequences: "There are important tax consequences to these securities. See item 6." [If tax consequences are not material, delete this item.]
Selling agent? [Yes/No. If yes, state "See item 7". The name of the selling agent may also be stated.]
Resale restrictions
State: "You will be restricted from selling your securities for 4 months. See item 10".
Purchaser's rights
State: "You have 2 business days to cancel your agreement to purchase these securities. If there is a misrepresentation in this offering memorandum, you have the right to sue either for damages or to cancel the agreement. See item 11."
State in bold type:
"No securities regulatory authority has assessed the merits of these securities or reviewed this offering memorandum. Any representation to the contrary is an offence. This is a risky investment. See item 8."
[All of the above information must appear on a single cover page.]
Item 1 Use of Available Funds
1.1 Net Proceeds and Available Funds - Using the following table, disclose the net proceeds of the offering and the funds that will be available to the issuer after the offering. If there is no minimum offering, state "$0" as the minimum.
,,Assuming min. offering, Assuming max. offering
A,Amount to be raised by this offering,$,$
B,Selling commissions and fees,$,$
C,Estimated offering costs (e.g., legal, accounting, audit),$,$
D,Net proceeds: D = A - (B+C),$,$,E,Current working capital (or working capital deficiency) of issuer as at [a date not more than 30 days prior to the offering memorandum date],$,$
F,Available funds: F = D + E ,$,$
1.2 Use of Available Funds - Using the following table, provide a detailed breakdown of how the issuer will use the available funds.
Description of intended use of available funds listed in order of priority.,Assuming min. offering,Assuming max. offering
,$,$
,$,$
1.3 Reallocation - The proceeds of the offering must be used for the purposes disclosed in the offering memorandum. The board of directors can reallocate the proceeds to other uses only for sound business reasons. If the available funds may be reallocated, include the following statement:
"We intend to spend the available funds as stated. We will reallocate funds only for sound business reasons."
1.4 Insufficient Proceeds - If applicable, disclose that the proceeds of the offering either may not or will not be sufficient to accomplish all of the issuer's proposed objectives and that there is no assurance that alternative financing will be available.
Item 2 Information About [name of issuer or other term used to refer to issuer]
2.1 Business
Summary - Briefly (in one or two paragraphs) describe the business intended to be carried on by the issuer over the next 12 months. State whether this represents a change of business. If the issuer is a non-resource issuer, describe the products that the issuer is or will be developing or producing and the stage of development of each of the products. If the issuer is a natural resource issuer, state: whether the issuer's principal properties are primarily in the exploration or in the development or production stage; what resources the issuer is engaged in exploring, developing or producing; and the locations of the issuer's principal properties.
2.2 Existing Documents Incorporated by Reference - State:
"Information in the documents listed in the table below has been incorporated by reference into this offering memorandum from documents filed with securities regulatory authorities in Canada. The documents incorporated by reference are available for viewing on the SEDAR website at www.sedar.com. In addition, copies of the documents may be obtained on request without charge from [insert complete address and telephone and the name of a contact person].
Documents listed in the table and information provided in those documents are not incorporated by reference to the extent that their contents are modified or superseded by a statement in this offering memorandum or in any other subsequently filed document that is also incorporated by reference in this offering memorandum."
Using the following table, list all of the documents incorporated by reference (as required by Instruction C.2.2):
Description of document (In the case of material change reports, provide a brief description of the nature of the material change) ,
Date of document
2.3 Existing Documents Not Incorporated by Reference - State:
"Other documents available on the SEDAR website (for example, most press releases, take-over bid circulars, prospectuses and rights offering circulars) are not incorporated by reference into this offering memorandum unless they are specifically referenced in the table above.
Your rights as described in item 11 of this offering memorandum apply only in respect of information contained in this offering memorandum and documents or information incorporated by reference." 2.4 Existing Information Not Incorporated by Reference - Certain specified information (as outlined in Instruction C.2.4) contained in the documents incorporated by reference may be, but is not required to be, incorporated by reference into the offering memorandum.
If the issuer does not wish to incorporate that information into the offering memorandum, the issuer must state that and include a statement in the offering memorandum identifying:
(
a) the information that is not being incorporated by reference, and
(
b) the document in which the information is contained.
2.5 Future Documents Not Incorporated by Reference - State:
"Documents filed after the date of this offering memorandum are not deemed to be incorporated into this offering memorandum. However, if you subscribe for securities and an event occurs, or there is a change in our business or affairs, that makes the certificate to this offering memorandum no longer true, we will provide you with an update of this offering memorandum, including a newly dated and signed certificate, and will not accept your subscription until you have re-signed the agreement to purchase the securities."
Item 3 Directors, Officers, Promoters and Principal Holders
3.1. Using the following table, provide information about each director, senior officer, promoter and each person who, directly or indirectly, beneficially owns or controls 10% or more of any class of voting securities of the issuer (a "principal holder"). If the principal holder is not an individual, state in a note to the table the name of any person or company that, directly or indirectly, beneficially owns or controls more than 50% of the voting rights of the principal holder.
Name and municipality of principal residence,Position(
s) with the issuer
3.2 State: "You can obtain further information about directors and senior officers from [insert the name and date of the document(
s) with the most current information, e.g., management information circular, annual information form or material change report]."
3.3 State: "Current information regarding the securities held by directors, senior officers and principal holders can be obtained from [refer to the SEDI website at www.sedi.ca or, if information cannot be obtained from the SEDI website, refer to the securities regulatory authority(ies) from which the information can be obtained, including any website(s)]. [Name of issuer or other term used to refer to issuer] can not guarantee the accuracy of this information."
Item 4 Capital Structure
Using the following table, provide the required information about outstanding securities of the issuer (including options, warrants and other securities convertible into shares). If necessary, notes to the table may be added to describe the material terms of the securities.
Description of security,
Number authorized to be issued,Number outstanding as at [a date not more than 30 days prior to the offering memorandum date],
Number outstanding after min. offering,
Number outstanding after max. offering
,,,,
,,,,
Item 5 Securities Offered
5.1 Terms of Securities - Describe the material terms of the securities being offered, including:
(
a) voting rights or restrictions on voting,
(
b) conversion or exercise price and date of expiry,
(
c) rights of redemption or retraction, and
(
d) interest rates or dividend rates.
5.2 Subscription Procedure -
(
a) Describe how a purchaser can subscribe for the securities and the method of payment.
(
b) State that the consideration will be held in trust and the period that it will be held (refer at least to the mandatory two day period).
(
c) Disclose any conditions to closing. If there is a minimum offering, disclose when consideration will be returned to purchasers if the minimum is not met.
Item 6 Income Tax Consequences
6.1 State: "You should consult your own professional advisers to obtain advice on the tax consequences that apply to you".
6.2 If income tax consequences are a material aspect of the securities being offered (e.g., flow-through shares), provide (
a) a
summary of the significant income tax consequences to Canadian residents, and
(
b) the name of the person providing the tax disclosure in (a).
Item 7 Compensation Paid to Sellers and Finders
If any person or company has or will receive any compensation (e.g., commission, corporate finance fee or finder's fee) in connection with the offering, provide the following information to the extent applicable:
(
a) a description of each type of compensation and the estimated amount to be paid for each type,
(
b) if a commission is being paid, the percentage that the commission will represent of the gross proceeds of the offering (assuming both the minimum and maximum offering),
(
c) details of any broker's warrants or agent's option (including number of securities under option, exercise price and expiry date), and
(
d) if any portion of the compensation will be paid in securities, details of the securities (including number, type and, if options or warrants, the exercise price and expiry date).
Item 8 Risk Factors
Describe in order of importance, starting with the most important, the risk factors material to the issuer that a reasonable investor would consider important in deciding whether to buy the issuer's securities.
Risk factors will generally fall into the following three categories:
(
a) Investment Risk - risks that are specific to the securities being offered. Some examples include
arbitrary determination of price,
no market or an illiquid market for the securities,
resale restrictions, and
subordination of debt securities.
(
b) Issuer Risk - risks that are specific to the issuer. Some examples include
insufficient funds to accomplish the issuer's business objectives,
no history or a limited history of sales or profits,
lack of specific management or technical expertise,
management's regulatory and business track record,
dependence on key employees, suppliers or agreements,
litigation, and
political risk factors.
(
c) Industry Risk - risks faced by the issuer because of the industry in which it operates. Some examples include
environmental and industry regulation,
product obsolescence, and
competition.
Item 9 Reporting Obligations
9.1 Disclose the documents that will be sent to purchasers on an annual or on-going basis.
9.2 If corporate or securities information about the issuer is available from a government, regulatory authority, SRO or quotation and trade reporting system, disclose where that information can be located (including website address).
Item 10 Resale Restrictions
State:
"These securities will be subject to a number of resale restrictions, including a restriction on trading. Until the restriction on trading expires, you will not be able to trade the securities unless you comply with an exemption from the prospectus and registration requirements under securities legislation.
Unless permitted under securities legislation, you cannot trade the securities before the date that is 4 months and a day after the distribution date."
Item 11 Purchasers' Rights
State the following:
"If you purchase these securities you will have certain rights, some of which are described below. For information about your rights you should consult a lawyer.
1. Two Day Cancellation Right - You can cancel your agreement to purchase these securities. To do so, you must send a notice to us by midnight on the 2nd business day after you sign the agreement to buy the securities.
2. Statutory Rights of Action in the Event of a Misrepresentation - [Insert this
section only if the securities legislation of the jurisdiction in which the trade occurs provides purchasers with statutory rights in the event of a misrepresentation in an offering memorandum. Modify the language, if necessary, to conform to the statutory rights.] If there is a misrepresentation in this offering memorandum, you have a statutory right to sue:
(a) [name of issuer or other term used to refer to issuer] to cancel your agreement to buy these securities, or
(
b) for damages against [state the name of issuer or other term used to refer to issuer and the title of any other person or company against whom the rights are available].
This statutory right to sue is available to you whether or not you relied on the misrepresentation. However, there are various defences available to the persons or companies that you have a right to sue. In particular, they have a defence if you knew of the misrepresentation when you purchased the securities.
If you intend to rely on the rights described in (
a) or (
b) above, you must do so within strict time limitations. You must commence your action to cancel the agreement within [state time period provided by the securities legislation]. You must commence your action for damages within [state time period provided by the securities legislation].
3. Contractual Rights of Action in the Event of a Misrepresentation - [Insert this
section only if the securities legislation of the jurisdiction in which the purchaser is resident does not provide purchasers with statutory rights in the event of a misrepresentation in an offering memorandum.] If there is a misrepresentation in this offering memorandum, you have a contractual right to sue [name of issuer or other term used to refer to issuer]:
(
a) to cancel your agreement to buy these securities, or
(
b) for damages.
This contractual right to sue is available to you whether or not you relied on the misrepresentation. However, in an action for damages, the amount you may recover will not exceed the price that you paid for your securities and will not include any part of the damages that [name of issuer or other term used to refer to issuer] proves does not represent the depreciation in value of the securities resulting from the misrepresentation. [Name of issuer or other term used to refer to issuer] has a defence if it proves that you knew of the misrepresentation when you purchased the securities.
If you intend to rely on the rights described in (
a) or (
b) above, you must do so within strict time limitations. You must commence your action to cancel the agreement within 180 days after you signed the agreement to purchase the securities. You must commence your action for damages within the earlier of 180 days after learning of the misrepresentation and 3 years after you signed the agreement to purchase the securities."
Item 12 Date and Certificate
State the following on the certificate page of the offering memorandum:
"Dated [insert the date the certificate page of the offering memorandum is signed].
This offering memorandum does not contain a misrepresentation."
The certificate must be signed by
(
a) the chief executive officer and the chief financial officer of the issuer (or, if the issuer does not have a chief executive officer or a chief financial officer, a person acting in that capacity),
(
b) on behalf of the directors of the issuer
(
i) by any two directors who are authorized to sign other than the persons referred to in paragraph (a), or
(ii) by all the directors of the issuer, and
(
c) by each promoter of the issuer.
Instructions for Completing
Form 45-103F2
Offering Memorandum for Qualifying Issuers
A. General Instructions
1. Only a "qualifying issuer" as defined in Multilateral Instrument 45-102 Resale of Securities (MI 45-102) may use this form.
2. An issuer using this form to draft an offering memorandum must incorporate by reference certain parts of its existing continuous disclosure base. An issuer that does not want to do this must use Offering Memorandum Form 45-103F1.
3. Draft the offering memorandum so that it is easy to read and understand. Be concise and use clear, plain language. Avoid technical terms. If technical terms are necessary, provide
definitions.
4. Address the items required by the form in the order set out in the form. However, it is not necessary to provide disclosure about an item that does not apply.
5. The issuer may include additional information in the offering memorandum other than that specifically required by the form. However, the offering memorandum is generally not required to contain the level of detail and extent of disclosure required by a prospectus.
6. The issuer may wrap the offering memorandum around a prospectus or similar document. However, all matters required to be disclosed by the offering memorandum must be addressed and the offering memorandum must provide a cross-reference to the page number or heading in the wrapped document where the relevant information is contained. The certificate to the offering memorandum must be modified to indicate that the offering memorandum, including the document around which it is wrapped, does not contain a misrepresentation.
7. It is an offence to make a misrepresentation in the offering memorandum. This applies both to information that is required by the form and to additional information that is provided.
8. If the issuer is a limited partnership or trust, where the offering memorandum form requires disclosure about "directors", provide disclosure for the general partner(
s) and trustee(s). If a general partner or trustee is a corporation, state the names of the directors of the general partner or trustee.
9. Refer to National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) when disclosing scientific or technical information for a mineral project of the issuer.
10. Securities legislation restricts what can be told to investors about the issuer's intent to list or quote securities on an exchange or market. Refer to applicable securities legislation before making any such statements.
11. If an issuer uses this form in connection with a distribution under an exemption other than
section 4.1 of Multilateral Instrument 45-103 Capital Raising Exemptions, the issuer must modify the disclosure in item 11 to correctly describe the purchaser's rights. If a purchaser does not have statutory or contractual rights of action in the event of a misrepresentation in the offering memorandum, that fact must be stated in bold on the face page.
B. Financial Statements
1. Any financial statements incorporated by reference into the offering memorandum must be prepared in accordance with Canadian generally accepted accounting principles. Any audit must be conducted in accordance with Canadian generally accepted auditing standards.
2. Refer to National Policy 48 Future Oriented Financial Information if future oriented financial information is included in the offering memorandum.
C. Required Updates to the Offering Memorandum
1. If the offering memorandum does not incorporate by reference either
(
a) the audited financial statements for the issuer's most recently completed financial year (including the audit report), or
(
b) the issuer's current AIF (as defined in MI 45-102),update the offering memorandum to incorporate by reference the document as soon as the document is filed on SEDAR but, in any event, no later than the 120th day following the financial year end.
2. Except for documents referred to in C.1, the offering memorandum does not have to be updated to incorporate by reference interim financial statements or other documents referred to in D.2.2 unless it is necessary to do so to prevent the offering memorandum from containing a misrepresentation.
D. Specific Instructions
Item 2: Information about the Issuer
2.2 Existing Documents Incorporated by Reference - In addition to any other document that an issuer may choose to incorporate by reference, the issuer must incorporate the following documents:
(
a) the issuer's current AIF (as defined in MI 45-102),
(
b) material change reports, except confidential material change reports, filed after the commencement of the issuer's current financial year,
(
c) the interim financial statements for the issuer's most recently completed financial period for which the issuer prepares interim financial statements that are required to be filed,
(
d) the financial statements, together with the accompanying report of the auditor, for the issuer's most recently completed financial year for which annual financial statements are required to be filed,
(
e) if, before the offering memorandum is filed, financial information about the issuer for a financial period more recent than the period for which financial statements are required under 2.2(
c) and (
d) is publicly disseminated by, or on behalf of, the issuer through news release or otherwise, the content of the news release or public communication,
(
f) management's discussion and analysis (MD&
A) for the annual comparative financial statements referred to in 2.2(d),
(
g) MD&A for the issuer's interim financial statements, to the extent that the issuer is required to file interim MD&A with a Canadian securities regulatory authority,
(
h) except as provided in D.2.4, information circulars or, if the issuer is not required under securities legislation to prepare information circulars, annual filings that, in each case, are required to be filed after the commencement of the issuer's current financial year,
(
i) if the issuer has a mineral project, technical reports, certificates and consents required to be filed under NI 43-101 that, in each case, are required to be filed after the commencement of the issuer's current financial year, and
(
j) on implementation of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities, technical reports, certificates, consents and other documents that, in each case, are required under that instrument to be filed after the commencement of the issuer's current financial year.
An issuer may incorporate any additional document provided that the document is available for viewing on the SEDAR website and that, on request by a purchaser, the issuer provides a copy of the document to the purchaser, without charge.
2.4 Existing Information Not Incorporated by Reference - An issuer is not required to incorporate by reference in an offering memorandum the disclosure required:
(
a) under securities legislation, in an information circular or annual filing of:
(
i) the repricing downward of options or free standing stock appreciation rights, (ii) the composition of the compensation committee of the board of directors of the issuer and its report on executive compensation, or
(iii) a graph comparing the yearly percentage change in the issuer's cumulative total shareholder return on publicly traded securities with the cumulative total return of a broad equity market index of a published industry or line-of business index or other issuers,
(
b) by an exchange or other market on which the issuer's securities trade, in the issuer's information circular regarding the issuer's corporate governance practices.
_______________________________________________________________________
FORM 45-103F3
You have 2 business days to cancel your purchase [Instruction: The issuer must complete this
section before giving the form to the purchaser.]
To do so, send a notice to [name of issuer] stating that you want to cancel your purchase. You must send the notice before midnight on the 2nd business day after you sign the agreement to purchase the securities. You can send the notice by fax or email or deliver it in person to [name of issuer] at its business address. Keep a copy of the notice for your records.
Issuer Name and Address:
Fax: E-mail:
You are buying Exempt Market Securities
They are called exempt market securities because two parts of securities law do not apply to them. If an issuer wants to sell exempt market securities to you:
the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections), and
the securities do not have to be sold by an investment dealer registered with a securities commission.
There are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than other securities.
You will receive an offering memorandum
Read the offering memorandum carefully because it has important information about the issuer and its securities. Keep the offering memorandum because you have rights based on it. Talk to a lawyer for details about these rights.
You will not receive advice [Instruction: Delete if sold by registrant]
You will not get professional advice about whether the investment is suitable for you. But you can still seek that advice from an adviser or investment dealer registered with a securities commission. Contact the Investment Dealers Association of Canada (website at www.ida.ca) for a list of registered investment dealers in your area.
The securities you are buying are not listed [Instruction: Delete if securities are listed or quoted]
The securities you are buying are not listed on any stock exchange, and they may never be listed. You may never be able to sell these securities.
The issuer of your securities is a non-reporting issuer [Instruction: Delete if issuer is reporting]
A non-reporting issuer does not have to publish financial information or notify the public of changes in its business. You will not receive ongoing information about this issuer.
For more information on the exempt market, call your local securities commission. [Instruction: Insert the name, telephone number and website address of the securities commission in the jurisdiction in which you are selling these securities.]
[Instruction: The purchaser must sign 2 copies of this form. The purchaser and the issuer must each receive a signed copy.]
Alberta Securities Commission Rule 45-802
Implementing Multilateral Instrument 45-103 Capital Raising Exemptions
and Forms 45-103F1, F2 and F3
Part 1
Definitions
In this rule:
(a) "Act" means the Securities Act (Alberta), RSA 2000 c.S-4;
(b) "ASC" means the Alberta Securities Commission;
(c) "ASC Rules" means the rules made by the ASC under
section 224(1) of the Act;
(d) "Form 20" means ASC Form 20 Report Under
Section 132(1) of the Securities Act;
(
e) Form 45-102F1 means Form 45-102F1 Report Made Under Subsection 2.7(1) of Multilateral Instrument 45-102 Resale of Securities;
(f) "Form 45-103F1" means ASC Form 45-103F1 Offering Memorandum for Non-Qualifying Issuers;
(g) "Form 45-103F2" means ASC Form 45-103F2 Offering Memorandum for Qualifying Issuers;
(h) "Form 45-103F3" means ASC Form 45-103F3 Risk Acknowledgement;
(i) "MI 45-102" means Multilateral Instrument 45-102 Resale of Securities; and
(j) "MI 45-103" means Multilateral Instrument 45-103 Capital Raising Exemptions.
Part 2 Offering Memoranda
2.1 Designation of Offering Memoranda
Form 45-103F1 and Form 45-103F2 are forms of offering memoranda prescribed by the regulations for the purposes of the definition of "offering memorandum" in
section 1(kk) of the Act.
2.2 Required Form of Offering Memorandum
Subject to
section 2.3 of this rule, the required form of offering memorandum referred to in
section 4.2 of MI 45-103 is Form 45-103F1.
2.3 Alternative Form of Offering Memorandum
A qualifying issuer, as defined in MI 45-102, is permitted to prepare an offering memorandum in accordance with Form 45-103F2.
2.4 No representations by the ASC
No person or company shall make any representations that the ASC has
(
a) in any way reviewed, or (
b) passed upon the merits of the securities offered by
an offering memorandum required or permitted under MI 45-103.
Part 3 Required Form of Risk Acknowledgement
The required form of risk acknowledgement referred to in
section 4.5(1) of MI 45-103 is Form 45-103F3.
Part 4 Required Form of Report of Distribution
The required form of a report of a distribution under sections 3.1(2), 4.1(4) and 5.1(2) of MI 45-103 is Form 20.
Part 5 Ceasing to be a Private Issuer
5.1 Requirement to File Form 45-102F1
An issuer that ceases to be a private issuer, as defined in MI 45-103, on or after the effective date of MI 45-103, must file Form 45-102F1.
5.2 Exemption from Filing Form 45-102F1
An issuer that ceases to be a private issuer, as that term is defined in the Act, is exempt from
section 2.7(1) of MI 45-102 if the issuer is a private issuer, as defined in MI 45-103.
Part 6 Effective Date
This Rule comes into force March 30, 2002.
_______________________________________________________________________
Amendment to Alberta Securities Commission
Form 20 Report Under
Section 132(1) of the Securities Act
Part 1 Amendment
Form 20 is amended by repealing the text identified below which appears on the Form 20 immediately beneath the heading "FORM 20 The Securities Act":
"REPORT UNDER
SECTION 132(1) OF THE SECURITIES ACT OF A TRADE MADE UNDER
SECTION 131(1)(a), (b), (c), (d), (l), (m), (q), (r), (s), (t), (
u) OR (bb) OF THE SECURITIES ACT OR
SECTION 122(
b) or (
d) OF THE ALBERTA SECURITIES COMMISSION RULES
NOTE: Circle statutory exemption or exemptions relied on. This report is not required if a bank to which the Bank Act (Canada) applies or a trust company registered under the Trust Companies Act acquires from a customer evidence of indebtedness of the customer or an equity investment in the customer acquired concurrently with an evidence of indebtedness."
and substituting the following:
"Report Under
Section 132(1) of the Securities Act of a Trade Made Under
Section 131(1)(a), (b), (c), (d), (l), (m), (q), (r), (s), (t), (
u) or (bb) of the Securities Act or
Section 122(
b) or (
d) of the Alberta Securities Commission Rules.
Report Under
Section 7.1(1) of Multilateral Instrument 45-103 Capital Raising Exemptions ("MI 45-103") of a Trade Made Under
Section 3.1(2), 4.1(4) or 5.1(2) of MI 45-103.
Report Under
Section 5.1 of ASC Blanket Order 45-503 Offerings by CDNX Short Form Offering Document of a Trade Made Under Blanket Order 45-503.
NOTE: Circle the prospectus exemption or exemptions relied on. This report is not required if a bank to which the Bank Act (Canada) applies or a trust company registered under the Trust Companies Act acquires from a customer evidence of indebtedness of the customer or an equity investment in the customer acquired concurrently with an evidence of indebtedness nor is it required in the circumstances described in
section 7.1(2) of Multilateral Instrument 45-103 Capital Raising Exemptions."
Part 2 Effective Date
This rule comes into force March 30, 2002.
_______________________________________________________________________
SUSTAINABLE RESOURCE DEVELOPMENT
Alberta Fishery Regulations, 1998
Notice of Variation Order 66-2001
Commercial Fishing Seasons
The close times and quotas set out in
Schedule 8 to the Alberta Fishery Regulations in respect of the waters listed in the
Schedule to this Notice have been varied by Variation Order 66-2001 by the Director of Fisheries Management in accordance with
section 3 of the Alberta Fishery Regulations.
Where fishing with gill nets is permitted during an open season established by the Order, the gill net mesh size has been specified in the Order.
Pursuant to Variation Order 66-2001 commercial fishing is permitted in accordance with the following schedule.
SCHEDULE
PART 1
Item - 1.
Column 1 Waters - In respect of:
(122) Utikuma Lake (79-10-W5)
Column 2 Gear - Gill net not less than 140 mm mesh
Column 3 Open Time - 08:00 hours January 14, 2002 to 16:00 hours January 16, 2002; 08:00 hours January 28, 2002 to 16:00 hours January 30, 2002; 08:00 hours March 4, 2002 to 16:00 hours March 8, 2002
Column 4 Species and Quota -1) Lake whitefish:100,000 kg; 2) Walleye: 500 kg;
3) Yellow perch: 500 kg; 4) Northern pike: 5,000 kg; 5) Tullibee: 3,000 kg; 6) Lake trout: 1 kg
_______________
Alberta Fishery Regulations, 1998
Notice of Variation Order 67-2001
Commercial Fishing Seasons
The close times and quotas set out in
Schedule 8 to the Alberta Fishery Regulations in respect of the waters listed in the
Schedule to this Notice have been varied by Variation Order 67-2001 by the Director of Fisheries Management in accordance with
section 3 of the Alberta Fishery Regulations.
Where fishing with gill nets is permitted during an open season established by the Order, the gill net mesh size has been specified in the Order.
Pursuant to Variation Order 67-2001 commercial fishing is permitted in accordance with the following schedule.
SCHEDULE
PART 1
Item - 1.
Column 1 Waters -
(130) Winagami Lake (76-18-W5)
Column 2 Gear - Gill net not less than 152 mm mesh
Column 3 Open Time - A. In respect of Winagami Lake excluding the following portions: - that portion east of a line drawn from the outlet in NW21-76-18-W5 to the Winagami Lake Provincial Park boat launch in NE35-76-18-W5; - that portion north and east of a line from the Provincial Park Boat launch in NE 35-76-18-W5 to a point of land in the South Heart Outlet channel in NE9-77-18-W5; and - that portion less than 800 meters from the shore: 13:00 hours March 11, 2002 to 16:00 hours March 13, 2002. B. In respect of all other waters: Closed
Column 4 Species and Quota -1) Lake whitefish: 40,000 kg; 2) Walleye: 100 kg;
3) Yellow perch: 100 kg; 4) Northern pike: 500 kg; 5) Tullibee: 1 kg; 6) Lake trout: 1 kg
_______________
Alberta Fishery Regulations, 1998
Notice of Variation Order 68-2001
Commercial Fishing Seasons
The close times and quotas set out in
Schedule 8 to the Alberta Fishery Regulations in respect of the waters listed in the
Schedule to this Notice have been varied by Variation Order 68-2001 by the Director of Fisheries Management in accordance with
section 3 of the Alberta Fishery Regulations.
Where fishing with gill nets is permitted during an open season established by the Order, the gill net mesh size has been specified in the Order.
Pursuant to Variation Order 68-2001 commercial fishing is permitted in accordance with the following schedule.
SCHEDULE
PART 1
Item - 1.
Column 1 Waters - In respect of:
(99) Unnamed Lake locally known as Side Lake (75-8-W4)
Column 2 Gear - Gill net not less than 140 mm mesh
Column 3 Open Time - 08:00 hours March 24, 2002 to 16:00 hours March 26, 2002
Column 4 Species and Quota -1) Lake whitefish: 450 kg; 2) Walleye: 1 kg;
3) Yellow perch: 1 kg; 4) Northern pike: 50 kg; 5) Tullibee: 1 kg; 6) Lake trout: 1 kg
Item - 1.
Column 1 Waters -
(110) Unnamed Lake locally known as Sunday Lake (74-9-W4)
Column 2 Gear - Gill net not less than 140 mm mesh
Column 3 Open Time - 08:00 hours March 25, 2002 to 16:00 hours March 26, 2002
Column 4 Species and Quota -1) Lake whitefish: 900 kg; 2) Walleye: 1 kg;
3) Yellow perch: 1 kg; 4) Northern pike: 50 kg; 5) Tullibee: 1 kg; 6) Lake trout: 1 kg
_______________
Alberta Fishery Regulations, 1998
Notice of Variation Order 69-2001
Commercial Fishing Seasons
The close times and quotas set out in
Schedule 8 to the Alberta Fishery Regulations in respect of the waters listed in the
Schedule to this Notice have been varied by Variation Order 69-2001 by the Director of Fisheries Management in accordance with
section 3 of the Alberta Fishery Regulations.
Where fishing with gill nets is permitted during an open season established by the Order, the gill net mesh size has been specified in the Order.
Pursuant to Variation Order 69-2001 commercial fishing is permitted in accordance with the following schedule.
SCHEDULE
PART 1
Item - 1.
Column 1 Waters - In respect of:
(122) Utikuma Lake (79-10-W5)
Column 2 Gear - Gill net not less than 140 mm mesh
Column 3 Open Time - 08:00 hours January 14, 2002 to 16:00 hours January 16, 2002; 08:00 hours January 28, 2002 to 16:00 hours January 30, 2002; 08:00 hours March 4, 2002 to 16:00 hours March 8, 2002; 08:00 hours March 18, 2002 to 16:00 hours March 21, 2002
Column 4 Species and Quota -1) Lake whitefish: 100,000 kg; 2) Walleye: 500 kg;
3) Yellow perch: 500 kg; 4) Northern pike: 5,000 kg; 5) Tullibee: 3,000 kg; 6) Lake trout: 1 kg
_______________
Alberta Fishery Regulations, 1998
Notice of Variation Order 70-2001
Commercial Fishing Seasons
The close times and quotas set out in
Schedule 8 to the Alberta Fishery Regulations in respect of the waters listed in the
Schedule to this Notice have been varied by Variation Order 70-2001 by the Director of Fisheries Management in accordance with
section 3 of the Alberta Fishery Regulations.
Where fishing with gill nets is permitted during an open season established by the Order, the gill net mesh size has been specified in the Order.
Pursuant to Variation Order 70-2001 commercial fishing is permitted in accordance with the following schedule.
SCHEDULE
PART 1
Item - 1.
Column 1 Waters - In respect of:
(54.1) Lac Ste. Anne (55-3-W5) - excluding that portion southeast of a line drawn from the water tower in Gunn Townsite to the point of land in 10-20-54-3-W5
Column 2 Gear - Gill net not less than 140 mm mesh
Column 3 Open Time - 08:00 hours March 11, 2002 to 16:00 hours March 12, 2002; 08:00 hours March 19, 2002 to 16:00 hours March 20, 2002
Column 4 Species and Quota -1) Lake whitefish: 45,000 kg; 2) Walleye: 450 kg;
3) Yellow perch: 900 kg; 4) Northern pike: 2,200 kg; 5) Tullibee: 1 kg; 6) Lake trout: 1 kg
_______________
Alberta Fishery Regulations, 1998
Notice of Variation Order 71-2001
Commercial Fishing Seasons
The close times and quotas set out in
Schedule 8 to the Alberta Fishery Regulations in respect of the waters listed in the
Schedule to this Notice have been varied by Variation Order 71-2001 by the Director of Fisheries Management in accordance with
section 3 of the Alberta Fishery Regulations.
Where fishing with gill nets is permitted during an open season established by the Order, the gill net mesh size has been specified in the Order.
Pursuant to Variation Order 71-2001 commercial fishing is permitted in accordance with the following schedule.
SCHEDULE
PART 1
Item - 1.
Column 1 Waters - In respect of:
(54.1) Lac Ste. Anne (55-3-W5) - excluding that portion southeast of a line drawn from the water tower in Gunn Townsite to the point of land in 10-20-54-3-W5
Column 2 Gear -Gill net not less than 140 mm mesh
Column 3 Open Time - 08:00 hours March 11, 2002 to 16:00 hours March 12, 2002; 08:00 hours March 18, 2002 to 16:00 hours March 20, 2002
Column 4 Species and Quota -1) Lake whitefish: 45,000 kg; 2) Walleye: 450 kg;
3) Yellow perch: 900 kg; 4) Northern pike: 2,200 kg; 5) Tullibee: 1 kg; 6) Lake trout: 1 kg
_______________
Alberta Fishery Regulations, 1998
Notice of Variation Order 72-2001
Commercial Fishing Seasons
The close times and quotas set out in
Schedule 8 to the Alberta Fishery Regulations in respect of the waters listed in the
Schedule to this Notice have been varied by Variation Order 72-2001 by the Director of Fisheries Management in accordance with
section 3 of the Alberta Fishery Regulations.
Where fishing with gill nets is permitted during an open season established by the Order, the gill net mesh size has been specified in the Order.
Pursuant to Variation Order 72-2001 commercial fishing is permitted in accordance with the following schedule.
SCHEDULE
PART 2
Item - 1.
Column 1 Waters - In respect of:
(4) Utikuma Lake (79-10-W5)
Column 2 Gear - Gill net not less than 140 mm mesh
Column 3 Open Time - 08:00 hours January 5, 2002 to 16:00 hours January 10, 2002: 08:00 hours March 11, 2002 to 16:00 hours March 21, 2002
Column 4 Species and Quota -1) Lake whitefish: 100,000 kg; 2) Walleye: 500 kg;
3) Yellow perch: 500 kg; 4) Northern pike: 5,000 kg; 5) Tullibee: 3,000 kg; 6) Lake trout: 1 kg
_______________________________________________________________________
ADVERTISEMENTS
INSURANCE NOTICE
(Insurance Act)
EMPLOYERS INSURANCE OF WAUSAU A MUTUAL COMPANY
EMPLOYERS INSURANCE COMPANY OF WAUSAU
By virtue of the amended and restated Articles of Incorporation (certified by the Office of the Commissioner of Insurance, Wisconsin) dated November 21, 2001 the name of Employers Insurance of Wasau A Mutual Company was changed to Employers Insurance Company of Wausau.
5-6 V. Lorraine Williams._______________________________________________________________________
IRRIGATION DISTRICT NOTICE
ENFORCEMENT RETURN
(Irrigation Districts Act)
BOW RIVER IRRIGATION DISTRICT
Notice is hereby given that the Justice of the Court of Queen's Bench of the Judicial District of Lethbridge has fixed Friday, May 24, 2002 as the day on which at 10:00 a.m., the court will sit in the Court House, Lethbridge, Alberta for the purpose of confirmation of the Enforcement Return of the Bow River Irrigation District for the year 2000 and prior years.
Dated at Vauxhall, Alberta, February 20, 2002
6-7 Henry P. Holst, General Manager.
LETHBRIDGE NORTHERN IRRIGATION DISTRICT
Notice is hereby given that the Court of Queen's Bench of Alberta has fixed Friday, May 24, 2002 as the day on which at 10:30 a.m., the Court will sit in the Courthouse, 320-4 Street South, Lethbridge, Alberta for the purpose of confirmation of the Enforcement Return for the Lethbridge Northern Irrigation District covering rates assessed for the year 2000.
Dated at Lethbridge, Alberta, March 7, 2002
6-7 K.C. Haggart, P. Eng., General Manager.
_______________
RAYMOND IRRIGATION DISTRICT
Notice is hereby given that the Office of the Trail Co-ordinator, Alberta Justice, has fixed Friday, May 24, 2002 as the day on which at 11:00 a.m., a Judge will sit at the Courthouse, 320-4 Street South, Lethbridge, Alberta T1J 1Z8 for the purpose of confirmation of the 2002 Enforcement Return of the Raymond River Irrigation District covering charges assessed for the year 2000 and subsequent penaties
Dated at Raymond, Alberta, March 7, 2002.
6-7 Gordon ZoBell, Manager.
_______________________
ST. MARY RIVER IRRIGATION DISTRICT
Notice is hereby given that the Court of Queen's Bench of the Judicial District of Lethbridge/Macleod has fixed Friday, May 24, 2002 as the day on which at 11:00 a.m., the Court will sit at the Court House, Lethbridge, Alberta for the purpose of confirmation of the Enforcement Return for the St. Mary River Irrigation District covering rates assessed for the year 2000.
5-6 James E. Brown, General Manager.
_______________________
TABER IRRIGATION DISTRICT
Notice is hereby given that the Court of Queen's Bench of the Judicial District of Lethbridge has fixed Friday, May 24, 2002 as the day on which at 11:00 a.m., the Court will sit at the Court House, Lethbridge, Alberta for the purpose of confirmation of the Enforcement Return for the Taber Irrigation District covering rates assessed for the year 2000.
Dated at Taber, Alberta, February 14, 2002.
5-6 M. Kent Bullock, District Manager
PUBLIC SALE OF LAND
(Municipal Government Act)
MUNICIPALITY OF CROWSNEST PASS
Notice is hereby given that under the provisions of the Municipal Government Act, the Municipality of Crowsnest Pass will offer for sale, by public auction, in the Municpal Office, 8502-19 Avenue, Coleman, Alberta on Wednesday, May 15, 2002 at 2:00 p.m. the following lands:
Title #,Linc #,Plan,Block,Lot,Civic Address
961 299 751,0011 982 477,6808 CU,23,1,8501-21 Ave., Coleman
901 312 766,0016 301 442,802 L,4,4,7920-17 Ave., Coleman
921 318 242,0014 662 952,820L,6,1 & 2,7702-17 Ave., Coleman
841 128 270,0015 950 462,820 L,25,4,7913-19 Ave., Coleman
971 260 466,0020 105 632,2446 AA,C,23,7010-18 Ave., Coleman
971 260 466+1,0020 116 745,2446 AA,C,24,7010-18 Ave., Coleman
981 345 156,0020 116 760,2446 AA,C,28 (PT) & 29,7034-18 Ave., Coleman
801 204 269,0019 807 320,3319 I,1,14 & 15,12718-21 Ave., Blairmore
791 160 378,0019 820 919,3319 I,14,9 & 10,2137-130 St., Blairmore
001 313 010,0012 334 694,3380 T,2,5,13317-19 Ave., Blairmore
821 161 294,0019 793 371,3380 T,8,24,13325-17 Ave., Blairmore
881 066 470,0018 366 229,9033 GM,-,2,20526-24 Ave., Bellevue
961 122 170,0011 577 104,7134 AI,A,5 & 6,20538-25 Ave., Bellevue
961 122 170,0011 577 104,7134 AI,A,7,20534-25 Ave., Bellevue
881 078 073,0018 939 546,6177 Y,6,5,2514-211 St., Bellevue
991 059 027,0019 390 178,4735 AQ,1,4,1126-231 St., Hillcrest
Each parcel will be offered for sale subject to a reserve bid and to the reservations and conditions contained in the existing certificate of title.
The Municipality of Crowsnest Pass may, after the public auction, become the owner of any parcel of land that is not sold at the public auction.
Terms: Cash.
Redemption may be effected by payment of all arrears of taxes and costs at any time prior to the sale.
August (Gus) Kollee, Director of Finance and Systems.
_______________
SUMMER VILLAGE OF VAL QUENTIN
Notice is hereby given that under the provisions of the Municipal Government Act, the Summer Village of Val Quentin will offer for sale, by public auction, in the Village Council Chambers, Spring Lake, Alberta on Wednesday, June 12, 2002 at 8:00 p.m. the following lands:Lot,Block,Plan,Roll #
3,2,5194KS,26
7,14,6255KS,122
Each parcel will be offered for sale subject to a reserve bid and to the reservations and conditions contained in the existing certificate of title.
The Summer Village of Val Quentin may, after the public auction, become the owner of any parcel of land that is not sold at the public auction.
Terms: Cash.
Redemption may be affected by payment of all arrears of taxes and costs at any time prior to the sale.
Dated at Summer Village of Val Quentin, Alberta, March 12, 2002.
ALBERTA GOVERNMENT SERVICES
_______________
CORPORATE REGISTRY
_______________
REGISTRAR'S PERIODICAL
ALBERTA GOVERNMENT SERVICES
CORPORATE REGISTRY
REGISTRAR'S PERIODICAL
CORPORATE REGISTRATIONS, INCORPORATIONS, AND
CONTINUATIONS
(Business Corporations Act, Cemetery Companies Act, Companies Act, Co-operative Associations Act, Credit Union Act, Loan and Trust Corporations Act, Religious Societies' Land Act, Rural Utilities Act, Societies Act, Partnership Act)
_______________________________________________________________________
2968690 CANADA INC. Federal Corporation Registered 2002 FEB 20 Registered Address: 2500, 10303 JASPER AVENUE, EDMONTON ALBERTA, T5J 3N6. No: 219752839.
2K2 ELECTRICAL SYSTEMS LTD. Named Alberta Corporation Incorporated 2002 FEB 25 Registered Address: 612 DEERPATH COURT SE, CALGARY ALBERTA, T2J 6C4. No: 209761014.
3063926 NOVA SCOTIA COMPANY Other Prov/Territory Corps Registered 2002 FEB 25 Registered Address: 3300, 421 - 7 AVENUE S.W., CALGARY ALBERTA, T2P 4K9. No: 219760329.
411 HOMENET REALTY INC. Named Alberta Corporation Continued In 2002 FEB 28 Registered Address: 3300, 421 7TH AVENUE S.W., CALGLARY ALBERTA, T2P 4K9. No: 209768753.
4TH LEFSRUD FARM LTD. Named Alberta Corporation Incorporated 2002 FEB 21 Registered Address: 5314 - 50 STREET, VIKING ALBERTA, T0B 4N0. No: 209755024.
569581 SASKATCHEWAN LTD. Other Prov/Territory Corps