Alberta Gazette, Part I — Monday, June 15, 2015
Monday, June 15, 2015
Alberta — Gazette
The Alberta Gazette
Part I
Vol. 111 Edmonton, Monday, June 15, 2015 No. 11
PROCLAMATION
[GREAT SEAL]
CANADA
PROVINCE OF ALBERTA Donald S. Ethell, 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
G R E E T I N G
Kim Armstrong,
Deputy Attorney General
WHEREAS 188 of the Chartered Professional Accountants Act provides that that
Act, except
section 168, comes into force on Proclamation; and
WHEREAS it is expedient to proclaim the Chartered Professional Accountants Act,
except
section 168, 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 Chartered
Professional Accountants Act, except
section 168, in force on July 1, 2015.
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: COLONEL (RETIRED) THE HONOURABLE DONALD S.
ETHELL, Lieutenant Governor of Our Province of Alberta, this 28th day of May in
the Year of Our Lord Two Thousand Fifteen and in the Sixty-fourth Year of Our
Reign.
BY COMMAND Kathleen Ganley, Provincial Secretary.
APPOINTMENTS
Appointment of Non-presiding Justices of the Peace
(Justice of the Peace Act)
April 24, 2015
Anderson, Gereen Joyce of Edmonton
Anderson, Shaun Cody of Calgary
Dziedzic, Candyce Tanya of Edmonton
Geba, Vendula of Calgary
Ogle, William Kevin of Calgary
Urton, Samantha Rae of Lethbridge
Vermesan, Teodora of Calgary
RESIGNATIONS & RETIREMENTS
Retirement of Supernumerary Provincial Court Judge
(Provincial Court Act)
May 25, 2015
Honourable Judge Lawrence Stuart Witten
GOVERNMENT NOTICES
Agriculture and Forestry
Form 15
(Irrigation Districts Act)
(Section 88)
Notice to Irrigation Secretariat:
Change of Area of an Irrigation District
On behalf of the Bow River 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 22 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 a notation
added to the certificate of title:
LINC Number
Short Legal Description as shown on title
Title Number
0022 436 992
N.W. 21-12-16-W4M
081 125 343 + I
0022 437 008
N .E. 2 1-12-16-W4M
081 125 343
0013 223 748
S.W. 28-12-16-W4M
101 351 125
I certify the procedures required under
part 4 of the Irrigation Districts Act have been
completed and the area of the Bow River Irrigation District should be changed
according to the above list.
Rebecca Fast, Office Administrator,
Irrigation Secretariat.
______________
On behalf of the St. Mary River 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 22 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 a notation
added to the certificate of title:
LINC Number
Short Legal Description as shown on title
Title Number
0022 325 600
4;18;9;18;SW
151 001 456
0029 242 716
4;19;10;15;NE
111 288 648 + 3
0029 242 799
4;19;10;15;NW
111 288 648 + 4
0029 244 498
4;19;10;15;SE
111 288 648 + 5
I certify the procedures required under
part 4 of the Irrigation Districts Act have been
completed and the area of the St. Mary River Irrigation District should be changed
according to the above list.
Rebecca Fast, Office Administrator,
Irrigation Secretariat.
Culture and Tourism
Ministerial Order
(Historical Resources Act)
03/15
I, Maureen Kubinec, Minister of Culture and Tourism, pursuant to
Section 20(15) of
the Historical Resources Act, R.S.A. 2000 C. H-9, HEREBY RESCIND that portion
of the Magrath Canal Provincial Historic Resource designation dated May 14, 1987,
registered in Alberta Land Titles as instrument 871 088 444, with respect to the lands
legally described as Plan 9811633, Block 40, Lot 3.
Dated at Edmonton, Alberta, this 1st day of April, 2015.
Maureen Kubinec, Minister of Culture and Tourism
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 "Crossfield Wabamun Agreement #1" effective
December 31, 2010.
Donna Crawford, for Minister of Energy.
Human Services
Office of the Public Trustee
Property being held by the Public Trustee for a period of Ten
(10) Years
(Public Trustee Act)
Section 11 (2)(
b) Name of Person Entitled
to Property
Description
of Property
held and its
value or
estimated value
Property part of
deceased person's
Estate or held under
Court Order:
Deceased's Name
Judicial District Court
File Number
Public Trustee
Office
Additional
Information
Missing Beneficiaries of
George Dick
$94,160.70
George Dick
Beneficiaries
possible
located in
Europe
OPGT file#
047,037
Missing Beneficiaries of
Joseph Jakobovics
$479.78
Joseph Jakobovics
JD of Lethbridge
Unknown
OPGT file#
047,280
Flossie Helen Geno
$779.17
Charles Alexander
MacAuley
JD of Edmonton
OPT file#
050,211
Legislative Assembly
Office of the Chief Electoral Officer
Notice: Members Elected to Serve in the Legislative Assembly of Alberta
Edmonton, June 5, 2015
Notice is hereby given, under the provisions of the Election Act, that I have received
the Certificate and Return from the 87 Provincial Returning Officers appointed to
conduct a Provincial General Election on the 5th day of May, 2015 in the following
electoral divisions, and the said Returns show that the following Members were duly
elected:
Electoral Division Member Elected
Dunvegan-Central Peace-Notley Margaret McCuaig-Boyd
Lesser Slave Lake Danielle Larivee
Calgary-Acadia Brandy Payne
Calgary-Bow Deborah Drever
Calgary-Buffalo Kathleen Ganley
Calgary-Cross Ricardo Miranda
Calgary-Currie Brian Malkinson
Calgary-East Robyn Luff
Calgary-Elbow Greg Clark
Calgary-Fish Creek Richard Gotfried
Calgary-Foothills Jim Prentice * disclaimed
Calgary-Fort Joe Ceci
Calgary-Glenmore Anam Kazim
Calgary-Greenway Manmeet Bhullar
Calgary-Hawkwood Michael Connolly
Calgary-Hays Ric McIver
Calgary-Klein Craig Coolahan
Calgary-Lougheed Dave Rodney
Calgary-Mackay-Nose Hill Karen McPherson
Calgary-McCall Irfan Sabir
Calgary-Mountain View David Swann
Calgary-North West Sandra Jansen
Calgary-Northern Hills Jamie Kleinsteuber
Calgary-Shaw Graham D. Sucha
Calgary-South East Rick Fraser
Calgary-Varsity Stephanie McLean
Calgary-West Mike Ellis
Edmonton-Beverly-Clareview Deron Bilous
Edmonton-Calder David Eggen
Edmonton-Castle Downs Nicole Goehring
Edmonton-Centre David Shepherd
Edmonton-Decore Chris Nielsen
Edmonton-Ellerslie Rod Loyola
Edmonton-Glenora Sarah Hoffman
Edmonton-Gold Bar Marlin Schmidt
Edmonton-Highlands-Norwood Brian Mason
Edmonton-Manning Heather Sweet
Edmonton-McClung Lorne Dach
Edmonton-Meadowlark Jon Carson
Edmonton-Mill Creek Denise Woollard
Edmonton-Mill Woods Christina Gray
Edmonton-Riverview Lori Sigurdson
Edmonton-Rutherford Richard Feehan
Edmonton-South West Thomas Dang
Edmonton-Strathcona Rachel Notley
Edmonton-Whitemud Bob Turner
Airdrie Angela Pitt
Athabasca-Sturgeon-Redwater Colin Piquette
Banff-Cochrane Cameron Westhead
Barrhead-Morinville-Westlock Glenn Van Dijken
Battle River-Wainwright Wes Taylor
Bonnyville-Cold Lake Scott Cyr
Cardston-Taber-Warner Grant Hunter
Chestermere-Rocky View Leela Sharon Aheer
Cypress-Medicine Hat Drew Barnes
Drayton Valley-Devon Mark Smith
Drumheller-Stettler Rick Strankman
Fort McMurray-Conklin Brian Michael Jean
Fort McMurray-Wood Buffalo Tany Yao
Fort Saskatchewan-Vegreville Jessica Littlewood
Grande Prairie-Smoky Todd Loewen
Grande Prairie-Wapiti Wayne Drysdale
Highwood Wayne Anderson
Innisfail-Sylvan Lake Don MacIntyre
Lac La Biche-St. Paul-Two Hills David B. Hanson
Lacombe-Ponoka Ron J.N. Orr
Leduc-Beaumont Shaye Anderson
Lethbridge-East Maria Fitzpatrick
Lethbridge-West Shannon Phillips
Little Bow David A. Schneider
Livingstone-Macleod Pat Stier
Medicine Hat Robert Wanner
Olds-Didsbury-Three Hills Nathan M. Cooper
Peace River Debbie Jabbour
Red Deer-North Kim Schreiner
Red Deer-South Barb Miller
Rimbey-Rocky Mountain House-Sundre Jason Nixon
Sherwood Park Annie McKitrick
Spruce Grove-St. Albert Trevor Horne
St. Albert Marie Renaud
Stony Plain Erin Babcock
Strathcona-Sherwood Park Estefania Cortes-Vargas
Strathmore-Brooks Derek Gerhard Fildebrandt
Vermilion-Lloydminster Richard Starke
West Yellowhead Eric Rosendahl
Wetaskiwin-Camrose Bruce Hinkley
Whitecourt-Ste. Anne Oneil Carlier
Glen Resler, Chief Electoral Officer.
Safety Codes Council
Corporate Accreditation
(Safety Codes Act)
Pursuant to
section 28 of the Safety Codes Act it is hereby ordered that
Seven Generations Ltd, Accreditation No. C000881, Order No. 2944
administer the Safety Codes Act including applicable Alberta amendments and
regulations within the Corporation's industrial facilities for the discipline of
Electrical
Consisting of all parts of the Canadian Electrical Code, Code for Electrical
Installations at Oil & Gas Facilities and Alberta Electrical Utility Code.
Accredited Date: May 25, 2015 Issued Date: May 25, 2015.
Municipal Accreditation
(Safety Codes Act)
Pursuant to
Section 26 of the Safety Codes Act it is hereby ordered that
Town of Taber, Accreditation No. M000118, Order No. 0474
administer the Safety Codes Act including applicable Alberta amendments and
regulations within the Municipality's boundaries for the discipline of Fire
Consisting of all parts of the Alberta Fire Code including investigations. Excluding
any or all things, processes or activities located on all existing and future industrial
facilities that are owned by or are under the care and control of an accredited
corporation.
Accredited Date: December 5, 2002 Issued Date: May 28, 2015.
Alberta Securities Commission
AMENDMENTS TO NATIONAL INSTRUMENT 41-101
GENERAL PROSPECTUS REQUIREMENTS
(Securities Act)
Made as a rule by the Alberta Securities Commission on March 11, 2015 pursuant to
sections 223 and 224 of the Securities Act.
Amendments to National Instrument 41-101
GENERAL PROSPECTUS REQUIREMENTS
1. National Instrument 41-101 General Prospectus Requirements is amended
by this Instrument.
Section 1.1 is amended by adding the following definition:
"Form 51-102F6V" means Form 51-102F6V Statement of Executive
Compensation - Venture Issuers of NI 51-102;.
3. Subsection 1.9(4) of Form 41-101F1 is amended by adding "(" after "the
United States of America" and by adding ")" after "PLUS Markets Group
plc.".
4. Subsections 5.1(2) and (3) of Form 41-101F1 are amended by adding ", if the
issuer is a venture issuer or an IPO venture issuer, the two most recently
completed financial years, or" after "within the three most recently completed
financial years or".
5. The heading of
section 5.2 of Form 41-101F1 is amended by replacing
"Three-year history" with "History".
6. Subsection 5.2(1) of Form 41-101F1 is amended by adding "or, if the issuer
is a venture issuer or an IPO venture issuer, the last two completed financial
years," after "over the last three completed financial years".
Section 8.2 of Form 41-101F1 is amended by adding the following guidance
after subsection (3):
GUIDANCE
Under
section 2.2.1 of Form 51-102F1, for financial years beginning on or
after July 1, 2015, venture issuers, or IPO venture issuers, have the option of
meeting the requirement to provide interim MD&A under
section 2.2 of Form
51-102F1 by providing quarterly highlights disclosure..
8. Paragraph 8.6(3)(
b) of Form 41-101F1 is amended by adding "if the issuer is
not providing disclosure in accordance with
section 2.2.1 of Form 51-102F1,"
before "the most recent year-to-date".
9. Paragraph 8.8(2)(
b) of Form 41-101F1 is amended by adding "if the issuer is
not providing disclosure in accordance with
section 2.2.1 of Form 51-102F1,"
before "the most recent year-to-date".
Section 17.1 of Form 41-101F1 is amended by adding "or, if the issuer is a
venture issuer or an IPO venture issuer, in accordance with Form 51-102F6 or
Form 51-102F6V" after "in accordance with Form 51-102F6".
Section 20.11 of Form 41-101F1 is amended by adding ")" after "the United
States of America" and adding ")" after "PLUS Markets Group plc.".
12. Subsection 32.4(1) of Form 41-101F1 is amended by replacing paragraph (
a) with the following:
(
a) the statement of comprehensive income, the statement of changes in
equity, and the statement of cash flows for the third most recently
completed financial year, if the issuer is
(
i) an IPO venture issuer, or
(ii) a reporting issuer in at least one jurisdiction immediately before
filing the prospectus,.
13. This Instrument comes into force on June 30, 2015.
Alberta Securities Commission
AMENDMENTS TO NATIONAL INSTRUMENT 51-101
Standards of Disclosure for Oil and Gas Activities
(Securities Act)
Made as a rule by the Alberta Securities Commission on November 12, 2014 pursuant
to sections 223 and 224 of the Securities Act.
Amendments to National Instrument 51-101
Standards of Disclosure for Oil and Gas Activities
1. National Instrument 51-101 Standards of Disclosure for Oil and Gas
Activities is amended by this Instrument.
Section 1.1 is amended by
(
a) deleting the paragraph numbering scheme,
(
b) adding the following
definitions:
"abandonment and reclamation costs" means all costs associated with
the process of restoring a reporting issuer's property that has been
disturbed by oil and gas activities to a standard imposed by applicable
government or regulatory authorities;
"alternate reference point" means a location at which quantities and
values of a product type are measured before the first point of sale;
"bitumen" means a naturally occurring solid or semi-solid hydrocarbon
(
a) consisting mainly of heavier hydrocarbons, with a viscosity
greater than 10,000 millipascal-seconds (mPa*
s) or 10,000
centipoise (cP) measured at the hydrocarbon's original
temperature in the reservoir and at atmospheric pressure on
a gas-free basis, and
(
b) that is not primarily recoverable at economic rates through
a well without the implementation of enhanced recovery
methods;
"by-product" means a substance that is recovered as a consequence of
producing a product type;
"coal bed methane" means natural gas that
(
a) primarily consists of methane, and
(
b) is contained in a coal deposit;,
(
c) replacing the definition of "COGE Handbook" with the following:
"COGE Handbook" means the "Canadian Oil and Gas Evaluation
Handbook" maintained by the Society of Petroleum Evaluation
Engineers (Calgary Chapter), as amended from time to time;,
(
d) adding the following
definitions:
"contingent resources data" means
(
a) an estimate of the volume of contingent resources, and
(
b) the risked net present value of future net revenue of
contingent resources;
"conventional natural gas" means natural gas that has been generated
elsewhere and has migrated as a result of hydrodynamic forces and is
trapped in discrete accumulations by seals that may be formed by
localized structural, depositional or erosional geological features;
"first point of sale" means the first point after initial production at which
there is a transfer of ownership of a product type;
"Form 51-101F5" means Form 51-101F5 Notice of Ceasing to Engage
in Oil and Gas Activities;
"future net revenue" means a forecast of revenue, estimated using
forecast prices and costs or constant prices and costs, arising from the
anticipated development and production of resources, net of the
associated royalties, operating costs, development costs, and
abandonment and reclamation costs;
"gas hydrate" means a naturally occurring crystalline substance
composed of water and gas in an ice-lattice structure;
"heavy crude oil" means crude oil with a relative density greater than 10
degrees API gravity and less than or equal to 22.3 degrees API gravity;
"hydrocarbon" means a compound consisting of hydrogen and carbon,
which, when naturally occurring, may also contain other elements such
as sulphur;
"light crude oil" means crude oil with a relative density greater than
31.1 degrees API gravity;
"medium crude oil" means crude oil with a relative density greater than
22.3 degrees API gravity and less than or equal to 31.1 degrees API
gravity;
"natural gas" means a naturally occurring mixture of hydrocarbon gases
and other gases;
"natural gas liquids" means those hydrocarbon components that can be
recovered from natural gas as a liquid including, but not limited to,
ethane, propane, butanes, pentanes plus, and condensates;,
(
e) replacing the definition of "oil and gas activities" with the following:
"oil and gas activities" includes the following:
(
a) searching for a product type in its natural location;
(
b) acquiring property rights or a property for the purpose of
exploring for or removing product types from their natural
locations;
(
c) any activity necessary to remove product types from their
natural locations, including construction, drilling, mining
and production, and the acquisition, construction,
installation and maintenance of field gathering and storage
systems including treating, field processing and field
storage;
(
d) producing or manufacturing of synthetic crude oil or
synthetic gas;
but does not include any of the following:
(
e) any activity that occurs after the first point of sale;
(
f) any activity relating to the extraction of a substance other
than a product type and their by-products;
(
g) extracting hydrocarbons as a consequence of the extraction
of geothermal steam;,
(
f) adding the following definition:
"oil and gas metric" means a numerical measure of a reporting issuer's
oil and gas activities;,
(
g) repealing of the definition of "production group",
(
h) replacing the definition of "product type" with the following:
"product type" means any of the following:
(
a) bitumen;
(
b) coal bed methane;
(
c) conventional natural gas;
(
d) gas hydrates;
(
e) heavy crude oil;
(
f) light crude oil and medium crude oil combined;
(
g) natural gas liquids;
(
h) shale gas;
(
i) synthetic crude oil;
(
j) synthetic gas;
(
k) tight oil;,
(
i) in the definition of "professional organization" replacing "Canadian
jurisdiction" with "jurisdiction of Canada",
(
j) adding the following definition:
"prospective resources data" means
(
a) an estimate of the volume of prospective resources, and
(
b) the risked net present value of future net revenue of
prospective resources;,
(
k) in the definition of "reserves data" replacing "; and" with ";",
(
l) adding the following
definitions:
"risked" means adjusted for the probability of loss or failure in
accordance with the COGE Handbook;
"shale gas" means natural gas
(
a) contained in dense organic-rich rocks, including low-
permeability shales, siltstones and carbonates, in which the
natural gas is primarily adsorbed on the kerogen or clay
minerals, and
(
b) that usually requires the use of hydraulic fracturing to
achieve economic production rates;,
(
m) in the definition of "supporting filing" by replacing "." with ";", and
(
n) adding the following
definitions:
"synthetic crude oil" means a mixture of liquid hydrocarbons derived by
upgrading bitumen, kerogen or other substances such as coal, or derived
from gas to liquid conversion and may contain sulphur or other
compounds;
"synthetic gas" means a gaseous fluid
(
a) generated as a result of the application of an in-situ
transformation process to coal or other hydrocarbon-
bearing rock; and
(
b) comprised of not less than 10% by volume of methane;
"tight oil" means crude oil
(
a) contained in dense organic-rich rocks, including low-
permeability shales, siltstones and carbonates, in which the
crude oil is primarily contained in microscopic pore spaces
that are poorly connected to one another, and
(
b) that typically requires the use of hydraulic fracturing to
achieve economic production rates..
3. Paragraph (
b) of item 2 of
section 2.1 is replaced with the following:
(
b) executed by one or more qualified reserves evaluators or auditors
each of whom is independent of the reporting issuer and who
must have,
(
i) in the aggregate,
(
A) evaluated or audited at least 75 percent of the future
net revenue, calculated using a discount rate of 10
percent, attributable to proved plus probable
reserves, as reported in the statement filed or to be
filed under item 1, and
(
B) reviewed the balance of that future net revenue, and
(ii) evaluated or audited the contingent resources data or
prospective resources data reported in the statement filed
or to be filed under item 1..
4. Paragraph (
B) of item 3(e)(ii) of
section 2.1 is replaced with the following:
(
B) if the reporting issuer has only three directors, two of whom are
the persons referred to in subparagraph (i), all of the directors of
the reporting issuer..
5. Subsection 2.4(1) is amended by
(
a) deleting "on reserves data",
(
b) inserting "on reserves data, contingent resources data or prospective
resources data" after "without reservation", and
(
c) inserting ", contingent resources data, or prospective resources data"
after "on the reserves data".
Section 3.2 is replaced with the following:
3.2 Reporting Issuer to Appoint Independent Qualified Reserves
Evaluator or Independent Qualified Reserves Auditor
(1) A reporting issuer must appoint one or more qualified reserves
evaluators, or qualified reserves auditors, each of whom is
independent of the reporting issuer, and must direct each
appointed evaluator or auditor to report to the board of directors
of the reporting issuer on the reserves data disclosed in the
statement prepared for the purpose of item 1 of
section 2.1.
(2) If a reporting issuer discloses contingent resources data or
prospective resources data in a statement prepared for the
purpose of item 1 of
section 2.1, the reporting issuer must appoint
one or more qualified reserves evaluators or qualified reserves
auditors and must direct each appointed evaluator or auditor to
report to the board of directors of the reporting issuer on all
contingent resources data and prospective resources data
included in the statement..
Section 3.4 is amended by adding ", contingent resources data or prospective
resources data" after each instance of "reserves data".
Section 5.2 is amended by renumbering it as subsection 5.2(1) and by adding
the following subsection:
(2) Disclosure referred to under subsection (1) must indicate whether
the estimates of reserves or future net revenue were prepared by
an independent qualified reserves evaluator or qualified reserves
auditor..
Section 5.3 is amended by replacing "categories" with "category".
Section 5.4 is replaced with the following:
5.4 Oil and Gas Resources and Sales
(1) Disclosure of resources or of sales of product types or associated
by-products must be made with respect to the first point of sale.
(2) Despite subsection (1), a reporting issuer may disclose resources
or sales of product types or associated by-products with respect to
an alternate reference point if, to a reasonable person, the
resources, product types or associated by-products would be
marketable at the alternate reference point.
(3) If a reporting issuer discloses resources or sales of product types
or associated by-products with respect to an alternate reference
point, the reporting issuer must
(
a) state that the disclosure is made with respect to an alternate
reference point,
(
b) disclose the location of the alternate reference point, and
(
c) explain why disclosure is not being made with respect to
the first point of sale..
Section 5.5 is replaced with the following:
5.5 Recovery of Product Types or By-Products - Disclosure of product
types or by-products, including natural gas liquids and sulphur must be
made in respect only of volumes that have been or are to be recovered
prior to the first point of sale, or an alternate reference point, as
applicable..
Section 5.7 is repealed.
Section 5.9 is amended by
(
a) in paragraph (2)(d), adding the following:
(iii.1) a description of the applicable project or projects including
the following:
(
A) the estimated total cost required to achieve
commercial production;
(
B) the general timeline of the project, including the
estimated date of first commercial production;
(
C) the recovery technology;
(
D) whether the project is based on a conceptual or
pre-development study;,
(
b) in clause (2)(d)(v)(
A) replacing "no certainty" with "uncertainty",
(
c) in subsection (3), replacing "(2)(c)(iii)" with "(2)(d)(iii), (iii.1)", and
(
d) adding the following:
(4) Any disclosure made under subsection (1) or (2) must indicate
whether the anticipated results from resources which are not
currently classified as reserves or the estimate of a quantity of
resources other than reserves were prepared by an independent
qualified reserves evaluator or auditor..
14. Sections 5.11, 5.12 and 5.13 are repealed.
Section 5.14 is replaced with the following:
5.14 Disclosure Using Oil and Gas Metrics
(1) If a reporting issuer discloses an oil and gas metric, other than an
estimate of the volume or value of resources prepared in
accordance with
section 5.2, 5.9 or 5.18 or a comparative or
equivalency measure under
Part 2, 3, 4, 5, 6 or 7 of Form 51-
101F1, the reporting issuer must include disclosure that
(
a) identifies the standard and source of the oil and gas metric,
if any,
(
b) provides a brief description of the method used to
determine the oil and gas metric,
(
c) provides an explanation of the meaning of the oil and gas
metric, and
(
d) cautions readers as to the reliability of the oil and gas
metric.
(2) If there is no identifiable standard for an oil and gas metric, the
reporting issuer must also include disclosure that
(
a) provides a brief description of the parameters used in the
calculation of the oil and gas metric, and
(
b) states that the oil and gas metric does not have any
standardized meaning and should not be used to make
comparisons..
Section 5.15 is repealed.
17. Paragraph 5.16(3)(
b) is amended by replacing "5.9(2)(c)(v)(A)" with
"5.9(2)(d)(v)(A)" and by replacing "5.9(2)(c)(v)(B)" with "5.9(2)(d)(v)(B)".
Part 5 is amended by adding the following:
5.18 Supplementary Disclosure of Resources Using Evaluation Standards
other than the COGE Handbook
(1) A reporting issuer may supplement disclosure provided in accordance
with
section 5.2, 5.3 or 5.9 with an estimate of the volume or the value
of resources prepared in accordance with an alternative resources
evaluation standard that
(
a) has a comprehensive framework for the evaluation of resources,
(
b) defines resources using terminology and categories in a manner
that is consistent with the terminology and categories of the
COGE Handbook,
(
c) has a scientific basis, and
(
d) requires that estimates of volume and value of resources be based
on reasonable assumptions.
(2) If disclosure is made under subsection (1) and that disclosure is required
under the laws of or by a foreign jurisdiction, the reporting issuer must,
proximate to the disclosure,
(
a) disclose the effective date of the estimate,
(
b) describe any significant differences, and the reasons those
differences exist, between the estimate prepared in accordance
with the alternative resources evaluation standard and the
estimate prepared in accordance with the COGE Handbook, and
(
c) include a reference to the location on the SEDAR website of the
estimate prepared
(
i) in accordance with
section 5.2, 5.3 or 5.9, as applicable,
and
(ii) at the same effective date as the alternative disclosure.
(3) If disclosure is made under subsection (1) and the disclosure is not
required by a foreign jurisdiction, the reporting issuer must, proximate
to the disclosure,
(
a) disclose the effective date of the estimate,
(
b) provide a description of the alternative resources evaluation
standard,
(
c) describe any significant differences, and the reasons those
differences exist, between the estimate prepared in accordance
with the alternative resources evaluation standard and the
estimate prepared in accordance with the COGE Handbook, and
(
d) disclose the estimate prepared
(
i) in accordance with
section 5.2, 5.3 or 5.9, as applicable,
and
(ii) at the same effective date as the disclosure provided under
subsection (1).
(4) An estimate under subsection (1) must have been prepared or audited by
a qualified reserves evaluator or auditor..
Part 6 is amended by
(
a) adding "AND CEASING TO ENGAGE IN OIL AND GAS
ACTIVITIES" after "MATERIAL CHANGE DISCLOSURE" in the
heading,
(
b) replacing "Part" with "section" in
section 6.1, and
(
c) adding the following:
6.2 Ceasing to Engage in Oil and Gas Activities - A reporting issuer
must file with the securities regulatory authority a notice
prepared in accordance with Form 51-101F5 not later than 10
days after ceasing to be engaged, directly or indirectly, in oil and
gas activities..
Section 8.1 is amended by adding the following:
(3) Except in Ontario, an exemption referred to in subsection (1) is granted
under the statute referred to in Appendix B of National Instrument 14-
Definitions, opposite the name of the local jurisdiction..
21. General Instruction (2) of Form 51-101F1 is amended by replacing "its
financial year then ended" with "the financial year then ended".
22. General Instruction (5) of Form 51-101F1 is amended by adding ", and that
contingent resource data and prospective resource data only appears in an
appendix to Form 51-101F1" after "not omitted".
23. Instruction (4) of Item 1.1 of Form 51-101F1 is amended by inserting
"statement" after "should ensure that its financial".
24. Subsection 3(
c) of Item 2.1 of Form 51-101F1 is replaced with the following:
(
c) Disclose, by product type, in each case with associated by-products, and
on a unit value basis for each product type, in each case with associated
by-products (e.g., $/Mcf or $/bbl using net reserves), the net present
value of future net revenue (before deducting future income tax
expenses) estimated using forecast prices and costs and calculated using
a discount rate of 10 percent..
25. Item 2.1 of Form 51-101F1 is amended by inserting the following at the end
of the item:
INSTRUCTIONS
(1) Disclose all of the reserves in respect of which the reporting issuer has
a direct or indirect ownership, working or royalty interest. These
concepts are explained in sections 5.5.4(a) "Ownership Considerations"
and 7.5 "Interests" of volume 1 of the COGE Handbook,
section 5.2
"Ownership Considerations" of volume 2 of the COGE Handbook and,
with respect to an entitlement to share production under a production
sharing agreement,
section 4.0 "Fiscal Regimes" of the
chapter entitled
"Reserves Recognition For International Properties" of volume 3 of the
COGE Handbook.
(2) Do not include, in the reserves data a product type that is subject to
purchase under a long-term supply, purchase or similar agreement.
However, if the reporting issuer is a party to such an agreement with a
government or governmental authority, and participates in the operation
of the properties in which the product type is situated or otherwise
serves as producer of the reserves (in contrast to being an independent
purchaser, broker, dealer or importer), disclose separately the reporting
issuer's interest in the reserves that are subject to such agreements at
the effective date and the net quantity of the product type received by
the reporting issuer under the agreement during the year ended on the
effective date.
(3) Future net revenue includes the portion attributable to the reporting
issuer's interest under an agreement referred to in Instruction (2).
(4) If the reporting issuer's disclosure of reserves would, to a reasonable
person, be misleading, if stated without an explanation of the reporting
issuer's ownership of or control over those reserves, explain the nature
of the reporting issuer's ownership of or control over reserves disclosed
in the statement filed or to be filed under item 1 of
section 2.1 of NI 51-
101..
26. Items 2.3 and 2.4 of Form 51-101F1 are repealed.
27. Item 3.2 of Form 51-101F1 is amended by repealing Instruction (3).
28. Subsections 2(
b) and (
c) of Item 4.1 of Form 51-101F1 are replaced with the
following:
(
b) for each of the following:
(
i) bitumen;
(ii) coal bed methane;
(iii) conventional natural gas;
(iv) gas hydrates;
(
v) heavy crude oil;
(vi) light crude oil and medium crude oil combined;
(vii) natural gas liquids;
(viii) shale gas;
(ix) synthetic crude oil;
(
x) synthetic gas;
(xi) tight oil;
(
c) separately identifying and explaining each of the following:
(
i) extensions and improved recovery;
(ii) technical revisions;
(iii) discoveries;
(iv) acquisitions;
(
v) dispositions;
(vi) economic factors;
(vii) production..
29. Item 5.1 of Form 51-101F1 is amended by
(
a) deleting "and, in the aggregate, before that time" wherever it occurs,
(
b) replacing "not planning to develop particular" with "deferring the
development of particular" wherever it occurs,
(
c) replacing "during the following two years" with "beyond two years"
wherever it occurs, and
(
d) adding the following instructions:
INSTRUCTIONS
(1) The phrase "first attributed" refers to the initial allocation of an
undeveloped volume of oil or gas reserves by a reporting issuer.
Only previously unassigned undeveloped volumes of oil or gas
reserves may be included in the first attributed volumes for the
applicable financial year. For example, if in 2011 a reporting
issuer allocated by way of acquisition, discovery, extension and
improved recovery 300 MMcf of proved undeveloped
conventional natural gas reserves, that would be the first
attributed volume for 2011.
(2) The discussion of a reporting issuer's plans for developing
undeveloped reserves, or the reporting issuer's reasons for
deferring the development of undeveloped reserves, must enable a
reasonable investor to assess the efforts made by the reporting
issuer to convert undeveloped reserves to developed reserves..
30. Item 5.2 of Form 51-101F1 is replaced with the following:
Item 5.2 Significant Factors or Uncertainties Affecting Reserves
Data
Identify and discuss significant economic factors or significant
uncertainties that affect particular components of the reserves data.
INSTRUCTIONS
(1) A reporting issuer must, under this Item, include a discussion of
any significant abandonment and reclamation costs, unusually
high expected development costs or operating costs, or
contractual obligations to produce and sell a significant portion
of production at prices substantially below those which could be
realized but for those contractual obligations.
(2) If the information required by this Item is presented in the
reporting issuer's financial statements and notes thereto for the
most recent financial year ended, the reporting issuer satisfies
this Item by directing the reader to that presentation..
31. Item 6.2.1 of Form 51-101F1 is replaced with the following:
Item 6.2.1 Significant Factors or Uncertainties Relevant to
Properties with No Attributed Reserves
Identify and discuss significant economic factors or significant
uncertainties that have affected or are reasonably expected to affect the
anticipated development or production activities on properties with no
attributed reserves.
INSTRUCTIONS
(1) A reporting issuer must, under this Item, include a discussion of
any significant abandonment and reclamation costs, unusually
high expected development costs or operating costs, or
contractual obligations to produce and sell a significant portion
of production at prices substantially below those which could be
realized but for those contractual obligations.
(2) If the information required by this Item is presented in the
reporting issuer's financial statements and notes thereto for the
most recent financial year ended, the reporting issuer satisfies
this Item by directing the reader to that presentation..
32. Item 6.4 of Form 51-101F1 is repealed.
33. Item 6.6 of Form 51-101F1 is replaced with the following:
Item 6.6 Costs Incurred
Disclose by country for the most recent financial year ended each of the
following:
(
a) property acquisition costs, separately for proved properties
and unproved properties;
(
b) exploration costs;
(
c) development costs.
INSTRUCTION
If the costs specified in paragraphs (a), (
b) and (
c) are presented in the
reporting issuer's financial statements and the notes to those statements
for the most recent financial year ended, the reporting issuer satisfies
this Item by directing the reader to that presentation..
34. Item 6.9 of Form 51-101F1 is amended by replacing "To the extent not
previously disclosed in financial statements by the reporting issuer, disclose"
with "Disclose,".
35. Form 51-101F1 is amended by adding the following:
PART 7 OPTIONAL DISCLOSURE OF CONTINGENT
RESOURCES DATA AND PROSPECTIVE RESOURCES DATA
INSTRUCTIONS
(1) A reporting issuer may disclose contingent resources data or
prospective resources data in a statement of the reserves data and
other information filed under item 1 of
section 2.1 of NI 51-101,
however, that data must only be disclosed as an appendix to that
statement.
(2) The following cautionary statement must be included in bold font
and appear proximate to the risked net present value of future net
revenue associated with contingent resources or prospective
resources:
An estimate of risked net present value of future net
revenue of [contingent resources][and][prospective
resources] is preliminary in nature and is provided to assist
the reader in reaching an opinion on the merit and
likelihood of the company proceeding with the required
investment. It includes [contingent
resources][and][prospective resources] that are considered
too uncertain with respect to the [chance of
development][and][chance of discovery] to be classified as
reserves. There is uncertainty that the risked net present
value of future net revenue will be realized.
(3) A reporting issuer may not rely on subsection 5.9(3) of NI 51-101
for disclosure required to be included in this Part.
(4) If a reporting issuer's disclosure of contingent resources or
prospective resources would, to a reasonable person, be
misleading if not accompanied by an explanation of the reporting
issuer's ownership of or control over those resources, explain the
nature of the reporting issuer's ownership of or control over all
contingent resources and prospective resources disclosed in the
statement filed or to be filed under item 1 of
section 2.1 of NI 51-
(5) A reporting issuer's disclosure respecting the value of
prospective resources or contingent resources that are not in the
development pending project maturity sub-class must be risked
and must include an explanation of the factors considered
respecting the chance of commerciality, which includes both
chance of discovery and chance of development in the case of
prospective resources and chance of development in the case of
contingent resources.
GUIDANCE
(1) A reporting issuer is subject to sections 5.9 and 5.17 of NI 51-
101 when providing disclosure of contingent resources data or
prospective resources data in this Form..
(2) A reporting issuer providing disclosure of contingent resources
data or prospective resources data in this Form must have an
evaluation process for contingent resources or prospective
resources that
(
a) is at least as rigorous as would be the case for reserves
data, and
(
b) is recognized as well-established in the oil and gas
industry.
(3) An evaluation process described in subsection (2) is not needed if
a reasonable qualified evaluator or auditor would conclude that
it is not necessary in the circumstances.
(4) All public disclosure by reporting issuers is subject to the general
prohibition against misleading statements. The disclosure of
development on-hold, development unclarified or development not
viable contingent resources, or prospective resources, in the
statement of reserves data and other oil and gas information
might be misleading where there is a significant degree of
uncertainty and risk associated with those estimates.
Item 7.1 Contingent Resources Data
1. If a reporting issuer discloses contingent resources in the
statement filed under item 1 of
section 2.1 of NI 51-101, the
reporting issuer must disclose all of the following:
(
a) the risked 2C contingent resources volumes, gross and net,
for each product type, and classified in each applicable
project maturity sub-class;
(
b) if contingent resources in the development pending project
maturity sub-class are disclosed, the risked net present
value of future net revenue of the 2C contingent resources
in the development pending project maturity sub-class,
calculated using forecast prices and costs for each product
type, before deducting future income taxes and using
discount rates of 0 percent, 5 percent, 10 percent, 15
percent and 20 percent.
2. Disclose the numeric value of the chance of development risk and
describe the method of all of the following:
(
a) quantifying the chance of development risk;
(
b) estimating the contingent resources adjusted for chance of
development risk and the associated risked net present
value of future net revenue.
Item 7.2 Prospective Resources Data
1. If a reporting issuer discloses prospective resources in the
statement filed under item 1 of
section 2.1 of NI 51-101, disclose
the best estimate prospective resources, gross and net, for each
product type.
2. Disclose the numeric value of the chance of discovery and chance
of development and describe the method of all of the following:
(
a) quantifying the chance of discovery and chance of
development;
(
b) estimating the prospective resources adjusted for chance of
discovery and chance of development.
Item 7.3 Forecast Prices Used in Estimates
1. For each product type, disclose the pricing assumptions used in
estimating contingent resources data and prospective resources
data disclosed in response to Item 7.1 for each of the five years
following the most recently completed financial year.
2. The disclosure in response to
section 1 must include the
benchmark reference pricing schedules for the countries or
regions in which the reporting issuer operates, and inflation and
other forecast factors used.
3. The pricing assumptions included in
section 1 must be the same
as the pricing assumptions disclosed in response to
Part 3 of this
Form 51-101F1.
INSTRUCTIONS
(1) Benchmark reference prices may be obtained from sources
such as public product trading exchanges or prices posted
by purchasers.
(2) The defined term "forecast prices and costs" includes any
fixed or presently determinable future prices or costs to
which the reporting issuer is legally bound by a
contractual or other obligation to supply a physical
product, including those for an extension period of a
contract that is likely to be extended. Such contractually
committed prices must be used, instead of benchmark
reference prices for the purpose of estimating contingent
resources data and prospective resources data, unless a
reasonable investor would find the use those contractually
committed prices misleading.
Item 7.4 Supplemental Contingent Resources Data
The reporting issuer may supplement its disclosure of contingent
resources data under Item 7.1 by also disclosing estimates of
contingent resources together with estimates of associated risked
net present value of future net revenue, determined using constant
prices and costs rather than forecast prices and costs for each
applicable product type..
36. Form 51-101F2 is replaced with the following:
FORM 51-101F2
REPORT ON [RESERVES DATA][,][CONTINGENT RESOURCES
DATA][AND] [PROSPECTIVE RESOURCES DATA]
INDEPENDENT QUALIFIED RESERVES
EVALUATOR OR AUDITOR
This is the form referred to in item 2 of
section 2.1 of National Instrument 51-101
Standards of Disclosure for Oil and Gas Activities ("NI 51-101").
1. Terms to which a meaning is ascribed in NI 51-101 have the same meaning in
this form.
2. The report on reserves data, contingent resources data or prospective
resources data, if applicable, referred to in item 2 of
section 2.1 of NI 51-101,
to be executed by one or more qualified reserves evaluators or auditors
independent of the reporting issuer, must in all material respects be in the
following form:
Report on [Reserves Data]][,][Contingent Resources
Data][and][Prospective Resources Data] by Independent
Qualified Reserves Evaluator or Auditor
To the board of directors of [name of reporting issuer] (the "Company"):
1. We have [audited][,][and][evaluated][or reviewed] the
Company's [reserves data][,][contingent resources
data][and][prospective resources data] as at [last day of the
reporting issuer's most recently completed financial year]. [If the
Company has reserves, include the following sentence: The
reserves data are estimates of proved reserves and probable
reserves and related future net revenue as at [last day of the
reporting issuer's most recently completed financial year],
estimated using forecast prices and costs.] [If the Company has
disclosed contingent resources data or prospective resources
data, include the following sentence: The [contingent resources
data] [and] [prospective resources data] are risked estimates of
volume of [contingent resources][and][prospective resources] and
related risked net present value of future net revenue as at [last
day of the reporting issuer's most recently completed financial
year], estimated using forecast prices and costs.]
2. The [reserves data][,][contingent resources data][and][prospective
resources data] are the responsibility of the Company's
management. Our responsibility is to express an opinion on the
[reserves data][,][contingent resources data][and][prospective
resources data] based on our [audit][,][and][evaluation][and
review].
3. We carried out our [audit][,][and][evaluation][and review] in
accordance with standards set out in the Canadian Oil and Gas
Evaluation Handbook as amended from time to time (the "COGE
Handbook") maintained by the Society of Petroleum Evaluation
Engineers (Calgary Chapter).
4. Those standards require that we plan and perform an
[audit][,][and][evaluation][and review] to obtain reasonable
assurance as to whether the [reserves data][,][contingent resources
data][and][prospective resources data] are free of material
misstatement. An [audit][,][and][evaluation] [and review] also
includes assessing whether the [reserves data] [,][contingent
resources data][and][prospective resources data] are in accordance
with principles and
definitions presented in the COGE Handbook.
5. [If the Company has reserves, include this paragraph:] The
following table shows the net present value of future net revenue
(before deduction of income taxes) attributed to proved plus
probable reserves, estimated using forecast prices and costs and
calculated using a discount rate of 10 percent, included in the
reserves data of the Company [audited][,][and][evaluated][and
reviewed] for the year ended [last day of the reporting issuer's
most recently completed financial year], and identifies the
respective portions thereof that we have [audited][,][and]
[evaluated] [and reviewed] and reported on to the Company's
[management/board of directors]:
Independent
Qualified
Reserves
Evaluator or
Auditor
Effective
Date of
[Audit/
Evaluation/
Review]
Report
Location of
Reserves
(Country or
Foreign
Geographic
Area)
Net Present Value of Future Net Revenue
(before income taxes, 10% discount rate)
Audited
Evaluat
Revie
wed
Total
Evaluator A
xxx xx, 20xx
Xxxx
$xxx
$xxx
$xxx
$xxx
Evaluator B
xxx xx, 20xx
Xxxx
$xxx
$xxx
$xxx
$xxx
Totals
$xxx
$xxx
$xxx
$xxx1
1. This amount must be the amount disclosed by the
reporting issuer in its statement of reserves data
filed under item 1 of
section 2.1 of NI 51-101, as its
future net revenue (before deducting future income
tax expenses) attributed to proved plus probable
reserves, estimated using forecast prices and costs
and calculated using a discount rate of 10 percent
(required by
section 2 of Item 2.1 of Form 51-
101F1).
6. [If the Company has disclosed contingent resources data or
prospective resources data, include this paragraph and the
tables:] The following tables set forth the risked volume and
risked net present value of future net revenue of [contingent
resources][and][prospective resources] (before deduction of
income taxes) attributed to [contingent
resources][and][prospective resources], estimated using forecast
prices and costs and calculated using a discount rate of 10%,
included in the Company's statement prepared in accordance with
Form 51-101F1 and identifies the respective portions of the
[contingent resources data][and][prospective resources data] that
we have [audited][and][evaluated] and reported on to the
Company's [management/board of directors]:
Classification
Independent
Qualified
Reserves
Evaluator or
Auditor
Effective
Date of
[Audit/
Evaluation]
Report
Location of
Resources
Other than
Reserves
(Country or
Foreign
Geographic
Area)
Risked
Volume
Risked Net Present Value
of Future Net Revenue
(before income taxes,
10% discount rate)
Audited
Evaluated
Total
Development
Pending
Contingent
Resources
(2C)
Evaluator
xxx xx,
20xx
xxxx
xxx
$xxx
$xxx
$xxx
Classification
Independent
Qualified
Reserves
Evaluator or
Auditor
Effective
Date of
[Audit/
Evaluation]
Report
Location of
Resources
Other than
Reserves
(Country or
Foreign
Geographic
Area)
Risked
Volume
Prospective
Resources
Evaluator
xxx xx,
20xx
xxxx
xxx
Contingent
Resources
[project
maturity sub-
classes other
than
Development
Pending]
Evaluator
xxx xx,
20xx
xxxx
xxx
7. In our opinion, the [reserves data][,][contingent resources
data][and][prospective resources data] respectively
[audited][and][evaluated] by us have, in all material respects, been
determined and are in accordance with the COGE Handbook,
consistently applied. We express no opinion on the [reserves
data][,][contingent resources data][and] [prospective resources data] that
we reviewed but did not audit or evaluate.
8. We have no responsibility to update our reports referred to in
paragraph[s] [4][and][4.1] for events and circumstances occurring after
the effective date of our reports.
9. Because the [reserves data][,][contingent resources
data][and][prospective resources data] are based on judgements
regarding future events, actual results will vary and the variations may
be material.
Executed as to our report referred to above:
Evaluator A, City, Province or State / Country, Execution Date
[signed]
Evaluator B, City, Province or State / Country, Execution Date
[signed]
37. Form 51-101F3 is replaced with the following:
FORM 51-101F3
REPORT OF
MANAGEMENT AND DIRECTORS
ON OIL AND GAS DISCLOSURE
This is the form referred to in item 3 of
section 2.1 of National Instrument 51-101
Standards of Disclosure for Oil and Gas Activities ("NI 51-101").
1. Terms to which a meaning is ascribed in NI 51-101 have the same meaning in
this form.
2. The report referred to in item 3 of
section 2.1 of NI 51-101 must in all material
respects be in the following form:
Report of Management and Directors
on Reserves Data and Other Information
Management of [name of reporting issuer] (the "Company") are responsible for
the preparation and disclosure of information with respect to the Company's oil
and gas activities in accordance with securities regulatory requirements. This
information includes reserves data [and includes, if disclosed in the statement
required by item 1 of
section 2.1 of NI 51-101, other information such as
contingent resources data or prospective resources data].
[Alternative A: Reserves Data to Report or Contingent Resources Data or
Prospective Resources Data to Report]
[An] independent [qualified reserves evaluator[s] or qualified reserves
auditor[s]] [has/have] [audited][,][and][evaluated][and reviewed] the
Company's [reserves data][,][contingent resources data][and][prospective
resources data]. The report of the independent [qualified reserves evaluator[s]
or qualified reserves auditor[s] ] [is presented below / will be filed with
securities regulatory authorities concurrently with this report].
The [Reserves Committee of the] board of directors of the Company has
(
a) reviewed the Company's procedures for providing information to the
independent [qualified reserves evaluator[s] or qualified reserves
auditor[s]];
(
b) met with the independent [qualified reserves evaluator[s] or qualified
reserves auditor[s]] to determine whether any restrictions affected the
ability of the independent [qualified reserves evaluator[s] or qualified
reserves auditor[s]] to report without reservation [and, in the event of a
proposal to change the independent [qualified reserves evaluator[s] or
qualified reserves auditor[s]], to inquire whether there had been disputes
between the previous independent [qualified reserves evaluator[s] or
qualified reserves auditor[s] and management]]; and
(
c) reviewed the [reserves data][,][contingent resources
data][and][prospective resources data] with management and the
independent [qualified reserves evaluator[s] or qualified reserves
auditor[s]].
The [Reserves Committee of the] board of directors has reviewed the
Company's procedures for assembling and reporting other information
associated with oil and gas activities and has reviewed that information with
management. The board of directors has [, on the recommendation of the
Reserves Committee,] approved
(
a) the content and filing with securities regulatory authorities of Form 51-
101F1 containing [reserves data][,][contingent resources
data][and][prospective resources data] and other oil and gas information;
(
b) the filing of Form 51-101F2 which is the report of the independent
[qualified reserves evaluator[s] or qualified reserves auditor[s]] on the
reserves data, contingent resources data, or prospective resources data;
and
(
c) the content and filing of this report.
Because the [reserves data][,][contingent resources data][and][prospective
resources data] are based on judgements regarding future events, actual results
will vary and the variations may be material.
[Alternative B: No Reserves to Report and No Resources Other than
Reserves to Report]
The [Reserves Committee of the] board of directors of the Company has
reviewed the oil and gas activities of the Company and has determined that the
Company had no reserves as of [last day of the reporting issuer's most recently
completed financial year].
An independent qualified reserves evaluator or qualified reserves auditor has
not been retained to evaluate the Company's reserves data. No report of an
independent qualified reserves evaluator or qualified reserves auditor will be
filed with securities regulatory authorities with respect to the financial year
ended on [last day of the reporting issuer's most recently completed financial
year].
The [Reserves Committee of the] board of directors has reviewed the
Company's procedures for assembling and reporting other information
associated with oil and gas activities and has reviewed that information with
management. The board of directors has [, on the recommendation of the
Reserves Committee,] approved
(
a) the content and filing with securities regulatory authorities of
Form 51-101F1 containing information detailing the Company's
oil and gas activities; and
(
b) the content and filing of this report.
[signature, name and title of chief executive officer]
[signature, name and title of an officer other than the chief executive officer]
[signature, name of a director]
[signature, name of a director]
[Date]
38. The Instrument is amended by adding the following:
FORM 51-101F5
NOTICE OF
CEASING TO ENGAGE IN OIL AND GAS ACTIVITIES
This is the form referred to in
section 6.2 of National Instrument 51-
101 Standards of Disclosure for Oil and Gas Activities ("NI 51-101").
1. Terms to which a meaning is ascribed in NI 51-101 have the same
meaning in this form.
2. The notice referred to in
section 6.2 of NI 51-101 must in all
material respects be in the following form:
Notice of
Ceasing to Engage in Oil and Gas Activities
Management and the board of directors of [name of reporting issuer]
(the "Company") have determined that as of [date] the Company is no
longer engaged, directly or indirectly, in oil and gas activities.
[signature, name and title of chief executive officer]
[signature, name and title of an officer other than the chief executive
officer]
[signature, name of a director]
[signature, name of a director]
[Date]
39. All footnotes and references to footnotes are repealed.
40. This Instrument comes into force on July 1, 2015.
Alberta Securities Commission
AMENDMENTS TO
NATIONAL INSTRUMENT 51-102
CONTINUOUS DISCLOSURE OBLIGATIONS
(Securities Act)
Made as a rule by the Alberta Securities Commission on March 11, 2015 pursuant to
sections 223 and 224 of the Securities Act.
Amendments to
National Instrument 51-102 Continuous Disclosure Obligations
1. National Instrument 51-102 Continuous Disclosure Obligations is amended
by this Instrument.
2. Paragraph 5.3(2)(
b) is amended by adding "for an issuer that is not providing
disclosure in accordance with
section 2.2.1 of Form 51-102F1" after "interim
MD&A".
3. Subsection 5.4(1) is amended by replacing "MD&A" with "annual MD&A
and, if the issuer is not providing disclosure in accordance with
section 2.2.1 of
Form 51-102F1, its interim MD&A,".
4. Paragraph 5.7(2)(
b) is amended by adding "for an issuer that is not providing
disclosure in accordance with
section 2.2.1 of Form 51-102F1" after "interim
MD&A".
5. Paragraphs 8.3(1)(
b) and (3)(
b) are amended by replacing "40 percent" with
"100 percent".
6. Subsection 8.4(5) is amended by adding "issuer other than a venture" after "a
reporting".
Section 9.3.1 is amended
(
a) in subsection (1) by replacing "sends" with "is required to send",
(
b) in paragraph (1)(
b) by deleting ", applying reasonable effort,",
(
c) in subsection (2) by replacing ", in accordance with, and subject to any
exemptions set out in, Form 51-102F6 Statement of Executive Compensation,
which came into force on December 31, 2008" with "and in accordance with
Form 51-102F6 Statement of Executive Compensation",
(
d) by adding the following subsections:
(2.1) Despite subsection (2), a venture issuer may provide the
disclosure required by subsection (1) for the periods set out in and in
accordance with Form 51-102F6V Statement of Executive
Compensation - Venture Issuers.
(2.2) The disclosure required under subsection (1) must be filed
(
a) not later than 140 days after the end of the issuer's most
recently completed financial year, in the case of an issuer
other than a venture issuer, or
(
b) not later than 180 days after the end of the issuer's most
recently completed financial year, in the case of a venture
issuer.,
(
e) in subsection (3) by replacing ", which came into force on December
31, 2008" with "or, for a venture issuer relying on subsection (2.1), in Form
51-102F6V Statement of Executive Compensation - Venture Issuers",
(
f) by repealing subsection (4), and
(
g) by adding the following subsection:
(5) Subsection (2.2) applies to an issuer in respect of a financial year
beginning on or after July 1, 2015..
Section 11.6 is amended
(
a) in subsection (1) by replacing "does not send to its securityholders"
with "is not required to send to its securityholders an information circular and
does not send", and
(
b) in paragraph (1)(
b) by deleting ", applying reasonable effort,",
(
c) in subsection (2) by striking out ", which came into force on December
31, 2008",
(
d) by adding the following subsection:
(2.1) Despite subsection (2), a reporting issuer that is a venture issuer
may provide the disclosure required under subsection (1) for the periods
set out in and in accordance with Form 51-102F6V Statement of
Executive Compensation - Venture Issuers.,
(
e) in subsection (4) by deleting ", which came into force on December 31,
2008" and replacing it with "or, for a venture issuer relying on subsection
(2.1), in Form 51-102F6V Statement of Executive Compensation - Venture
Issuers", and
(
f) by repealing subsection (6).
9. Paragraph (
g) of
Part 1 of Form 51-102F1 is replaced by the following:
(
g) Venture Issuers
If your company is a venture issuer, you have the option of meeting the
requirement to provide interim MD&A under
section 2.2 by instead
providing quarterly highlights disclosure. Refer to Companion Policy
51-102CP for guidance on quarterly highlights.
If your company is a venture issuer without significant revenue from
operations, in your MD&A including any quarterly highlights, focus
your discussion and analysis of financial performance on expenditures
and progress towards achieving your business objectives and
milestones..
10. Item 2 of
Part 2 of Form 51-102F1 is amended by adding the following
section:
2.2.1 Quarterly Highlights
If your company is a venture issuer, you have the option of meeting the
requirement to provide interim MD&A under
section 2.2 by instead providing
a short discussion of all material information about your company's operations,
liquidity and capital resources. Include in your discussion:
* an analysis of your company's financial condition, financial
performance and cash flows and any significant factors that have caused
period to period variations in those measures;
* known trends, risks or demands;
* major operating milestones;
* commitments, expected or unexpected events, or uncertainties that have
materially affected your company's operations, liquidity and capital
resources in the interim period or are reasonably likely to have a
material effect going forward;
* any significant changes from disclosure previously made about how the
company was going to use proceeds from any financing and an
explanation of variances;
* any significant transactions between related parties that occurred in the
interim period.
INSTRUCTIONS
(
i) If the first MD&A you file in this Form (your first MD&
A) is an
interim MD&A, you cannot use quarterly highlights. Rather, you
must provide all the disclosure called for in Item 1 in your first
MD&A. Base the disclosure, except the disclosure for
section 1.3,
on your interim financial report. Since you do not have to update
the disclosure required in
section 1.3 in your interim MD&A,
your first MD&A will provide disclosure under
section 1.3 based
on your annual financial statements.
(ii) Provide a short, focused discussion that gives a balanced and
accurate picture of the company's business activities during the
interim period. The purpose of the quarterly highlights reporting
is to provide a brief narrative update about the business activities,
financial condition, financial performance and cash flow of the
company. While summaries are to be clear and concise, they are
subject to the normal prohibitions against false and misleading
statements.
(iii) Quarterly highlights prepared in accordance with
section 2.2.1
are not required for your company's fourth quarter as relevant
fourth quarter content will be contained in your company's
annual MD&A prepared in accordance with Item 1 (see
section
1.10).
(iv) You must title your quarterly highlights "Interim MD&A -
Quarterly Highlights".
(
v) If there was a change to the company's accounting policies
during the interim period, include a description of the material
effects resulting from the change.
2.2.2 Quarterly Highlights - Transition
Section 2.2.1 applies to an issuer in respect of a financial year beginning on or
after July 1, 2015..
11. Item 5.4 of Form 51-102F2 is replaced with the following:
5.4 Companies with Mineral Projects
If your company had a mineral project, provide the following
information, by
summary if applicable, for each project material to your
company:
(1) Current Technical Report - The title, author(s), and date of the
most recent technical report on the property filed in accordance
with National Instrument 43-101 Standards of Disclosure for
Mineral Projects.
(2) Project Description, Location, and Access
(
a) The location of the project and means of access.
(
b) The nature and extent of your company's title to or interest
in the project, including surface rights, obligations that
must be met to retain the project, and the expiration date of
claims, licences and other property tenure rights.
(
c) The terms of any royalties, overrides, back-in rights,
payments or other agreements and encumbrances to which
the project is subject.
(
d) To the extent known, any significant factors or risks that
might affect access or title, or the right or ability to perform
work on, the property, including permitting and
environmental liabilities to which the project is subject.
(3) History
(
a) To the extent known, the prior exploration and
development of the property, including the type, amount,
and results of any exploration work undertaken by previous
owners, any significant historical estimates, and any
previous production on the property.
(4) Geological Setting, Mineralization, and Deposit Types
(
a) The regional, local, and property geology.
(
b) The significant mineralized zones encountered on the
property, the surrounding rock types and relevant
geological controls, and the length, width, depth and
continuity of the mineralization together with a description
of the type, character and distribution of the mineralization.
(
c) The mineral deposit type or geological model or concepts
being applied.
(5) Exploration - The nature and extent of all relevant exploration
work other than drilling, conducted by or on behalf of your
company, including a
summary and
interpretation of the relevant
results.
(6) Drilling - The type and extent of drilling and a
summary and
interpretation of all relevant results.
(7) Sampling, Analysis, and Data Verification - The sampling and
assaying including, without limitation,
(
a) sample preparation methods and quality control measures
employed before dispatch of samples to an analytical or
testing laboratory,
(
b) the security measures taken to ensure the validity and
integrity of samples taken,
(
c) assaying and analytical procedures used and the
relationship, if any, of the laboratory to your company, and
(
d) quality control measures and data verification procedures,
and their results.
(8) Mineral Processing and Metallurgical Testing - If mineral
processing or metallurgical testing analyses have been carried out,
describe the nature and extent of the testing and analytical
procedures, and provide a
summary of the relevant results and, to
the extent known, provide a description of any processing factors
or deleterious elements that could have a significant effect on
potential economic extraction.
(9) Mineral Resource and Mineral Reserve Estimates - The
mineral resources and mineral reserves, if any, including, without
limitation,
(
a) the effective date of the estimates,
(
b) the quantity and grade or quality of each category of
mineral resources and mineral reserves,
(
c) the key assumptions, parameters, and methods used to
estimate the mineral resources and mineral reserves, and
(
d) the extent to which the estimate of mineral resources and
mineral reserves may be materially affected by
metallurgical, environmental, permitting, legal, title,
taxation, socio-economic, marketing, political, and other
relevant issues.
(10) Mining Operations - For advanced properties, the current or
proposed mining methods, including a
summary of the relevant
information used to establish the amenability or potential
amenability of the mineral resources or mineral reserves to the
proposed mining methods.
(11) Processing and Recovery Operations - For advanced
properties, a
summary of current or proposed processing methods
and reasonably available information on test or operating results
relating to the recoverability of the valuable component or
commodity.
(12) Infrastructure, Permitting, and Compliance Activities - For
advanced properties,
(
a) the infrastructure and logistic requirements for the project,
and
(
b) the reasonably available information on environmental,
permitting, and social or community factors related to the
project.
(13) Capital and Operating Costs - For advanced properties,
(
a) a
summary of capital and operating cost estimates, with the
major components set out in tabular form, and
(
b) an economic analysis with forecasts of annual cash flow,
net present value, internal rate of return, and payback
period, unless exempted under Instruction (1) to Item 22 of
Form 43-101F1.
(14) Exploration, Development, and Production - A description of
your company's current and contemplated exploration,
development or production activities.
INSTRUCTIONS
(
i) Disclosure regarding mineral exploration, development or production
activities on material projects must comply with National Instrument
43-101 Standards of Disclosure for Mineral Projects, including the
limitations set out in it. You must use the appropriate terminology to
describe mineral reserves and mineral resources. You must base your
disclosure on information prepared by, under the supervision of, or
approved by, a qualified person.
(ii) You are permitted to satisfy the disclosure requirements in
section 5.4 by
reproducing the
summary from the technical report on the material
property and incorporating the detailed disclosure in the technical
report into the AIF by reference..
12. Paragraph (
c) of
Part 1 of Form 51-102F5 is amended by adding "or Form
51-102F6V Statement of Executive Compensation - Venture Issuers" after
"Form 51-102F6 Statement of Executive Compensation".
13. Item 8 of
Part 2 of Form 51-102F5 is amended by adding "or, in the case of a
venture issuer, a completed Form 51-102F6 Statement of Executive
Compensation or a completed Form 51-102F6V Statement of Executive
Compensation - Venture Issuers" after "Form 51-102F6 Statement of
Executive Compensation".
14. Subsection 1.3(10) of Form 51-102F6 is amended by deleting ", applying
reasonable effort,".
15. Commentary 1 of
section 2.1 of Form 51-102F6 is amended by deleting ",
applying reasonable effort,".
16. Commentary 2 of subsection 3.1(10) of Form 51-102F6 is amended by
deleting "still".
17. Subsection 8.1(1) of Form 51-102F6 is amended by replacing "required by"
with "they are required to disclose in the United States under".
18. The following form is added:
Form 51-102F6V
Statement of Executive Compensation - Venture Issuers
ITEM 1 - GENERAL PROVISIONS
1.1 Objective
All direct and indirect compensation provided to certain executive officers and
directors for, or in connection with, services they have provided to the
company or a subsidiary of the company must be disclosed in this form.
The objective of this disclosure is to communicate the compensation the
company paid, made payable, awarded, granted, gave or otherwise provided to
each named executive officer and director for the financial year, and the
decision-making process relating to compensation. This disclosure will provide
insight into executive compensation as a key aspect of the overall stewardship
and governance of the company and will help investors understand how
decisions about executive compensation are made.
A company's executive compensation disclosure under this form must satisfy
this objective and subsections 9.3.1(1) or 11.6(1) of the Instrument.
While the objective of this disclosure is the same as the objective in
section 1.1
of Form 51-102F6, this form is to be used by venture issuers only. Reporting
issuers that are not venture issuers must complete Form 51-102F6.
1.2
Definitions
If a term is used in this form but is not defined in this section, refer to
subsection 1.1(1) of the Instrument or to National Instrument 14-101
Definitions.
In this form,
"company" includes other types of business organizations such as
partnerships, trusts and other unincorporated business entities;
"compensation securities" includes stock options, convertible securities,
exchangeable securities and similar instruments including stock appreciation
rights, deferred share units and restricted stock units granted or issued by the
company or one of its subsidiaries for services provided or to be provided,
directly or indirectly, to the company or any of its subsidiaries;
"external management company" includes a subsidiary, affiliate or associate
of the external management company;
"named executive officer" or "NEO" means each of the following
individuals:
(
a) each individual who, in respect of the company, during any part of the
most recently completed financial year, served as chief executive officer,
including an individual performing functions similar to a chief executive
officer;
(
b) each individual who, in respect of the company, during any part of the
most recently completed financial year, served as chief financial officer,
including an individual performing functions similar to a chief financial
officer;
(
c) in respect of the company and its subsidiaries, the most highly
compensated executive officer other than the individuals identified in
paragraphs (
a) and (
b) at the end of the most recently completed
financial year whose total compensation was more than $150,000, as
determined in accordance with subsection 1.3(5), for that financial year;
(
d) each individual who would be a named executive officer under
paragraph (
c) but for the fact that the individual was not an executive
officer of the company, and was not acting in a similar capacity, at the
end of that financial year;
"plan" includes any plan, contract, authorization, or arrangement, whether or
not set out in any formal document, where cash, compensation securities or any
other property may be received, whether for one or more persons;
"underlying securities" means any securities issuable on conversion,
exchange or exercise of compensation securities.
1.3 Preparing the form
(1) All compensation to be included
(
a) When completing this form, the company must disclose all
compensation paid, payable, awarded, granted, given, or otherwise
provided, directly or indirectly, by the company, or a subsidiary of the
company, to each named executive officer and director, in any capacity,
including, for greater certainty, all plan and non-plan compensation,
direct and indirect pay, remuneration, economic or financial award,
reward, benefit, gift or perquisite paid, payable, awarded, granted, given,
or otherwise provided to the named executive officer or director for
services provided and for services to be provided, directly or indirectly,
to the company or a subsidiary of the company.
(
b) If an item of compensation is not specifically mentioned or described in
this form, disclose it in the column "Value of all other compensation" of
the table in
section 2.1.
Commentary
1. Unless otherwise specified, information required to be disclosed under
this form may be prepared in accordance with the accounting principles
the company uses to prepare its financial statements, as permitted by
National Instrument 52-107 Acceptable Accounting Principles and
Auditing Standards.
2. The definition of "director" under securities legislation includes an
individual who acts in a capacity similar to that of a director.
(2) Departures from format
(
a) Although the required disclosure must be made in accordance with this
form, the disclosure may
(
i) omit a table, column of a table, or other prescribed information, if
it does not apply, and
(ii) add a table, column, or other information if
(
A) necessary to satisfy the objective in
section 1.1, and
(
B) to a reasonable person, the table, column, or other
information does not detract from the prescribed
information in the table in
section 2.1.
(
b) Despite paragraph (a), a company must not add a column to the table in
section 2.1.
(3) Information for full financial year
(
a) If a named executive officer acted in that capacity for the company
during part of a financial year for which disclosure is required in the
table in
section 2.1, provide details of all of the compensation that the
named executive officer received from the company for that financial
year. This includes compensation the named executive officer earned in
any other position with the company during the financial year.
(
b) Do not annualize compensation in a table for any part of a year when a
named executive officer was not in the service of the company.
Annualized compensation may be disclosed in a footnote.
(4) Director and named executive officer compensation
(
a) Disclose any compensation awarded to, earned by, paid to, or payable to
each director and named executive officer, in any capacity with respect
to the company. Compensation to directors and named executive officers
must include all compensation from the company and its subsidiaries.
(
b) Disclose any compensation awarded to, earned by, paid to, or payable to,
a named executive officer, or director, in any capacity with respect to the
company, by another person or company.
(5) Determining if an individual is a named executive officer
For the purpose of calculating total compensation awarded to, earned by, paid
to, or payable to an executive officer under paragraph (
c) of the definition of
named executive officer,
(
a) use the total compensation that would be reported for that executive
officer in the table in
section 2.1, as if the executive officer were a
named executive officer for the company's most recently completed
financial year, and
(
b) exclude any compensation disclosed in the column "Value of all other
compensation" of the table in
section 2.1.
Commentary
The $150,000 threshold in paragraph (
c) of the definition of named executive
officer only applies when determining who is a named executive officer in a
company's most recently completed financial year. If an individual is a named
executive officer in the most recently completed financial year, disclosure of
compensation in the prior years must be provided even if total compensation in
a prior year is less than $150,000.
(6) Compensation to associates
Disclose any awards, earnings, payments, or payables to an associate of a
named executive officer, or of a director, as a result of compensation awarded
to, earned by, paid to, or payable to the named executive officer or the director,
in any capacity with respect to the company.
(7) Currencies
(
a) Companies must report amounts required by this form in Canadian
dollars or in the same currency that the company uses for its financial
statements. A company must use the same currency in all of the tables of
this form.
(
b) If compensation awarded to, earned by, paid to, or payable to a named
executive officer or director was in a currency other than the currency
reported in the prescribed tables of this form, state the currency in which
compensation was awarded, earned, paid, or payable, disclose the
currency exchange rate and describe the methodology used to translate
the compensation into Canadian dollars or the currency that the
company uses in its financial statements.
(8) New reporting issuers
(
a) A company is not required to provide information for a completed
financial year if the company was not a reporting issuer at any time
during the most recently completed financial year, unless the company
became a reporting issuer as a result of a restructuring transaction.
(
b) If the company was not a reporting issuer at any time during the most
recently completed financial year and the company is completing this
form because it is preparing a prospectus, discuss all significant
elements of the compensation to be awarded to, earned by, paid to, or
payable to named executive officers and directors of the company once
it becomes a reporting issuer, to the extent this compensation has been
determined.
(9) Plain language
Information required to be disclosed under this form must be clear, concise,
and presented in such a way that it provides a person, applying reasonable
effort, an understanding of
(
a) how decisions about named executive officer and director compensation
are made, and
(
b) how specific named executive officer and director compensation relates
to the overall stewardship and governance of the company.
Commentary
Refer to the plain language principles listed in
section 1.5 of Companion
Policy 51-102CP Continuous Disclosure Obligations for further guidance.
ITEM 2 - DIRECTOR AND NAMED EXECUTIVE OFFICER
COMPENSATION
2.1 Director and named executive officer compensation, excluding
compensation securities
(1) Using the following table, disclose all compensation referred to in subsection
1.3(1) of this form for each of the two most recently completed financial years,
other than compensation disclosed under
section 2.3.
Commentary
For venture issuers, compensation includes payments, grants, awards, gifts
and benefits including, but not limited to,
* salaries,
* consulting fees,
* management fees,
* retainer fees,
* bonuses,
* committee and meeting fees,
* special assignment fees,
* pensions and employer paid RRSP contributions,
* perquisites such as
o car, car lease, car allowance or car loan,
o personal insurance,
o parking,
o accommodation, including use of vacation accommodation,
o financial assistance,
o club memberships
o use of corporate motor vehicle or aircraft,
o reimbursement for tax on perquisites or other benefits, and
o investment-related advice and expenses.
Table of compensation excluding compensation securities
Name
and
position
Year
Salary,
consulting
fee, retainer
commission
($)
Bonus
($)
Committee
or meeting
fees ($)
Value of
perquisites
($)
Value of all
other
compensation
($)
Total
compensation
($)
(2) In the table required under subsection (1), disclose compensation of each
named executive officer first, followed by compensation of any director who is
not a named executive officer.
(3) If the individual is a named executive officer and a director, state both
positions in the column entitled "Name and position". In a footnote to the table,
identify how much compensation the NEO received for each position.
(4) In the column entitled "Value of perquisites", include perquisites provided to
an NEO or director that are not generally available to all employees and that, in
aggregate, are greater than
(a) $15,000, if the NEO or director's total salary for the financial year is
$150,000 or less,
(b) 10% of the NEO or director's salary for the financial year, if the NEO or
director's total salary for the financial year is greater than $150,000 but
less than $500,000, or
(c) $50,000, if the NEO or director's total salary for the financial year is
$500,000 or greater.
Value these items on the basis of the aggregate incremental cost to the
company and its subsidiaries. Describe in a footnote the methodology used for
computing the aggregate incremental cost to the company.
Provide a note to the table to disclose the nature of each perquisite provided
that equals or exceeds 25% of the total value of perquisites provided to that
named executive officer or director, and how the value of the perquisite was
calculated, if it is not provided in cash.
Commentary
For the purposes of the column entitled "Value of perquisites", an item is
generally a perquisite if it is not integrally and directly related to the
performance of the director or named executive officer's duties. If something is
necessary for a person to do his or her job, it is integrally and directly related
to the job and is not a perquisite, even if it also provides some amount of
personal benefit.
(5) If non-cash compensation, other than compensation required to be disclosed in
section 2.3, was provided or is payable, disclose the fair market value of the
compensation at the time it was earned or, if it is not possible to calculate the
fair market value, disclose that fact in a note to the table and the reasons why.
(6) In the column entitled "Value of all other compensation", include all of the
following:
(
a) any incremental payments, payables and benefits to a named executive
officer or director that were triggered by, or resulted from, a scenario
listed in subsection 2.5(2) that occurred before the end of the applicable
financial year,
(
b) all compensation relating to defined benefit or defined contribution plans
including service costs and other compensatory items such as plan
changes and earnings that are different from the estimated earnings for
defined benefit plans and above market earnings for defined contribution
plans.
Commentary
The disclosure of defined benefit or defined contribution plans relates to all
plans that provide for the payment of pension plan benefits. Use the same
amounts indicated in column (
e) of the defined benefit plan table required by
section 2.7 for the applicable financial year and the amounts included in
column (
c) of the defined contribution plan table required by
section 2.7 for the
applicable financial year.
(7) Despite subsection (1), it is not necessary to disclose Canada Pension Plan,
similar government plans and group life, health, hospitalization, medical
reimbursement and relocation plans that do not discriminate in scope, terms or
operation that are generally available to all salaried employees.
(8) If a director or named executive officer has served in that capacity for only part
of a year, indicate the number of months he or she has served; do not annualize
the compensation.
(9) Provide notes to the table to disclose each of the following for the most
recently completed financial year only:
(
a) compensation paid or payable by any person or company other than the
company in respect of services provided to the company or its
subsidiaries, including the identity of that other person or company;
(
b) compensation paid or payable indirectly to the director or named
executive officer and, in such case, the amount of compensation, to
whom it is paid or payable and the relationship between the director or
named executive officer and such other person or company;
(
c) for the column entitled "Value of all other compensation", the nature of
each form of other compensation paid or payable that equals or exceeds
25% of the total value of other compensation paid or payable to that
director or named executive officer, and how the value of such other
compensation was calculated, if it is not paid or payable in cash.
2.2 External management companies
(1) If one or more individuals acting as named executive officers of the company
are not employees of the company, disclose the names of those individuals.
(2) If an external management company employs or retains one or more
individuals acting as named executive officers or directors of the company and
the company has entered into an understanding, arrangement or agreement with
the external management company to provide executive management services
to the company, directly or indirectly, disclose any compensation that
(
a) the company paid directly to an individual employed, or retained by the
external management company, who is acting as a named executive
officer or director of the company;
(
b) the external management company paid to the individual that is
attributable to the services they provided to the company, directly or
indirectly.
(3) If an external management company provides the company's executive
management services and also provides executive management services to
another company, disclose the entire compensation the external management
company paid to the individual acting as a named executive officer or director,
or acting in a similar capacity, in connection with services the external
management company provided to the company, or the parent or a subsidiary
of the company. If the management company allocates the compensation paid
to a named executive officer or director, disclose the basis or methodology
used to allocate this compensation.
Commentary
A named executive officer may be employed by an external management
company and provide services to the company under an understanding,
arrangement or agreement. In this case, references in this form to the chief
executive officer or chief financial officer are references to the individuals who
performed similar functions to that of the chief executive officer or chief
financial officer. They are typically the same individuals who signed and filed
annual and interim certificates to comply with National Instrument 52-109
Certification of Disclosure in Issuers' Annual and Interim Filings.
2.3 Stock options and other compensation securities
(1) Using the following table, disclose all compensation securities granted or
issued to each director and named executive officer by the company or one of
its subsidiaries in the most recently completed financial year for services
provided or to be provided, directly or indirectly, to the company or any of its
subsidiaries.
Compensation Securities
Name
and
position
Type of
compensation
security
Number of
compensation
securities,
number of
underlying
securities, and
percentage of
class
Date of
issue
grant
Issue,
conversion
or exercise
price ($)
Closing
price of
security or
underlying
security
on date of
grant ($)
Closing
price of
security
underlyin
g security
at year
end ($)
Expiry
date
(2) Position the tables prescribed in subsections (1) and (4) directly after the table
prescribed in
section 2.1.
(3) Provide notes to the table to disclose each of the following:
(
a) the total amount of compensation securities, and underlying securities,
held by each named executive officer or director on the last day of the
most recently completed financial year end;
(
b) any compensation security that has been re-priced, cancelled and
replaced, had its term extended, or otherwise been materially modified,
in the most recently completed financial year, including the original and
modified terms, the effective date, the reason for the modification, and
the name of the holder;
(
c) any vesting provisions of the compensation securities;
(
d) any restrictions or conditions for converting, exercising or exchanging
the compensation securities.
(4) Using the following table, disclose each exercise by a director or named
executive officer of compensation securities during the most recently
completed financial year.
Exercise of Compensation Securities by Directors and NEOs
Name
and
position
Type of
compensation
security
Number of
underlying
securities
exercised
Exercise
price
per
security
($)
Date of
exercise
Closing
price
per
security
on date
exercise
($)
Difference
between
exercise
price and
closing
price on
date of
exercise
($)
Total
value
exercise
date ($)
(5) For the tables prescribed in subsections (1) and (4), if the individual is a named
executive officer and a director, state both positions in the columns entitled
"Name and position".
Commentary
For the purposes of the column entitled "Total value on exercise date"
multiply the number in the column entitled "Number of underlying securities
exercised" by the number in the column entitled "Difference between exercise
price and closing price on date of exercise".
2.4 Stock option plans and other incentive plans
(1) Describe the material terms of each stock option plan, stock option agreement
made outside of a stock option plan, plan providing for the grant of stock
appreciation rights, deferred share units or restricted stock units and any other
incentive plan or portion of a plan under which awards are granted.
Commentary
Examples of material terms are vesting provisions, maximum term of options
granted, whether or not a stock option plan is a rolling plan, the maximum
number or percentage of options that can be granted, method of settlement.
(2) Indicate for each such plan or agreement whether it has previously been
approved by shareholders and, if applicable, when it is next required to be
approved.
(3) Disclosure is not required of plans, such as shareholder rights plans, that
involve issuance of securities to all securityholders.
2.5 Employment, consulting and management agreements
(1) Disclose the material terms of each agreement or arrangement under which
compensation was provided during the most recently completed financial year
or is payable in respect of services provided to the company or any of its
subsidiaries that were
(
a) performed by a director or named executive officer, or
(
b) performed by any other party but are services typically provided by a
director or a named executive officer.
(2) For each agreement or arrangement referred to in subsection (1), disclose each
of the following:
(
a) the provisions, if any, with respect to change of control, severance,
termination or constructive dismissal;
(
b) the estimated incremental payments that are triggered by, or result from,
change of control, severance, termination or constructive dismissal;
(
c) any relationship between the other party to the agreement and a director
or named executive officer of the company or any of its subsidiaries.
2.6 Oversight and description of director and named executive officer
compensation
(1) Disclose who determines director compensation and how and when it is
determined.
(2) Disclose who determines named executive officer compensation and how and
when it is determined.
(3) For each named executive officer, disclose each of the following:
(
a) a description of all significant elements of compensation awarded to,
earned by, paid or payable to the named executive officer for the most
recently completed financial year, including at a minimum each element
of compensation that accounts for 10% or more of the named executive
officer's total compensation;
(
b) whether total compensation or any significant element of total
compensation is tied to one or more performance criteria or goals,
including for example, milestones, agreements or transactions and, if so,
(
i) describe the performance criteria and goals, and
(ii) indicate the weight or approximate weight assigned to each
performance criterion or goal;
(
c) any significant events that have occurred during the most recently
completed financial year that have significantly affected compensation
including whether any performance criterion or goal was waived or
changed and, if so, why;
(
d) how the company determines the amount to be paid for each significant
element of compensation referred to in paragraph (a), including whether
the process is based on objective, identifiable measures or a subjective
decision;
(
e) whether a peer group is used to determine compensation and, if so,
describe the peer group and why it is considered appropriate;
(
f) any significant changes to the company's compensation policies that
were made during or after the most recently completed financial year
that could or will have an effect on director or named executive officer
compensation.
(4) Despite subsection (3), if a reasonable person would consider that disclosure of
a previously undisclosed specific performance criterion or goal would seriously
prejudice the company's interests, the company is not required to disclose the
criterion or goal provided that the company does each of the following:
(
a) discloses the percentage of the named executive officer's total
compensation that relates to the undisclosed criterion or goal;
(
b) discloses the anticipated difficulty in achieving the performance
criterion or goal;
(
c) states that it is relying on this exemption from the disclosure
requirement;
(
d) explains why disclosing the performance criterion or goal would
seriously prejudice its interests.
(5) For the purposes of subsection (4), a company's interests are considered not to
be seriously prejudiced solely by disclosing a performance goal or criterion if
that criterion or goal is based on broad corporate-level financial performance
metrics such as earnings per share, revenue growth, or earnings before interest,
taxes, depreciation and amortization (EBITDA).
2.7 Pension disclosure
If the company provides a pension to a director or named executive officer, provide
for each such individual the additional disclosure required by Item 5 of Form 51-
102F6.
2.8 Companies reporting in the United States
(1) Except as provided in subsection (2), SEC issuers may satisfy the requirements
of this form by providing the information that they disclose in the United States
pursuant to item 402 "Executive compensation" of Regulation S-K under the
1934 Act.
(2) Subsection (1) does not apply to a company that, as a foreign private issuer,
satisfies Item 402 of Regulation S-K by providing the information required by
Items 6.B "Compensation" and 6.E.2 "Share Ownership" of Form 20-F under
the 1934 Act..
19. This Instrument comes into force on June 30, 2015.
Transportation
Hosting Expenses Exceeding $600.00
For the period January 1, 2015 to March 31, 2015
Name: Transportation Regulations: Stakeholder Consultation Meetings
Date(s): October 22, 23, 30 and 31, 2014
November 4, 5, 6, 12, 13, 19, 21 and 24, 2014
Amount: $5,195.06
Purpose: Cabinet granted approval to consult with stakeholders on issues and
potential amendments to Alberta Transportation's regulations.
Location: Calgary, Edmonton, Fort McMurray, Grande Prairie, Lethbridge and Red
Deer, AB
Treasury Board and Finance
Insurance Notice
(Insurance Act)
Effective May 7, 2015, Darwin National Assurance Company changed their name to
Allied World Specialty Insurance Company.
David Sorensen
Deputy Superintendent of Insurance.
______________
Effective December 31, 2014 Molecule Exchange Reciprocal withdrew from
Alberta, pursuant to
section 31 of the Insurance Act.
David Sorensen
Deputy Superintendent of Insurance.
ADVERTISEMENTS
Public Sale of Land
(Municipal Government Act)
City of Brooks
Notice is hereby given that, under the provisions of the Municipal Government Act,
the City of Brooks will offer for sale, by public auction, in the City of Brooks Council
Chambers, Brooks, Alberta, on Wednesday, September 2, 2015, at 2 p.m., the
following lands:
Lot
Block/Unit
Plan
Linc
Address
1584LK
15 St. Mary's Cres
18-19
3230AM
127 3 St E.
34-36
4012X
212 Centre St
56 Dr. Anderson Park
66 Upland Rd
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.
These lands are being offered for sale on an "as is, where is" basis, and the City of
Brooks makes no representation and gives no warranty whatsoever as to the adequacy
of services, soil conditions, land use districting, building and development conditions,
absence or presence of environmental contamination, or the develop ability of the
subject property for any intended use by the Purchaser.
The City of Brooks may, after the public auction, become the owner of any parcel of
land not sold at the public auction.
Terms: Cash, certified cheque, interact or bank draft with minimum 10% down
payment, non-refundable, payable the day of the sale. Balance due within 10 days
from date of auction.
Redemption may be effected by payment of all arrears of taxes and costs at any time
prior to the sale.
Dated at Brooks, Alberta, May 19, 2015.
Alan Martens, Chief Administrative Officer.
______________
Town of Bassano
Notice is hereby given that under the provisions of the Municipal Government Act,
the Town of Bassano will offer for sale, by public auction, in the Town of Bassano
Administration Office, 502 2nd Avenue Bassano, Alberta, on Wednesday, August 5,
2015, at 10:00 a.m., the following lands:
Roll Number
Plan
Block
Lot
Linc Number
3872T
This 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 Town of Bassano may, after the public auction, become the owner of any parcel
of land not sold at the public auction.
The lands are being offered for sale on an "as is, where is" basis, and the Town of
Bassano makes no representation and gives no warranty whatsoever as to the
adequacy of services, soil conditions, land use distracting, building and development
conditions, absence of presence of environmental contamination, vacant possession,
or the developability of the lands for any intended use by the successful bidder. No
bid will be accepted where the bidder attempts to attach conditions precedent to the
sale of any parcel of land. No terms or conditions of sale will be considered other than
those specified by the Town of Bassano . No further information is available at the
auction regarding the lands to be sold.
Terms: Cash or Certified Cheque. Deposit: 10% (Non Refundable) of bid at the time
of sale, August 5, 2015. Balance: 90% of bid within 30 days of receipt by the Town of
Bassano. Goods and Services Taxes (GST) applicable per Federal statues.
Redemption may be effected by payment of all arrears of taxes and costs at any time
prior to the sale.
Dated at Bassano, Alberta, June 5, 2015.
______________
Town of Sedgewick
Notice is hereby given that, under the provisions of the Municipal Government Act,
the Town of Sedgewick will offer for sale, by public auction, at the Sedgewick Town
Office (4818 - 47 St.), Sedgewick, Alberta, on Thursday, August 6, 2015, at 11:00
a.m., the following lands:
LINC Number
Legal Description
Title Number
Plan 1251KS, Block 10, Lots 2A
All properties are subject to the Tax Sale if the total outstanding property taxes
remain outstanding prior to the Tax Sale.
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 land is being offered for sale on an "as is, where is" basis, and the Town of
Sedgewick makes no representation and gives no warranty whatsoever as to the
adequacy of services, soil conditions, land use districting, building and development
conditions, absence or presence of environmental contamination, or the developability
of the subject land for any intended use by the Purchaser. No bid will be accepted
where the bidder attempts to attach conditions precedent to the sale of any parcel. No
Town of Sedgewick. No further information is available at the auction regarding the
lands to be sold.
The Town of Sedgewick may, after the public auction, become the owner of any
parcel of land not sold at the public auction.
Terms: Payment in full by certified cheque, bank draft or money order is required on
the date of sale. All sales are subject to current taxes.
GST may apply on properties sold at the public auction.
Redemption may be effected by payment of all arrears of taxes and costs at any time
prior to the date of the sale . Properties may be deleted from this list as the tax arrears
and costs are paid.
Village of Alix
Notice is hereby given that under the provisions of the Municipal Government Act,
Village of Alix will offer for sale, by public auction, in the Council Chambers, 4849
50 Street, Village of Alix, Alberta, on Tuesday, August 4, 2015, at 10:00 a.m., the
following lands:
Roll No
Lot
Block
Plan
C of T
486KS
072 200 175
112 184 306
The purchaser of the property will be responsible for any property taxes for the
current year.
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.
Redemption of a parcel of land offered for sale may be effected by certified payment
of all arrears of taxes, penalties and costs at any time prior to the auction.
The lands are being offered for sale on an "as is, where is" basis, and the Municipality
makes no representation and gives no warranty whatsoever as to the adequacy of
services, soil conditions, land use districting, building and development conditions,
absence or presence of environmental contamination, vacant possession, or the
developability of the lands for any intended use by the successful bidder.
municipality.
The auctioneer, the councillors, the chief administrative officer the designated officers
and employees of the municipality must not bid for or buy, or act as an agent in
buying any parcel of land offered for sale, unless directed by the municipality to bid
for or buy a parcel of land on behalf of the municipality.
Once the property is declared sold to another individual at public auction the previous
owner has no further right to pay the tax arrears.
The risk of the property lies with the purchaser immediately following the auction.
The purchaser is responsible for obtaining vacant possession.
If no offer is received on a property or if the reserve bid is not met, the property
cannot be sold at the public auction.
The municipality may, after the public auction, become the owner of any parcel of
land not sold at the public auction.
Terms: The successful bidder must, at the time of the sale, make a non-refundable ten
percent (10%) deposit in cash, certified cheque or bank draft payable to the
municipality, with the remaining balance of the purchasing price due within thirty
(30) days of the sale. GST will apply to all applicable lands sold at the auction.
Bonnie Cretzman, Chief Administrative Officer.
______________
Village of Barons
Notice is hereby given that under the provisions of the Municipal Government Act,
the Village of Barons will offer for sale, by public auction, at the Village Office, 210
Main Street, Barons, Alberta, on Tuesday, August 5, 2015, at 10:00 a.m., the
following lands:
Lot(
s) Block
Plan
Certificate of Title
18 - W1/2 20
2605X
941 302 418
13-14
2605X
941 304 760
15-16
2605X
941 304 760+1
17-18
2605X
941 304 775
2605X
981 211 841
20-21
2605X
981 211 925
Pt. of Sec.
Sec.
Twp.
Rge.
Certificate of Title
75G39
The parcel is being offered for sale on an "as is, where is" basis and the Village of
Barons makes no representation and gives no warranty whatsoever as to the adequacy
of services, soil conditions, land use districting, building and development conditions,
absence or presence of environmental contamination, vacant possession or the
developability of the subject land for any intended use by the Purchaser.
No bid will be accepted where the bidder attempts to attach conditions precedent to
the sale of any parcel. No terms or conditions of sale will be considered other than
those specified by the Village of Barons. No further information is available at the
auction regarding the parcels to be sold.
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 Village of Barons may, after the public auction, become the owner of any parcel
of land not sold at the public auction.
Terms: Cash or Certified Cheque
Redemption may be effected by payment of all arrears of taxes and costs at any time
prior to the sale.
Dated at Barons, Alberta, May 15, 2015.
Laurie Beck, Administrator.
______________
Village of Donalda
Notice is hereby given that under the provisions of the Municipal Government Act,
Village of Donalda will offer for sale, by public auction, in the Village Office, 5001
Main St., Donalda, Alberta, on Sunday, July 26, 2015, at 12:00 p.m., the following
lands:
Lot
Block
Plan
Linc
C of T
0013 595 858
062 429 182
The land will be offered for sale subject to a reserve bid and to the reservations and
conditions contained in the existing Certificate of Title.
No bid will be accepted where the bidder attempts to attach conditions precedent to
the sale of any parcel. No terms or conditions will be considered other than those
specified by the Village of Donalda
The Village of Donalda may, after the public auction, become the owner of any parcel
of land not sold at the public auction.
Terms: Cash or certified cheque and GST will apply to the land sold at the public
auction. A 25% deposit is payable upon acceptance of the bid at public auction. The
full balance of the accepted bid is due within 30 days.
Redemption may be effected by payment of all arrears of taxes and costs at any time
prior to the sale.
Dated at the Village of Donalda, Alberta, May 28, 2015.
Anna Volk, CAO.
______________
Village of Innisfree
Notice is hereby given that under the provisions of the Municipal Government Act,
the Village of Innisfree will offer for sale, by public auction, in the Village Office,
5116 - 50 Ave., Innisfree, Alberta, on Wednesday, September 2, 2015, at 10:00 a.m.,
the following lands:
Lot
Block
Plan
Linc Number
10 & 11
4175R
This parcel is being offered for sale, subject to a reserve bid and to the reservations
and conditions contained in the existing certificate of title.
This parcel is being offered for sale on an "as is, where is" basis, and the Village of
Innisfree makes no representation and gives no warranty whatsoever as to the
adequacy of services, soil conditions, land use districting, building and development
conditions, absence or presence of environmental contamination, or the developability
of the parcel for any intended use by the purchaser.
G.S.T. will apply to all applicable land sold at the Auction.
No bid will be accepted where the Bidder attempts to attach conditions to the sale of
the land. The minimum bid cannot be lower than the market value estimate
predetermined by the Assessor. No Terms or Conditions of Sale will be considered
other than those specified by the Village of Innisfree. The successful Bidder shall be
required to execute a Sale Agreement in a form and substance acceptable to the
Village of Innisfree.
No further information will be available at the Public Auction regarding the land to be
offered for sale.
Terms: Cash or certified cheque, a 10% deposit with the balance due within 30 days
of the public auction.
The Village of Innisfree may, after the public auction, become the owner of any
parcel of land not sold at the public auction.
Redemption may be effected by payment of all arrears of taxes and costs at any time
prior to the sale.
______________
Village of Veteran
Notice is hereby given that under the provisions of the Municipal Government Act,
the Village of Veteran will offer for sale, by public auction, in the Village Office, at
110 Waterloo Street, Veteran, Alberta, on Wednesday, August 5, 2015, at 10:00 a.m.,
the following lands:
Plan
Block
Lot
Linc#
Title #
6224HW
0016 362 551
052 194 940 +1
585AJ
11-13
0017 510 620
002 318 155
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 Village of Veteran may, after the public auction, become owner of any parcel of
land not sold at the public auction.
Terms: 5% down and balance in 30 days; Cash or Certified Cheque
Redemption may be effected by payment of all arrears of taxes and costs at any time
prior to the sale.
Dated at Veteran, Alberta, June 15, 2015.
Debbie Johnstone, C.A.O.
Village of Veteran
NOTICE TO ADVERTISERS
The Alberta Gazette is issued twice monthly, on the 15th and last day.
Notices and advertisements must be received ten full working days before the
date of the issue in which the notices are to appear. Submissions received after
that date will appear in the next regular issue.
Notices and advertisements should be typed or written legibly and on a sheet separate
from the covering letter. An electronic submission by email or disk is preferred.
Email submissions may be sent to the Editor of The Alberta Gazette at
albertagazette@gov.ab.ca. The number of insertions required should be specified and
the names of all signing officers typed or printed. Please include name and complete
contact information of the individual submitting the notice or advertisement.
Proof of Publication: Statutory Declaration is available upon request.
A copy of the page containing the notice or advertisement will be emailed to each
advertiser without charge.
The dates for publication of Tax Sale Notices in The Alberta Gazette are as follows:
Issue of
Earliest date on which
sale may be held
June 30
August 10
July 15
August 25
July 31
September 10
August 15
September 25
August 31
October 11
September 15
October 26
September 30
November 10
October 15
November 25
October 31
December 11
November 14
December 25
November 30
January 10
December 15
January 25
The charges to be paid for the publication of notices, advertisements and documents
in The Alberta Gazette are:
Notices, advertisements and documents that are 5 or fewer pages $20.00
Notices, advertisements and documents that are more than 5 pages $30.00
Please add 5% GST to the above prices (registration number R124072513).
PUBLICATIONS
Annual Subscription (24 issues) consisting of:
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Alternatives:
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Part II) $10.00
Annual Index to
Part I or
Part II $5.00
Alberta Gazette Bound
Part I $140.00
Alberta Gazette Bound Regulations $92.00
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Please add 5% GST to the above prices (registration number R124072513).
Copies of Alberta legislation and select government publications are available from:
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