Alberta Gazette, Part I — Monday, March 15, 2004
Monday, March 15, 2004
Alberta — Gazette
The Alberta Gazette
Part I
Vol. 100 Edmonton, Monday, March 15, 2004 No. 5
RESIGNATIONS AND RETIREMENTS
(Justice of the Peace Act)
Resignation of Justice of the Peace
January 8, 2004
Smith, Melanie Gayle
January 12, 2004
Friesen, Geraldine
ORDERS IN COUNCIL
O.C. 3/2004
(Municipal Government Act)
Approved and ordered:
Lois E. Hole
Lieutenant Governor. February 4, 2004
The Lieutenant Governor in Council orders that
(
a) effective January 1, 2004, the land described in Appendix A and shown on the
sketch in Appendix B is separated from the County of Grande Prairie No. 1 and
annexed to the Village of Hythe,
(
b) any taxes owing to the County of Grande Prairie No. 1 at the end of December 31,
2003 in respect of the annexed land are transferred to and become payable to the
Village of Hythe together with any lawful penalties and costs levied in respect of
those taxes, and the Village of Hythe upon collecting those taxes, penalties and
costs must pay them to the County of Grande Prairie No. 1, and
(
c) the assessor for the Village of Hythe must assess, for the purposes of taxation in
2004, the annexed land and the assessable improvements to it,
and makes the order in Appendix C.
Ralph Klein, Chair.
APPENDIX A
DETAILED DESCRIPTION OF THE LANDS SEPARATED FROM
THE COUNTY OF GRANDE PRAIRIE NO. 1
AND ANNEXED TO THE VILLAGE OF HYTHE
ALL THAT PORTION OF THE SOUTHEAST QUARTER OF
SECTION
THIRTEEN (13), TOWNSHIP SEVENTY-THREE (73), RANGE ELEVEN (11),
WEST OF THE SIXTH MERIDIAN, WHICH LIES GENERALLY EAST OF
ROAD PLAN 3171 JY AND NORTH OF ROAD PLAN 782 3535, INCLUDING
SUBDIVISION PLAN 032 4925, BUT EXCLUDING ROAD PLAN 4093 BM.
ALL THAT PORTION OF THE NORTHEAST QUARTER OF
SECTION
THIRTEEN (13), TOWNSHIP SEVENTY-THREE (73), RANGE ELEVEN (11),
WEST OF THE SIXTH MERIDIAN, WHICH LIES GENERALLY EAST OF THE
EXISTING VILLAGE BOUNDARY, INCLUDING SUBDIVISION PLANS 872
2786 AND 012 0240, BUT EXCLUDING ROAD PLAN 2839 MC.
APPENDIX B
A SKETCH SHOWING THE GENERAL LOCATION OF THE AREA
ANNEXED TO THE VILLAGE OF HYTHE
LEGEND
Area Annexed from the County of Grande Prairie No. 1
to the Village of Hythe
APPENDIX C
ORDER
1 In this Order, "annexed land" means the land described in Appendix A and shown
on the sketch in Appendix B.
2 For taxation purposes in 2004 and subsequent years up to and including 2023, the
annexed land and the assessable improvements to it
(
a) must be assessed by the Village of Hythe on the same basis as if they had
remained in the County of Grande Prairie No. 1, and
(
b) must be taxed by the Village of Hythe in respect of each assessment class
that applies to the annexed land and the assessable improvements to it using
the tax rate established by the County of Grande Prairie No. 1.
3 Where, in any taxation year, a portion of the annexed land
(
a) becomes a new parcel of land created as a result of subdivision or separation
of title by registered plan of subdivision or by instrument or any other
method that occurs at the request of, or on behalf of, the landowner,
(
b) becomes a residual portion of 3 acres or less after a new parcel referred to in
clause (
a) has been created,
(
c) is redesignated at the request of, or on behalf of the landowner under the
Village of Hythe's Land Use Bylaw to another designation,
(
d) is provided with water and sewer services by the Village of Hythe pursuant
to a local improvement tax bylaw at the request of, or on behalf of the
landowner, or
(
e) is connected to water and sewer services provided by the Village of Hythe
section 2 ceases to apply at the end of that taxation year in respect of that portion of
the annexed land and the assessable improvements to it.
4 After
section 2 ceases to apply to a portion of the annexed land in a taxation year,
that portion of the annexed land and the assessable improvements to it must be
assessed and taxed for the purposes of property taxes in that year in the same
manner as other property of the same assessment class in the Village of Hythe is
assessed and taxed.
GOVERNMENT NOTICES
Agriculture, Food and Rural Development
Form 15
(Irrigation Districts Act)
(Section 88)
Notice to Irrigation Secretariat:
Change of Area of an Irrigation District
On behalf of the Lethbridge Northern 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 REMOVED from the irrigation district and
the notation removed from the certificate of title:
LINC Number
Short Legal Description
as shown on Title
Title Number
0029 704 830
9810149;3
021 446 266 +24
I certify the procedures required under
Part 4 of the Irrigation Districts Act have been
completed and the area of the Lethbridge Northern Irrigation District should be
changed according to the above list.
Laurie Hodge, Office Manager,
Irrigation Secretariat.
Community Development
Notice of Intention to Designate
A Provincial Historic Resource
(Historical Resources Act)
File No. Des. 255
Notice is hereby given that 60 days from the date of service of this Notice and its
publication in Alberta Gazette, the Minister of Community Development intends to
make an Order that the building known as the:
Canadian Pacific Railway Station, together with the land legally described as:
PLAN I
BLOCK L
And municipally located at 8101 - 103 Street, Edmonton, Alberta
be designated as a PROVINCIAL HISTORIC RESOURCE under
Section 20 of the
Historical Resources Act, R.S.A. 2000 cH-9.
The reasons for the designation are as follows:
The Canadian Pacific Railway (CPR) Station at Strathcona reflects the importance of
the railway to the basic patterns of rural and urban development in Alberta.
Constructed in 1907, the station in Strathcona replaced the original depot at the
northern terminus of the Calgary and Edmonton Railway (C&ER) and reflected the
CPR's ongoing commitment to developing Strathcona as the dominant terminal point
in Northern Alberta. The station was built at a time of substantial local growth and
optimism. Subsequent commitments by the Canadian Northern Railway and the
Grand Trunk Pacific Railway to build terminal facilities in Edmonton, across the
North Saskatchewan River, led to the eventual amalgamation of Strathcona with its
larger rival, however, the Strathcona Station still serves as a visible reminder of the
patterns of local development.
Architecturally, the station is a substantial and well-executed example of early
twentieth century principles in railway station design. It is notable for its broad hip
roofs, deep bracketed eaves, strong chateauesque silhouette, and a high quality stone,
brick and timber detailing. Much of its original character has been retained despite
ongoing refurbishment and modification.
In terms of its broader urban context, the station is recognized by the CPR as a key
element of its image within the local community. It is an integral component of
Edmonton's most significant heritage district, Old Strathcona, and is surrounded by
buildings of similar scale and vintage.
It is therefore considered that the preservation and protection of the resource is in the
public interest.
Dated February 11, 2004.
Mark Rasmussen, Assistant Deputy Minister.
______________
File No. Des. 396
Notice is hereby given that 60 days from the date of service of this Notice and its
publication in Alberta Gazette, the Minister of Community Development intends to
make an Order that the building known as the:
E.P. Ranch, together with the land legally described as:
MERIDIAN 5, RANGE 3, TOWNSHIP 17
SECTION 1
QUARTER NORTH EAST
CONTAINING 64.7 HECTARES (160 ACRES) MORE OR LESS
EXCEPTING THEREOUT:
PLAN
NUMBER
HECTARES
ACRES MORE OR LESS
ROADWAY
112EZ
0.178
0.44
EXCEPTING THEREOUT ALL MINES AND MINERALS
And municipally located in the Municipal District of Foothills, near High River,
Alberta
be designated as a PROVINCIAL HISTORIC RESOURCE under
Section 20 of the
Historical Resources Act, R.S.A. 2000 cH-9.
The reasons for the designation are as follows:
The historical significance of the E.P. Ranch lies in its direct association with King
Edward VIII, who, in various guises, owned it from 1919 to 1962. In 1919, Edward,
then the Prince of Wales, purchased the ranch from its original owner, Frank
Bedingfeld, who had originally settled there in 1886. At the time, Edward stated that
he wanted to have a permanent home in western Canada, "a place that I can come
sometimes and live for a while. To this end, I have purchased a small ranch in
southern Alberta and I shall look forward to developing it and making it my own."
Edward did not own other properties outside of Great Britain, and, although it is not
evident that he provided direct input into the daily operations of the ranch, the
property and its buildings were handsomely upgraded during the 1920s, when it
became known as the E.P. (Edward Prince) Ranch. Edward, himself, visited the ranch
in 1923 and 1924, during his Canadian tours in which he travelled under the alias
Lord Renfrew. He also visited it briefly in 1927, when he was invited to celebrate
Canada's Diamond Jubilee. During the early 1930s, the Ranch experienced some
financial difficulties, and, just before his abdication in December 1936, Edward
attempted unsuccessfully to sell it. His next visits occurred in 1941 and 1955, when,
as Duke of Windsor, he was accompanied by his wife, the Duchess. All the while, the
operation of the ranch was under the management of a Board of Directors, who
reported directly to Edward. Finally, upon Edward's death in 1962, the E.P. Ranch
was sold.
The site of the E.P. Ranch has been a working ranch in full year operation since the
mid-1880s. The historic ranch complex is still extant and retains many of the main
buildings that were present during Edward's ownership of the site. These include: the
portion of the ranch house constructed by the Prince of Wales, one of the original
settlers cabins with a wood frame extension (known as the chicken house), a log shed
structure, an implement and utility shed, a wood frame horse barn structure, a log bull
barn and wood frame structure, a wood frame shed, a wood frame manager's house
and a one and one-half storey log residential structure. Many of the landscape features
such as the approach lane with alley, the original access roadway and river crossing,
remnants of the formal gardens with fencing, hedging, and axial walkway, remnant of
the woodland walks and plantings adjacent to the creek, remnants of the kitchen and
coarse vegetable gardens, and remnants of irrigated fields and irrigation works
remain. The natural valley setting of the ranch site and its significant view sheds
remain largely intact. The integrity of the site, for the period that it was owned by
Edwards, is very high.
It is therefore considered that the preservation and protection of the resource is in the
public interest.
Dated February 10, 2004.
Mark Rasmussen, Assistant Deputy Minister.
Government Services
Vital Statistics
Certificate of Change of Personal Name
(Change of Name Act)
All Notice of Change of Personal Names for 2004 can be viewed in print versions of the
Alberta Gazette or on QP Source Professional.
All Notice of Change of Personal Names for 2004 can be viewed in print versions of the
Alberta Gazette or on QP Source Professional.
All Notice of Change of Personal Names for 2004 can be viewed in print versions of the
Alberta Gazette or on QP Source Professional.
All Notice of Change of Personal Names for 2004 can be viewed in print versions of the
Alberta Gazette or on QP Source Professional.
Safety Codes Council
style is "sub 1";
press Alt A to run macro "AddBorderAbove"
Municipal Accreditation
(Safety Codes Act)
Pursuant to
section 26 of the Safety Codes Act, it is hereby ordered that
- Town of Two Hills, Accreditation No. M000186, Order No. O00001489,
February 2, 2004
to administer the Safety Codes Act within their jurisdiction for Building. All parts of
the Alberta Building Code, excluding any or all things, processes or activities owned
by or under the care and control of Corporations accredited by the Safety Codes
Council.
______________
Pursuant to
section 26 of the Safety Codes Act, it is hereby ordered that
- Town of Two Hills, Accreditation No. M000186, Order No. O00001492,
February 2, 2004
- Town of Stavely, Accreditation No. M000413, Order No. O00001495,
February 4, 2004
to administer the Safety Codes Act within their jurisdiction for Gas. All parts of the
Canadian Gas Association, Propane and Natural Gas Codes, Alberta Amendments
and Regulations, excluding propane and natural gas highway vehicle conversions,
excluding any or all things, processes or activities owned by or under the care and
control of Corporations accredited by the Safety Codes Council.
______________
Pursuant to
section 26 of the Safety Codes Act, it is hereby ordered that
- Town of Two Hills, Accreditation No. M000186, Order No. O00001492,
February 2, 2004
- Town of Stavely, Accreditation No. M000413, Order No. O00001495,
February 4, 2004
to administer the Safety Codes Act within their jurisdiction for Electrical. Excluding
any or all things, processes or activities owned by or under the care and control of
Corporations accredited by the Safety Codes Council.
______________
Pursuant to
section 26 of the Safety Codes Act, it is hereby ordered that
- Town of Two Hills, Accreditation No. M000186, Order No. O00001492,
February 2, 2004
- Town of Stavely, Accreditation No. M000413, Order No. O00001495,
February 4, 2004
to administer the Safety Codes Act within their jurisdiction for Plumbing. All parts of
the Canadian Plumbing Code, Alberta Amendments and Regulations, including
private sewage treatment and disposal systems, excluding any or all things, processes
or activities owned by or under the care and control of Corporations accredited by
the Safety Codes Council.
style is "sub 3"
Alberta Securities Commission
AMENDMENTS TO ASC RULE 45-508
Interim Amendments to Certain Appendices to
Multilateral Instrument 45-102 Resale of Securities
(Securities Act)
Made as an amendment rule by the Alberta Securities Commission on December 10,
2003 pursuant to sections 223 and 224 of the Securities Act.
AMENDMENT TO ALBERTA SECURITIES COMMISSION RULES
REPEAL OF ASC RULE 45-508
1. Amendments
Alberta Securities Commission Rule 45-508 Interim Amendments to Certain
Appendices to Multilateral Instrument 45-102 Resale of Securities is repealed.
2. Effective Date
This rule is repealed effective March 30, 2004.
______________
AMENDMENTS TO ASC RULES (GENERAL)
(Securities Act)
Made as an amendment rule by the Alberta Securities Commission on December 10,
2003 pursuant to sections 223 and 224 of the Securities Act.
ALBERTA SECURITIES COMMISSION RULES (GENERAL)
AMENDMENT RULE
1. The Alberta Securities Commission Rules (General) are amended by this Rule.
2. Subsection 6(2) is amended by adding "and National Instrument 52-107
Acceptable Accounting Principles, Auditing Standards and Reporting Currency"
after "section 110".
Section 144 is amended:
(
a) in subsections (1), (2) and (5), by striking out "these Rules" and substituting
"the Rules" wherever it occurs:
(
b) by repealing subsection 144(3), and
(
c) in subsection (5), by striking out "sections 101, 118, 148 and 153(3) of".
Section 145 is repealed.
5. This Rule comes into force on March 30, 2004.
______________
AMENDMENTS TO MULTILATERAL INSTRUMENT 45-103
Capital Raising Exemptions,
Form 45-103F1 Offering Memorandum for Non-Qualifying Issuers,
Form 45-103F2 Offering Memorandum for Qualifying Issuers and
Form 45-103F4 Report of Exempt Distribution
(Securities Act)
Made as an amendment rule by the Alberta Securities Commission on December 10,
2003 pursuant to sections 223 and 224 of the Securities Act.
AMENDMENT TO
MULTILATERAL INSTRUMENT 45-103
CAPITAL RAISING EXEMPTIONS
PART 1 AMENDMENTS
1.1. Amendments
(1) Multilateral Instrument 45-103 Capital Raising Exemptions is amended
by this Instrument.
(2) Section 1.1 is amended by
(
a) adding the following after the definition of "accredited investor":
"AIF" has the meaning ascribed to that term under NI 51-102;
"CPC instrument" means a rule or regulation of a jurisdiction of
Canada or a rule, regulation or policy of an exchange in Canada that
applies only to capital pool companies;
(
b) adding ", Newfoundland and Labrador" after "Nunavut" in the
definition of "control person";
(
c) adding the following after the definition of "fully managed account":
"MD&A" has the meaning ascribed to that term under NI 51-102;
(
d) adding the following after the definition of "MI 45-102":
"NI 51-102" means National Instrument 51-102 Continuous
Disclosure Obligations;
(
e) moving the definition of "non-redeemable investment fund" to before
"private issuer";
(
f) repealing the definition of "non-redeemable investment fund" and
substituting the following:
"non-redeemable investment fund" means an issuer
(
a) where contributions of security holders are pooled for
investment,
(
b) where security holders do not have day-to-day control over the
management and investment decisions of the issuer, whether or
not they have the right to be consulted or to give directions, and
(
c) whose securities do not entitle the security holder to receive on
demand, or within a specified period after demand, an amount
computed by reference to the value of a proportionate interest in
the whole or in part of the net assets of the issuer;
(
g) repealing the definition of "qualifying issuer" and substituting the
following:
"qualifying issuer" means an issuer that
(
a) is a reporting issuer in a jurisdiction,
(
b) is an electronic filer under National Instrument 13-101 System
for Electronic Document Analysis and Retrieval (SEDAR),
(
c) has filed all documents that it is required to file under NI 51-
102, National Instrument 43-101 Standards of Disclosure for
Mineral Projects and National Instrument 51-101 Standards of
Disclosure for Oil and Gas Activities,
(
d) if not a venture issuer, has filed in a jurisdiction
(
i) a prospectus (other than a prospectus filed under a CPC
instrument) but, since becoming a reporting issuer, has not
yet filed or been required to file an AIF or annual financial
statements under NI 51-102, or
(ii) an AIF, MD&A and annual financial statements under NI
51-102, and
(
e) if a venture issuer
(
i) has filed in a jurisdiction a prospectus, other than a
prospectus filed under a CPC instrument, but since
becoming a reporting issuer has not yet filed, or been
required to file, annual financial statements under NI 51-
102,
(ii) has filed in a jurisdiction an information circular or filing
statement in respect of a qualifying transaction for a capital
pool company under a CPC instrument, but has not,
subsequently filed, or been required to file, annual financial
statements under NI 51-102, or
(iii) has filed in a jurisdiction
(
A) MD&A and annual financial statements under NI 51-
102, and
(
B) an AIF in the form required by Form 51-102F2 with
copies of all material incorporated by reference in the
AIF and not previously filed;
(
h) by adding the following after the definition of "reporting issuer":
"venture issuer" has the meaning ascribed to that term in NI 51-102.
(3) Section 4.1 is amended:
(
a) in subsections (1) and (2), by striking out "British Columbia and
Nova Scotia" and substituting "British Columbia, Nova Scotia, and
Newfoundland and Labrador", and
(
b) in subsections (3) and (4), by striking out "Newfoundland and
Labrador".
(4) Subsection 6.4(1) is amended
(
a) in paragraph (a), by striking out "listed in Appendix B of MI 45-102"
and substituting "of Canada",
(
b) by striking out paragraph (
b) and substituting "if the issuer was not a
reporting issuer in any jurisdiction of Canada at the time the security
was acquired, the security has been held for at least 12 months",
(
c) by striking out paragraph (
c) and substituting "the issuer of the
security subsequently has filed a prospectus with the securities
regulatory authority in Manitoba with respect to the security and has
obtained a receipt for that prospectus, or", and
(
d) in paragraph (
d) by
(
i) striking out "prospectus and", and
(ii) adding after "dealer registration requirements" ", and in the case
of a trade that would be subject to the prospectus requirement, is
made under an exemption from the prospectus requirements".
(5) The following is added after
Part 9:
PART 10 TRANSITIONAL PERIOD
10.1 Transitional period
(1) In this Part, "original MI 45-102" means Multilateral
Instrument 45-102 Resale of Securities as it existed
immediately before its repeal on March 30, 2004.
(2) Despite the definition of qualifying issuer in
section 1.1 of this
instrument, an issuer that was a qualifying issuer as that term
was defined in original MI 45-102 on March 29, 2004 will be
considered to be a qualifying issuer under this instrument until
(
a) in the case of a venture issuer, the date following March
29, 2004 on which it first files or is required to file under
NI 51-102, whichever is earlier, MD&A and annual
financial statements, and
(
b) in the case of an issuer other than a venture issuer, the
date following March 29, 2004 that it first files or is
required to file an AIF, MD&A and annual financial
statements under NI 51-102.
PART 2 EFFECTIVE DATE
2.1 Effective Date
This Instrument comes into force on March 30, 2004.
AMENDMENT TO
FORM 45-103F1
OFFERING MEMORANDUM FOR NON-QUALIFYING ISSUERS,
FORM 45-103F2
OFFERING MEMORANDUM FOR QUALITYING ISSUERS AND
FORM 45-103F4
REPORT OF EXEMPT DISTRIBUTION
PART 1 AMENDMENTS TO FORM 45-103F1 OFFERING
MEMORANDUM FOR NON-QUALIFYING ISSUERS
1.1. Amendments to Form 45-103F1 Offering Memorandum for Non-
Qualifying Issuers
(1) Form 45-103F1 Offering Memorandum for Non-Qualifying Issuers is
amended by this Part of this Instrument.
(2) The face page is amended by striking out the words "12 months" from the
phrase "You will be restricted from selling your securities for 4
months/12 months/an indefinite period." under the subheading "Resale
restrictions".
(3) Item 10.2 is repealed and the following is substituted:
Restricted Period - For trades in Alberta, British Columbia,
Newfoundland and Labrador, Northwest Territories, Nova Scotia,
Nunavut, Prince Edward Island and Saskatchewan, state one of the
following as applicable:
(
a) If the issuer is not a reporting issuer in a jurisdiction at the
distribution date state:
"Unless permitted under securities legislation, you cannot trade the
securities before the date that is four months and a day after the date
[insert name of issuer or other term used to refer to the issuer]
becomes a reporting issuer in any province or territory of Canada."
(
b) If the issuer is a reporting issuer in a jurisdiction at the distribution
date state:
"Unless permitted under securities legislation, you cannot trade the
securities before the date that is four months and a day after the
distribution date."
(4) Item 10.3 is amended by
(
a) striking out "listed in Appendix A of MI 45-102" in the
preamble,
and
(
b) adding "Unless permitted under securities legislation," before "You
must not trade the securities".
(5) Item B.1 is repealed and the following substituted
All financial statements included in the offering memorandum must
comply with National Instrument 52-107 Acceptable Accounting
Principles, Auditing Standards and Reporting Currency (NI 52-107),
regardless of whether the issuer is a reporting issuer or not.
(6) Paragraph B.4(
c) is amended by
(
a) striking out "3, 6 or 9 month interim period that" and substituting
"interim period ending 9, 6, or 3 months before the end of the
issuer's financial year, if that interim period" and
(
b) striking out "the financial statements" and substituting "any financial
statements".
(7) Item B.6 is repealed and the following substituted:
If the issuer has changed its year end, refer to National Instrument 51-102
Continuous Disclosure Obligations (NI 51-102) for guidance concerning
interim periods in a transition year. To satisfy B.4(
c) in a transition year,
provide financial statements for the most recently completed interim
period that ended more than 60 days before the date of the offering
memorandum and ended after the date of any financial statements
required under B.4(a).
(8) Item B.8 is amended by
(
a) striking out "Canadian generally accepted auditing standards
(Canadian GAAS) and the" and substituting "the requirements of NI
52-107. The", and
(
b) adding at the end of the item "Refer to National Instrument 52-108
Auditor Oversight for requirements for auditors of reporting issuers."
(9) Item B.9 is amended by striking out "Each page of any" and substituting
"All".
(10) Item B.11 is repealed and the following substituted:
The offering memorandum does not have to be updated to include interim
financial statements for periods completed after the date 60 days prior to
the date of the offering memorandum unless it is necessary to do so to
prevent the offering memorandum from containing a misrepresentation.
(11) Item C.1 is amended by adding "specified in C.4" before "for the
business".
(12) Item C.2 is amended by striking out "50" and substituting "40" wherever
it occurs.
(13) Paragraph C.2(
b) is amended by adding ", excluding any investments in
or advances to the business," before "as at the end of".
(14) Item C.5 is amended by striking out "Canadian GAAS and the" and
substituting "the requirements of
Part 6 of NI 52-107. The".
(15) Item C.8 is amended by adding "as defined in NI 51-102" after "reverse
take-over".
(16) The following is added after item C.8:
9. An issuer is exempt from the requirements in C.4 if the issuer
includes in the offering memorandum the financial statements
required in a business acquisition report under NI 51-102.
(17) Item D.2 is amended by
(
a) adding "Notwithstanding the requirements in
section 3.2(2)1 of NI
52-107," before "an audit report" and
(
b) adding "of a non-reporting issuer " after "offering memorandum".
(18) Items D.3 and D.4 are repealed.
(19) Item D.6 is amended by
(
a) adding "or the reporting issuer does not have access to those financial
statements," to the end of paragraph (a), and
(
b) repealing paragraph (
d) and substituting the following:
the offering memorandum contains alternative disclosure for the
property which includes
(
i) an operating statement (which must be accompanied by an audit
report if it is prepared as an alternative to audited annual
financial statements) presenting for the business, at a minimum,
the following line items:
(
A) gross revenue,
(
B) royalty expenses,
(
C) production costs, and
(
D) operating income,
(ii) information with respect to the estimated reserves and related
future net revenue attributable to the business, the material
assumptions used in preparing the estimates and the identity and
relationship to the issuer or to the seller of the person who
prepared the estimates, and other relevant information regarding
the property,
(iii) actual production volumes of the property for the most recently
completed year, and
(iv) estimated production volumes of the property for the next year,
based on information in the reserve report.
PART 2 AMENDMENTS TO FORM 45-103F2 OFFERING
MEMORANDUM FOR QUALIFYING ISSUERS
2.1. Amendments to Form 45-103F2 Offering Memorandum for Qualifying
Issuers
(1) Form 45-103F2 Offering Memorandum for Qualifying Issuers is amended
by this Part of this Instrument.
(2) Instruction A.1 is amended by striking out the words "as defined in
Multilateral Instrument 45-102 Resale of Securities (MI 45-102)".
(3) Instruction B.1 is repealed and the following is substituted:
Any financial statements incorporated by reference into the offering
memorandum must comply with National Instrument 51-102 Continuous
Disclosure Obligations and National Instrument 52-107 Acceptable
Accounting Principles, Auditing Standards and Reporting Currency.
(4) Instruction C.1 is repealed and the following is substituted:
If the offering memorandum does not incorporate by reference the issuer's
AIF, prospectus, MD&A, information circular or filing statement (as
listed in the definition of qualifying issuer) that the issuer is relying on to
meet the definition of qualifying issuer, update the offering memorandum
to incorporate by reference the document as soon as the document is filed
on SEDAR.
(5) Section 2.2 of Instruction D is amended by
(
a) repealing paragraph (
a) and substituting the following:
the issuer's AIF, prospectus, information circular or filing statement
(as listed in the definition of qualifying issuer) that the issuer is
relying on to meet the definition of qualifying issuer
(
b) striking out "for the annual comparative financial statements referred
to in 2.2.(
d) in paragraph (
f) and substituting "as required under NI
51-102",
(
c) repealing paragraph (
g) and substituting the following:
each business acquisition report required to be filed under NI 51-102,
(
d) adding " as defined in National Instrument 43-101 Standards of
Disclosure for Mineral Projects," after "mineral project," in
paragraph (i)
(
e) repealing paragraph (
j) and substituting the following:
if the issuer has oil and gas activities, as defined in National
Instrument 51-101 Standards of Disclosure for Oil and Gas
Activities, all documents that it is required to file under NI 51-101
after the commencement of the issuer's current financial year.
PART 3 AMENDMENT TO FORM 45-103F4 REPORT OF EXEMPT
DISTRIBUTION
3.1 Amendment to Form 45-103F4 Report of Exempt Distribution
(1) Form 45-103F4 Report of Exempt Distribution is amended by this Part of
this Instrument.
(2) Section 1 Issuer Information is amended by:
(
a) striking out "If this report is filed by a vendor, other than the issuer,
also state the full name and address of the vendor"; and
(
b) substituting with "Also state the full name and address of the vendor,
if this report is filed (
a) by a vendor who is not the issuer, and (
b) in
connection with an exemption other than those contained in MI 45-
103".
PART 4 EFFECTIVE DATE
4.1 Effective Date
This Instrument comes into force on March 30, 2004.
______________
AMENDMENTS TO NATIONAL INSTRUMENT 13-101
System for Electronic Document Analysis and Retrieval (SEDAR)
(Securities Act)
Made as an amendment rule by the Alberta Securities Commission on December 10,
2003 pursuant to sections 223 and 224 of the Securities Act.
NATIONAL INSTRUMENT 13-101
SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS
AND RETRIEVAL (SEDAR)
PART 1 AMENDMENTS TO NATIONAL INSTRUMENT 13-101
1.1 Amendments - Appendix A to National Instrument 13-101 System for
Electronic Document Analysis and Retrieval (SEDAR) is amended by
(
a) under Other Issuers - Continuous Disclosure,
(
i) deleting item 15 Annual Information Form,
(ii) deleting item 16 Amended Annual Information Form (SHAIF
System),
(iii) deleting item 17 Notice (SHAIF),
(iv) substituting the following item:
15. Form 1 (Resale Rule)
PART 2 EFFECTIVE DATE
2.1 Effective Date - These Amendments are effective March 30, 2004.
______________
AMENDMENTS TO NATIONAL INSTRUMENT 44-101
Short Form Prospectus Distributions,
and Form 44-101F3 Short Form Prospectus, and
Revocation of Form 44-101F1 and 44-101F2
(Securities Act)
Made as an amendment rule by the Alberta Securities Commission on December 10,
2003 pursuant to sections 223 and 224 of the Securities Act.
AMENDMENTS TO NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
AND FORM 44-101F3 AND REVOCATION OF
FORM 44-101F1 AND FORM 44-101F2
PART 1 AMENDMENTS TO NATIONAL INSTRUMENT 44-101
1.1 Amendments to
Part 1 of NI 44-101 -
Part 1 of National Instrument 44-101
is amended by,
(
a) in
section 1.1, repealing the definition of "AIF" and substituting the
following:
"AIF" means an annual information form
(
a) in Form 51-102F2,
(
b) in Form 51-102F2 or Form 44-101F1, if the annual information form
was filed in respect of financial years beginning before January 1,
2004, or
(
c) in the form referred to in
section 3.4;
(
b) in the definition of "current AIF" in
section 1.1, adding ", Form 10-
KSB," after the words "Form 10-K", wherever they appear;
(
c) in
section 1.1, adding immediately after the definition of "foreign
GAAS" and immediately before the definition of "44-101 regulator"
the following:
"Form 51-102F1" means Form 51-102F1 Management's Discussion and
Analysis;
"Form 51-102F2" means Form 51-102F2 Annual Information Form;
(
d) in
section 1.1, repealing the definition of "MD&A" and substituting the
following:
"MD&A" means the management's discussion and analysis of financial
condition and results of operations of an issuer
(
a) in Form 51-102F1, or
(
b) for financial years beginning before January 1, 2004,
(
i) in Form 51-102F1, or
(ii) required to be disclosed in an AIF in respect of financial years
beginning before January 1, 2004;
(
e) in
section 1.1, adding immediately after the definition of "MRRS" and
immediately before the definition of "non-convertible" the following:
"NI 51-102" means National Instrument 51-102 Continuous Disclosure
Obligations;
1.2 Amendments to
Part 3 of NI 44-101 -
Part 3 of National Instrument 44-101
is amended by
(
a) repealing subsection 3.1(1) and substituting the following:
(1) An issuer filing an initial AIF under this Instrument shall file the AIF
(
a) in Form 51-102F2;
(
b) in respect of financial years beginning before January 1, 2004, in
Form 51-102F2 or Form 44-101F1; or
(
c) in the form referred to in
section 3.4.
(
b) repealing subsection 3.2(1) and substituting the following:
(1) An issuer filing a renewal AIF under this Instrument shall file the
AIF
(
a) in Form 51-102F2;
(
b) in respect of financial years beginning before January 1, 2004, in
Form 51-102F2 or Form 44-101F1; or
(
c) in the form referred to in
section 3.4.
(
c) repealing subsection 3.2(5) and substituting the following:
(5) Upon receipt of a notice from the 44-101 regulator that its renewal
AIF is being reviewed, an issuer shall promptly file the renewal AIF
again, in all jurisdictions in which the renewal AIF was filed, with
(
a) the following statement added in bold type to the cover page of
the renewal AIF, if the renewal AIF is in Form 51-102F2, until
the issuer is notified that the review has been completed:
"This annual information form is currently under review by
the provincial and territorial securities regulatory
authorities of one or more jurisdictions. Information
contained in this form is subject to change.", or
(
b) the statement required under Item 1.2 of Form 44-101F1, if the
renewal AIF is in Form 44-101F1.
(
d) repealing subsection 3.3(2) and substituting the following:
(2) An issuer that files an AIF under this Instrument shall file an
undertaking with the regulator to the effect that, when the securities
of the issuer are in the course of a distribution under a preliminary
short form prospectus or a short form prospectus, the issuer will
provide to any person or company, upon request to the secretary of
the issuer,
(
a) one copy of the AIF of the issuer, together with one copy of
any document, or the pertinent pages of any document,
incorporated by reference in the AIF,
(
b) one copy of the financial statements of the issuer for its most
recently completed financial year for which financial
statements have been filed together with the accompanying
report of the auditor and one copy of the most recent interim
financial statements of the issuer that have been filed, if any,
for any period after the end of its most recently completed
financial year,
(
c) one copy of the information circular of the issuer in respect of
its most recent annual meeting of shareholders that involved
the election of directors, and
(
d) one copy of any other documents that are incorporated by
reference into the preliminary short form prospectus or the
short form prospectus and are not required to be provided
under paragraphs (a), (
b) or (c).
(
e) repealing
section 3.4 and substituting the following:
3.4 Alternative Forms of AIF - An issuer that
(
a) has a class of securities registered under
section 12 of the
1934 Act or is required to file reports under
section 15(
d) of
the 1934 Act, and
(
b) is not registered or required to be registered as an investment
company under the Investment Company Act of 1940 of the
United States of America,
may file an AIF in the form of an annual report or transition report
under the 1934 Act on Form 10-K, Form 10-KSB or on Form 20-F.
Part 2 Revocation of Forms 44-101F1 AIF and 44-101F2 MD&A
2.1 Revocation of Form 44-101F1 AIF - Form 44-101F1 AIF is revoked.
2.2 Revocation of Form 44-101F2 MD&A - Form 44-101F2 MD&A is revoked.
Part 3 Amendments to Form 44-101F3 Short Form Prospectus
3.1 Item 10 of Form 44-101F3 Short Form Prospectus is repealed and the
following substituted:
Item 10: Resource Property
10.1 Resource Property - If a material part of the proceeds of a distribution is
to be expended on a particular resource property and if the current AIF does
not contain the disclosure required under Item 4.3 or 4.4, as appropriate, of
Form 44-101F1, or
section 5.4 or 5.5, as appropriate, of Form 51-102F2, for
the property or that disclosure is inadequate or incorrect due to changes,
disclose the information required under
section 5.4 or 5.5 of Form 51-102F2.
3.2 Item 12 of Form 44-101F3 Short Form Prospectus is amended by
(
a) striking subparagraph 12.1(1)7. and substituting the following:
7. MD&A relating to the issuer's interim financial statements included
in the short form prospectus.
(
b) in subparagraph 12.1(1)8., adding the words "for financial years
beginning before January 1, 2004," after the words "information
circulars or,";
(
c) striking subparagraph 12.1(3)(
a) and substituting the following
(
a) has filed an AIF in a form of current annual report on Form 10-K,
Form 10-KSB or Form 20-F under the 1934 Act, as permitted under
section 3.4 of National Instrument 44-101 and under NI 51-102.
(
d) in subparagraph 12.2 4., adding the words "for financial years beginning
before January 1, 2004," after the words "information circulars or,";
and
(
e) in clause 13.1(2)(b)(ii), striking the words "Form 10-K or Form 20-F"
and substituting "Form 10-K, Form 10-KSB or Form 20-F".
Part 4 Effective Date
4.1 Effective Date
(1) This Amendment, except for
Part 2, comes into force on March 30, 2004.
(2) Part 2 of this Amendment comes into force on May 19, 2005.
______________
AMENDMENTS TO NATIONAL INSTRUMENT 62-101
Control Block Distribution Issues
(Securities Act)
Made as a rule by the Alberta Securities Commission on December 10, 2003 pursuant
to sections 223 and 224 of the Securities Act.
NATIONAL INSTRUMENT 62-101
CONTROL BLOCK DISTRIBUTION ISSUES
PART 1 AMENDMENTS TO NATIONAL INSTRUMENT 62-101
1.1 Amendments - National Instrument 62-101 Control Block Distribution Issues
is amended by
(
a) amending
section 1.1 by deleting the definition of information circular
requirement;
(
b) amending
section 2.1 by deleting the words "and in Quebec only, the
information circular requirement," in subsection (1);
(
c) deleting
section 2.2 Pledgees;
(
d) amending Appendix A to strike the reference to Quebec and Policy
Statement Q-12 Secondary Distribution through Solicitations under the
Securities Act (Quebec);
(
e) deleting Appendix B; and
(
f) deleting Appendix C.
PART 2 EFFECTIVE DATE
2.1 Effective Date - These Amendments are effective March 30, 2004.
______________
AMENDMENTS TO NATIONAL INSTRUMENT 62-102
Disclosure of Outstanding Share Data
(Securities Act)
Made as a rule by the Alberta Securities Commission on December 10, 2003 pursuant
to sections 223 and 224 of the Securities Act.
AMENDMENT TO
AND REVOCATION OF
NATIONAL INSTRUMENT 62-102
DISCLOSURE OF OUTSTANDING SHARE DATA
PART 1 AMENDMENT TO NATIONAL INSTRUMENT 62-102
1.1 Amendment to
Part 3 of National Instrument 62-102 -
Part 3 of National
Instrument 62-102 is amended by adding the following as
section 3.2:
3.2 Exemption for years beginning January 1, 2004 - This Instrument does
not apply to financial years beginning on or after January 1, 2004.
PART 2 REVOCATION OF NATIONAL INSTRUMENT 62-102
2.1 Revocation of National Instrument 62-102 - National Instrument 62-102
is revoked.
PART 3 EFFECTIVE DATE
3.1 Effective Date
(1) This Amendment, except for
Part 2, comes into force on March 30, 2004.
(2) Part 2 comes into force on May 19, 2005.
______________
AMENDMENTS TO NATIONAL INSTRUMENT 62-103
The Early Warning System and Related Take-Over Bid
and Insider Reporting Issues
(Securities Act)
Made as a rule by the Alberta Securities Commission on December 10, 2003 pursuant
to sections 223 and 224 of the Securities Act.
AMENDMENT TO
NATIONAL INSTRUMENT 62-103
THE EARLY WARNING SYSTEM AND RELATED TAKE-OVER BID
AND INSIDER REPORTING ISSUES
PART 1 AMENDMENT TO NATIONAL INSTRUMENT 62-103
1.1 Amendment to
Part 1 of National Instrument 62-103 - Subsection 1.1(1) of
National Instrument 62-103 is amended by repealing paragraph (
g) of the
definition of "applicable provisions".
1.2 Amendment to
Part 2 of National Instrument 62-103 - Subsection 2.1(1) of
National Instrument 62-103 is amended by adding the words "or
section 5.4
of National Instrument 51-102 Continuous Disclosure Obligations," after
"section 2.1 of National Instrument 62-102 Disclosure of Outstanding
Share Data".
PART 2 EFFECTIVE DATE
2.1 Effective Date - This Amendment comes into force on March 30, 2004.
______________
AMENDMENTS TO NATIONAL INSTRUMENT 72-501
Distribution to Purchases Outside of Alberta
(Securities Act)
Made as a rule by the Alberta Securities Commission on December 10, 2003 pursuant
to sections 223 and 224 of the Securities Act.
ASC RULE 72-501
DISTRIBUTIONS TO PURCHASERS OUTSIDE OF ALBERTA
PART 1 AMENDMENT TO ALBERTA SECURITIES COMMISSION
RULE 72-501
1.1 Amendment -
Section 3.2 of Alberta Securities Commission Rule 72-501
Distributions to Purchasers Outside Alberta is amended by striking "section
2.5(2) or (3)" and substituting "section 2.5".
PART 2 EFFECTIVE DATE
2.1 Effective Date - This amendment is effective March 30. 2004.
______________
MULTILATERAL INSTRUMENT 45-102
Resale of Securities
(Securities Act)
Made as a rule by the Alberta Securities Commission on December 10, 2003 pursuant
to sections 223 and 224 of the Securities Act.
MULTILATERAL INSTRUMENT 45-102
RESALE OF SECURITIES
TABLE OF CONTENTS
PART TITLE
PART 1
DEFINITIONS
1.1
Definitions
PART 2 FIRST TRADE
2.1 Application
2.2 Removal of Resale Provisions
2.3
Section 2.5 Applies
2.4
Section 2.6 Applies
2.5 Restricted Period
2.6 Seasoning Period
2.7 Exemption for a Trade if the Issuer Becomes a Reporting Issuer
After the Distribution Date
2.8 Exemption for a Trade by a Control Person
2.9 Determining Time Periods
2.10 Exemption for a Trade in an Underlying Security if the
Convertible Security, Exchangeable Security or Multiple
Convertible Security is Qualified by a Prospectus
2.11 Exemption for a Trade in a Security Acquired in a Take-over
Bid or Issuer Bid
2.12 Exemption for a Trade in an Underlying Security if the
Convertible Security, Exchangeable Security or Multiple
Convertible Security is Qualified by a Securities Exchange
Take-over Bid Circular or Issuer Bid Circular
2.13 Trades by Underwriters
2.14 First Trades in Securities of a Non-Reporting Issuer Distributed
under a Prospectus Exemption
PART 3 EXEMPTION
3.1 Exemption
PART 4 EFFECTIVE DATE
4.1 Effective Date
APPENDIX A
APPENDIX B
APPENDIX C
APPENDIX D
APPENDIX E
APPENDIX F
FORM 45-102F1
MULTILATERAL INSTRUMENT 45-102
RESALE OF SECURITIES
PART 1
DEFINITIONS
1.1
Definitions - In this Instrument
"control distribution" means a trade described in the provisions of securities
legislation listed in Appendix A;
"convertible security" means a security of an issuer that is convertible into, or
carries the right of the holder to purchase or otherwise acquire, or of the issuer
to cause the purchase or acquisition of, a security of the same issuer;
"distribution date" means
(
a) in respect of a trade that is not a control distribution, the date the security
that is the subject of the trade was distributed in reliance on an exemption
from the prospectus requirement by the issuer or, in the case of a control
distribution, by the selling security holder,
(
b) in respect of a trade that is a control distribution, the date the security that
is the subject of the trade was acquired by the selling security holder,
(
c) in respect of a trade of an underlying security that is not a control
distribution, the date the convertible security, exchangeable security or
multiple convertible security that, directly or indirectly, entitled or
required the holder to acquire the underlying security was distributed in
reliance on an exemption from the prospectus requirement by the issuer
or, in the case of a control distribution, by the selling security holder, or
(
d) in respect of a trade of an underlying security that is a control distribution,
the date the convertible security, exchangeable security or multiple
convertible security that, directly or indirectly, entitled or required the
holder to acquire the underlying security was acquired by the selling
security holder;
"exchangeable security" means a security of an issuer that is exchangeable for,
or carries the right of the holder to purchase or otherwise acquire, or of the
issuer to cause the purchase or acquisition of, a security of another issuer;
"former MI 45-102" means Multilateral Instrument 45-102 Resale of Securities
that came into force on November 30, 2001;
"MI 45-102" or "this Instrument" means Multilateral Instrument 45-102
Resale of Securities that came into force on March 30, 2004;
"MI 45-103" means Multilateral Instrument 45-103 Capital Raising
Exemptions;
"MI 45-105" means Multilateral Instrument 45-105 Trades to Employees,
Senior Officers, Directors, and Consultants;
"multiple convertible security" means a security of an issuer that is convertible
into, or exchangeable for, or carries the right of the holder to purchase or
otherwise acquire, or of the issuer to cause the purchase or acquisition of, a
convertible security, an exchangeable security or another multiple convertible
security;
"private company" has the meaning ascribed to that term in securities
legislation;
"private issuer" has the meaning ascribed to that term in securities legislation
except in Ontario where "private issuer" means a person that
(
a) is not a reporting issuer or a mutual fund,
(
b) is an issuer all of whose issued and outstanding shares
(
i) are subject to restrictions on transfer contained in the constating
documents of the issuer or one or more agreements among the issuer
and the holders of its securities; and
(ii) are beneficially owned, directly or indirectly, by not more than 50
persons or companies, counting any two or more joint registered
holders as one beneficial owner, exclusive of persons
(
A) that are employed by the issuer or an affiliated entity of the
issuer, or
(
B) that beneficially owned, directly or indirectly, shares of the
issuer while employed by it or an affiliated entity of it and at all
times since ceasing to be so employed have continued to
beneficially own, directly or indirectly, at least one share of the
issuer, and
(
c) has not distributed any securities to the public;
"SEDAR" has the meaning ascribed to that term in National Instrument 13-101
System for Electronic Document Analysis and Retrieval (SEDAR); and
"underlying security" means a security issued or transferred, or to be issued or
transferred, in accordance with the terms of a convertible security, an
exchangeable security or a multiple convertible security.
PART 2 FIRST TRADES
2.1 Application - In Manitoba, New Brunswick and the Yukon Territory, sections
2.2 to 2.7 and 2.10 to 2.14 do not apply.
2.2 Removal of Resale Provisions - In Newfoundland and Labrador, Nova Scotia
and Ontario, the provisions in securities legislation listed in Appendix C,
respectively, do not apply.
2.3
Section 2.5 Applies - If a security was distributed under any of the provisions
listed in Appendix D, the first trade of that security is subject to
section 2.5.
2.4
Section 2.6 Applies - If a security was distributed under any of the provisions
listed in Appendix E, the first trade of that security is subject to
section 2.6.
2.5 Restricted Period
(1) Unless the conditions in subsection (2) are satisfied, a trade that is
specified by
section 2.3 or other securities legislation to be subject to this
section is a distribution.
(2) Subject to subsection (3), for the purposes of subsection (1) the conditions
are:
1. The issuer is and has been a reporting issuer in a jurisdiction of
Canada for the four months immediately preceding the trade.
2. At least four months have elapsed from the distribution date.
3. If the distribution date is on or after March 30, 2004 and
(
a) the issuer is a reporting issuer on the distribution date, the
certificate representing the security carries a legend, or an
ownership statement issued under a direct registration system or
other electronic book-entry system acceptable to the regulator
bears a legend restriction notation, stating:
"Unless permitted under securities legislation, the holder of this
security must not trade the security before [insert the date that is
4 months and a day after the distribution date]."
(
b) the issuer is not a reporting issuer on the distribution date, the
certificate representing the security carries a legend, or an
ownership statement issued under a direct registration system or
other electronic book-entry system acceptable to the regulator
bears a legend restriction notation, stating:
"Unless permitted under securities legislation, the holder of this
security must not trade the security before the date that is 4
months and a day after the later of (i) [insert the distribution
date], and (ii) the date the issuer became a reporting issuer in
any province or territory."
4. The trade is not a control distribution.
5. No unusual effort is made to prepare the market or to create a
demand for the security that is the subject of the trade.
6. No extraordinary commission or consideration is paid to a person or
company in respect of the trade.
7. If the selling security holder is an insider or officer of the issuer, the
selling security holder has no reasonable grounds to believe that the
issuer is in default of securities legislation.
(3) Item 3.(
a) of subsection (2) does not apply to a trade of an underlying
security if the certificate representing the underlying security or the
ownership statement issued under a direct registration book-entry system or
other electronic system acceptable to the regulator, is issued at least four
months after the distribution date.
2.6 Seasoning Period
(1) Unless the conditions in subsection (3) are satisfied, a trade that is
specified by
section 2.4 or other securities legislation to be subject to this
section is a distribution.
(2) The first trade of securities issued by a private company or private issuer
made after the issuer has ceased to be a private company or private issuer
is a distribution unless the conditions in subsection (3) are satisfied.
(3) For the purposes of subsections (1) and (2), the conditions are:
1. The issuer is and has been a reporting issuer in a jurisdiction of
Canada for the four months immediately preceding the trade.
2. The trade is not a control distribution.
3. No unusual effort is made to prepare the market or to create a
demand for the security that is the subject of the trade.
4. No extraordinary commission or consideration is paid to a person or
company in respect of the trade.
5. If the selling security holder is an insider or officer of the issuer, the
selling security holder has no reasonable grounds to believe that the
issuer is in default of securities legislation.
2.7 Exemption for a Trade if the Issuer Becomes a Reporting Issuer After the
Distribution Date
(1) Item 1. of subsection 2.5(2) does not apply if the issuer became a
reporting issuer after the distribution date by filing a prospectus in a
jurisdiction listed in Appendix B and is a reporting issuer in a jurisdiction
of Canada at the time of the trade.
(2) Item 1. of subsection 2.6(3) does not apply if the issuer became a
reporting issuer after the distribution date by filing a prospectus in a
jurisdiction listed in Appendix B and is a reporting issuer in a jurisdiction
of Canada at the time of the trade.
(3) Item 1. of subsection 2.8(2) does not apply if the issuer became a
reporting issuer after the distribution date by filing a prospectus in a
jurisdiction listed in Appendix B and is a reporting issuer in a jurisdiction
of Canada at the time of the trade.
2.8 Exemption for a Trade by a Control Person
(1) The prospectus requirement does not apply to a control distribution, or a
distribution by a lender, pledgee, mortgagee or other encumbrancer for the
purpose of liquidating a debt made in good faith by selling or offering for
sale a security pledged, mortgaged or otherwise encumbered in good faith
as collateral for the debt if the security was acquired by the lender,
pledgee, mortgagee or other encumbrancer in a control distribution, if the
conditions in subsection (2) are satisfied.
(2) For the purposes of subsection (1), the conditions are:
1. The issuer is and has been a reporting issuer in a jurisdiction of
Canada for the four months immediately preceding the trade.
2. The selling security holder, or the lender, pledgee, mortgagee or
other encumbrancer if the distribution is for the purpose of
liquidating a debt, has held the securities for at least four months.
3. No unusual effort is made to prepare the market or to create a
demand for the security that is the subject of the trade.
4. No extraordinary commission or consideration is paid to a person or
company in respect of the trade.
5. The selling security holder has no reasonable grounds to believe that
the issuer is in default of securities legislation.
(3) The selling security holder, or the lender, pledgee, mortgagee or other
encumbrancer if the distribution is for the purpose of liquidating a debt,
under subsection (2) must
(
a) sign Form 45-102F1 no earlier than one business day before the form
is filed;
(
b) file Form 45-102F1 on SEDAR at least seven days before the first
trade of the securities that is part of the distribution; and
(
c) file, within three days after the completion of any trade, an insider
report prepared in accordance with either Form 55-102F2 or Form
55-102F6 under National Instrument 55-102 System for Electronic
Disclosure by Insiders (SEDI).
(4) A Form 45-102F1 filed under subsection (3) expires thirty days from the
date the form was filed.
(5) If a person or company filed a Form 45-102F3 or a renewal Form 45-
102F3 under former MI 45-102 before March 30, 2004, the person or
company is not subject to subsection (3) until 30 days after the date the
Form 45-102F3 or the renewal Form 45-102F3 was filed.
2.9 Determining Time Periods
(1) In determining the period of time that an issuer was a reporting issuer for
the purposes of
section 2.5, 2.6 or 2.8, if the issuer was a party to an
amalgamation, merger, continuation or arrangement, the selling security
holder may include the period of time that one of the parties to the
amalgamation, merger, continuation or arrangement was a reporting
issuer in a jurisdiction of Canada immediately before the amalgamation,
merger, continuation or arrangement to determine the period of time it has
been a reporting issuer in a jurisdiction of Canada.
(2) In determining the period of time that a selling security holder has held a
security for the purposes of
section 2.5 or 2.8, if the selling security holder
acquired the security from an affiliate of the selling security holder, the
selling security holder may include the period of time that the affiliate
held the security.
(3) In determining the period of time that a selling security holder has held an
underlying security for the purposes of
section 2.8, the selling security
holder may include the period of time the selling security holder held the
convertible security, exchangeable security or multiple convertible
security.
(4) In determining the period of time that a lender, pledgee, mortgagee or
other encumbrancer has held a security under item 2 of subsection 2.8(2),
the selling security holder may include the period of time the debtor held
the security.
(5) In determining the period of time that a lender, pledgee, mortgagee or
other encumbrancer has held an underlying security under item 2 of
subsection 2.8(2), the selling security holder may include the period of
time the debtor held the convertible security, exchangeable security or
multiple convertible security.
2.10 Exemption for a Trade in an Underlying Security if the Convertible
Security, Exchangeable Security or Multiple Convertible Security is
Qualified by a Prospectus -
Section 2.6 does not apply to a trade in an
underlying security issued or transferred under the terms of a convertible
security, exchangeable security or multiple convertible security if
(
a) a receipt was obtained for a prospectus qualifying the distribution of
the convertible security, exchangeable security or multiple
convertible security;
(
b) the trade is not a control distribution; and
(
c) the issuer of the underlying security is a reporting issuer at the time
of the trade.
2.11 Exemption for a Trade in a Security Acquired in a Take-over Bid or
Issuer Bid -
Section 2.6 does not apply to a trade of a security of an offeror if
(
a) a securities exchange take-over bid circular or securities exchange
issuer bid circular relating to the distribution of the security was filed
by the offeror on SEDAR;
(
b) the trade is not a control distribution; and
(
c) the offeror was a reporting issuer on the date the securities of the
offeree issuer were first taken up under the take-over bid or issuer
bid.
2.12 Exemption for a Trade in an Underlying Security if the Convertible
Security, Exchangeable Security or Multiple Convertible Security is
Qualified by a Securities Exchange Take-over Bid Circular or Issuer Bid
Circular -
Section 2.6 does not apply to a trade in an underlying security
issued or transferred under the terms of a convertible security, exchangeable
security or multiple convertible security if
(
a) a securities exchange take-over bid circular or a securities exchange
issuer bid circular relating to the distribution of the convertible
security, exchangeable security or multiple convertible security was
filed by the offeror on SEDAR;
(
b) the trade is not a control distribution;
(
c) the offeror was a reporting issuer on the date the securities of the
offeree issuer were first taken up under the take-over bid or issuer
bid; and
(
d) the issuer of the underlying security is a reporting issuer at the time
of the trade.
2.13 Trades by Underwriters - A trade by an underwriter of securities distributed
under any of the provisions listed in Appendix F is a distribution.
2.14 First Trades in Securities of a Non-Reporting Issuer Distributed under a
Prospectus Exemption
(1) The prospectus requirement does not apply to the first trade of a security
distributed under an exemption from the prospectus requirement if
(
a) the issuer of the security
(
i) was not a reporting issuer in any jurisdiction of Canada at the
distribution date, or
(ii) is not a reporting issuer in any jurisdiction of Canada at the date
of the trade;
(
b) at the distribution date, after giving effect to the issue of the security
and any other securities of the same class or series that were issued at
the same time as or as part of the same distribution as the security,
residents of Canada
(
i) did not own directly or indirectly more than 10 percent of the
outstanding securities of the class or series, and
(ii) did not represent in number more than 10 percent of the total
number of owners directly or indirectly of securities of the class
or series; and
(
c) the trade is made
(
i) through an exchange, or a market, outside of Canada, or
(ii) to a person or company outside of Canada.
(2) The prospectus requirement does not apply to the first trade of an
underlying security if
(
a) the convertible security, exchangeable security or multiple
convertible security that, directly or indirectly, entitled or required
the holder to acquire the underlying security was distributed under an
exemption from the prospectus requirement;
(
b) the issuer of the underlying security
(
i) was not a reporting issuer in any jurisdiction of Canada at the
distribution date of the convertible security, exchangeable
security or multiple convertible security, or
(ii) is not a reporting issuer in any jurisdiction of Canada at the date
of the trade;
(
c) the conditions in paragraph (1)(
b) would have been satisfied for the
underlying security at the time of the initial distribution of the
convertible security, exchangeable security or multiple convertible
security; and
(
d) the condition in paragraph (1)(
c) is satisfied.
PART 3 EXEMPTION
3.1 Exemption
(1) The regulator or the securities regulatory authority may grant an
exemption from this Instrument, in whole or in part, subject to such
conditions or restrictions as may be imposed in the exemption.
(2) Despite subsection (1), in Ontario, only the regulator may grant such an
exemption.
PART 4 EFFECTIVE DATE
4.1 Effective Date - This Instrument comes into force on March 30, 2004.
APPENDIX A
MULTILATERAL INSTRUMENT 45-102
RESALE OF SECURITIES
CONTROL DISTRIBUTIONS
JURISDICTION SECURITIES LEGISLATION REFERENCE
Alberta Definition of "control person" in
section 1(
l) and subclause
(iii) of the definition of "distribution" contained in
section
1(
p) of the Securities Act (Alberta)
British Columbia Paragraph (
c) of the definition of "distribution" contained in
section 1(1) of the Securities Act (British Columbia)
Manitoba Paragraph (
b) of the definition of "primary distribution to the
public" contained in subsection 1(1) of the Securities Act
(Manitoba)
Newfoundland and Clause 2(1)(l)(iii) of the Securities Act (Newfoundland and
Labrador Labrador)
Northwest Definition of "control person" and paragraph (iii) of the
Territories definition of "distribution" contained in subsection 1(1) of
Blanket Order No. 1 of the Registrar of Securities.
Nova Scotia Clause 2(1)(l)(iii) of the Securities Act (Nova Scotia)
Nunavut Definition of "control person" and paragraph (iii) of the
definition of "distribution" contained in subsection 1(1) of
Blanket Order No. 1 of the Registrar of Securities.
Ontario Paragraph (
c) of the definition of "distribution" contained in
subsection 1(1) of the Securities Act (Ontario)
Prince Edward Island Clause (iii) of the definition of "distribution" in
section 1 of
the Securities Act (Prince Edward Island)
Saskatchewan Subclauses 2(1)(r)(iii), (iv) and (
v) of The Securities Act, 1988
(Saskatchewan)
APPENDIX B
MULTILATERAL INSTRUMENT 45-102
RESALE OF SECURITIES
REPORTING ISSUER JURISDICTIONS
Alberta
British Columbia
Manitoba
Nova Scotia
Ontario
Quebec
Saskatchewan
APPENDIX C
MULTILATERAL INSTRUMENT 45-102
RESALE OF SECURITIES
NON-APPLICABLE RESALE PROVISIONS
(Section 2.2)
JURISDICTION SECURITIES LEGISLATION REFERENCE
Newfoundland and Clause 54(5)(a), subsections 54(7), 54(9), 54(10), 73(4),
Labrador 73(5), 73(6) as it relates to clause 72(1)(r), 73(7) but not as it
relates to subsection 54(6) and 54(7), 73(12), 73(18), 73(19)
and 73(24) of the Securities Act (Newfoundland and
Labrador)
Nova Scotia Subsections 77(5), 77(6), 77(7), 77(7A), 77(7B), 77(8), 77(9),
77(10)(
a) and 77(11) of the Securities Act (Nova Scotia)
Ontario Subsections 72(4), 72(5), 72(6) as it relates to clause 72(1)(r),
and 72(7) of the Securities Act (Ontario)
APPENDIX D
MULTILATERAL INSTRUMENT 45-102
RESALE OF SECURITIES
RESTRICTED PERIOD TRADES
(Section 2.3)
Sections 131(1), (b), (c), (
l) and (
m) of the Securities Act (Alberta)
Section 122(
d) and
section 122.2 of the Alberta Securities Commission Rules,
section
3.1 of Alberta Securities Commission Rule 72-501 Distributions to Purchasers
Outside Alberta, subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI 45-103 or an
exemption from the prospectus requirement that specifies that the first trade is subject
section 2.5 of MI 45-102
Section 131(1)(f)(iii) of the Securities Act (Alberta) if the right to purchase, convert or
exchange was previously acquired under one of the above-listed exemptions under the
Securities Act (Alberta), the Alberta Securities Commission Rules or MI 45-103, or
under an exemption from the prospectus requirement that specifies that the first trade
is subject to
section 2.5 of MI 45-102
Sections 74(2)(1) to (6), (16), (18), (19), (23) and (25) of the Securities Act (British
Columbia)
Sections 128(a), (b), (c), (e), (
f) and (
h) of the Securities Rules (British Columbia) and
subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI 45-103 or an exemption from the
prospectus requirement that specifies that the first trade is subject to
section 2.5 of MI
45-102
Sections 74(2)(11)(ii), 74(2)(11)(iii) and 74(2)(13) of the Securities Act (British
Columbia) if the security acquired by the selling security holder or the right to
purchase, convert or exchange or otherwise acquire, was initially acquired by a person
or company under any of the sections of the Securities Act (British Columbia), the
Securities Rules (British Columbia) or MI 45-103 referred to in this Appendix, or
under an exemption from the prospectus requirement that specifies that the first trade
is subject to
section 2.5 of MI 45-102
Section 74(2)(12) of the Securities Act (British Columbia) if the security acquired by
the selling security holder under the realization on collateral was initially acquired by
a person or company under any of the sections of the Securities Act (British
Columbia), the Securities Rules (British Columbia) or MI 45-103 referred to in this
Appendix, or under an exemption from the prospectus requirement that specifies that
the first trade is subject to
section 2.5 of MI 45-102
Clauses 54(3)(
f) and (
g) and 73(1)(a), (b), (c), (d), (h), (l), (m), (
p) and (
q) of the
Securities Act (Newfoundland and Labrador), subsections 3.1(2), 4.1(2), 4.1(4), and
5.1(2) of MI 45-103, or an exemption from the prospectus requirement that specifies
that the first trade is subject to
section 2.5 of MI 45-102
Subclause 73(1)(f)(iii) of the Securities Act (Newfoundland and Labrador) if the right
to purchase, convert or exchange was previously acquired under one of the above
listed exemptions under the Securities Act (Newfoundland and Labrador) or MI 45-
103, or under an exemption from the prospectus requirement that specifies that the
first trade is subject to
section 2.5 of MI 45-102
Paragraphs 3(a), (b), (c), (k), (l), (m), (r), (s), (t), (u), (
w) and (
z) of Blanket Order No.
1 of the Registrar of Securities (Northwest Territories), subsections 3.1(2), 4.1(2),
4.1(4), 5.1(2) of MI 45-103 or an exemption from the prospectus requirement that
specifies that the first trade is subject to
section 2.5 of MI 45-102
Subparagraph 3(e)(iii) of Blanket Order No. 1 of the Registrar of Securities
(Northwest Territories) if the right to purchase, convert or exchange was previously
acquired under one of the above-listed exemptions under Blanket Order No. 1 of the
Registrar of Securities (Northwest Territories) or MI 45-103, or under an exemption
from the prospectus requirement that specifies that the first trade is subject to
section
2.5 of MI 45-102
Clauses 77(1)(a), (b), (c), (d), (l), (m), (p), (q), (u), (w), (y), (ab) and (ad) of the
Securities Act (Nova Scotia), subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI 45-
103 or an exemption from the prospectus requirement that specifies that the first trade
is subject to
section 2.5 of MI 45-102
Subclause 77(1)(f)(iii) of the Securities Act (Nova Scotia) if the right to purchase,
convert or exchange was previously acquired under one of the above listed
exemptions under the Securities Act (Nova Scotia) or MI 45-103, or under an
exemption from the prospectus requirement that specifies that the first trade is subject
section 2.5 of MI 45-102
Paragraphs 3(a), (b), (c), (k), (l), (m), (r), (s), (t), (u), (
w) and (
z) of Blanket Order
No.1 of the Registrar of Securities (Nunavut), subsections 3.1(2), 4.1(2), 4.1(4), and
5.1(2) of MI 45-103 or an exemption from the prospectus requirement that specifies
that the first trade is subject to
section 2.5 of MI 45-102
Subparagraph 3(e)(iii) of Blanket Order No.1 of the Registrar of Securities (Nunavut)
if the right to purchase, convert or exchange was previously acquired under one of the
above-listed exemptions under Blanket Order No. 1 of the Registrar of Securities
(Nunavut) or MI 45-103, or under an exemption from the prospectus requirement that
specifies that the first trade is subject to
section 2.5 of MI 45-102
Clauses 72(1)(a), (b), (c), (d), (l), (m), (
p) and (
q) of the Securities Act (Ontario) and
subclause 72(1)(f)(iii) of the Securities Act (Ontario) if the right to purchase, convert
or exchange was previously acquired under one of the above-listed exemptions under
the Securities Act (Ontario), or an exemption from the prospectus requirement that
specifies that the first trade is subject to
section 2.5 of MI 45-102
Clauses 13(1)(a), (b), (c), (
g) and (
i) of the Securities Act (Prince Edward Island),
subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI 45-103 or under an exemption
from the prospectus requirement that specifies that the first trade is subject to
section
2.5 of MI 45-102
Subclause 13(1)(e)(iii) of the Securities Act (Prince Edward Island) if the right to
purchase, convert or exchange was previously acquired under one the above-listed
exemptions under the Securities Act (Prince Edward Island) or under an exemption
from the prospectus requirement that specifies that the first trade is subject to
section
2.5 of MI 45-102
Clauses 81(1)(a), (b), (c), (d), (m), (n), (s), (t), (v), (w), (z), (bb) and (ee) of The
Securities Act, 1988 (Saskatchewan) and subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2)
of MI 45-103 or under an exemption from the prospectus requirement that specifies
that the first trade is subject to
section 2.5 of MI 45-102
Subclauses 81(1)(f)(iii) and (iv) of The Securities Act, 1988 (Saskatchewan) if the
convertible security, exchangeable security or multiple convertible security was
acquired under one of the exemptions of The Securities Act, 1988 (Saskatchewan) or
MI 45-103 referred to in this Appendix or under an exemption from the prospectus
requirement that specifies that the first trade is subject to
section 2.5 of MI 45-102
Clause 81(1)(
e) of The Securities Act, 1988 (Saskatchewan) if the person or company
from whom the securities were acquired obtained the securities under one of the
exemptions of The Securities Act, 1988 (Saskatchewan) referred to in this Appendix
APPENDIX E
MULTILATERAL INSTRUMENT 45-102
RESALE OF SECURITIES
SEASONING PERIOD TRADES
(Section 2.4)
Section 131(1)(
f) if not included in Appendix D of this Instrument, sections 131(h),
(i) , (j), (k), and (
y) of the Securities Act (Alberta) and sections 107(1) (j.1) and (k.1)
prior to their repeal by
section 5 of the Securities Amendment Act, 1989 (Alberta),
subsection 2.1(2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or
under an exemption from the prospectus requirement that specifies that the first trade
is subject to
section 2.6 of MI 45-102
Section 74(2)(11)(iii) if not included in Appendix D or F and sections 74(2)(7), (8) if
not included in Appendix F, (9) to (11), (13), (22) and (24) of the Securities Act
(British Columbia)
Section 128(
g) of the Securities Rules (British Columbia),
section 2.1(2) of MI 45-
103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the
prospectus requirement that specifies that the first trade is subject to
section 2.6 of MI
45-102
Section 74(2)(12) of the Securities Act (British Columbia), if the security acquired by
the selling security holder under the realization on collateral was initially acquired by
a person or company under any of the sections of the Securities Act (British
Columbia), the Securities Rules (British Columbia) or a multilateral instrument
referred to in this Appendix or under an exemption from the prospectus requirement
that specifies that the first trade is subject to
section 2.6 of MI 45-102
Clauses 54(3) and 73(1)(
f) if not included in Appendix D or F of this Instrument, (
i) if
not included in Appendix F, (j), (
k) and (
n) of the Securities Act (Newfoundland and
Labrador), subsection 2.1(2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-
105 or under an exemption from the prospectus requirement that specifies that the
first trade is subject to
section 2.6 of MI 45-102
Paragraphs 3(e), (f), (g), (h), (i), (n), (x), (
y) and (mm) of Blanket Order No. 1 of the
Registrar of Securities (Northwest Territories), except for a trade made under
subparagraph 3(e)(iii) of Blanket Order No. 1 of the Registrar of Securities
(Northwest Territories) that is included in Appendix D or F of this Instrument or a
trade made under paragraph 3(
g) that is included in Appendix F of this Instrument,
subsection 2.1(2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or
under an exemption from the prospectus requirement that specifies that the first trade
is subject to
section 2.6 of MI 45-102
Clause 77(1)(
f) of the Securities Act (Nova Scotia) if not included in Appendix D or F
of this Instrument, and clauses 77(1)(h), (
i) if not included in Appendix F, (j), (k), (n),
(v), (va), (ac), (ae) and (af) of the Securities Act (Nova Scotia), and clause 78(1)(
a) of
the Securities Act (Nova Scotia) as it relates to clause 41(2)(
j) of the Securities Act
(Nova Scotia) and Blanket Order No. 37, 38 if not included in Appendix F, 46 and 45-
503 if not included in Appendix F, subsection 2.1(2) of MI 45-103 and sections 2.1,
2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the prospectus requirement
that specifies that the first trade is subject to
section 2.6 of MI 45-102
Paragraphs 3(e), (f), (g), (h), (i), (n), (x), (
y) and (mm) of Blanket Order No. 1 of the
Registrar of Securities (Nunavut), except for a trade made under subparagraph
3(e)(iii) of Blanket Order No. 1 of the Registrar of Securities (Nunavut) that is
included in Appendix D or F of this Instrument or a trade made under paragraph 3(
g) that is included in Appendix F of this Instrument, subsection 2.1(2) of MI 45-103 and
sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the prospectus
requirement that specifies that the first trade is subject to
section 2.6 of MI 45-102
Clauses 72(1)(f), (
i) if not included in Appendix F, (j), (
k) and (
n) of the Securities
Act (Ontario), except for a trade made under 72(1)(f)(iii) of the Securities Act
(Ontario) that is:
(
i) included in Appendix D or F of this Instrument; or
(ii) contemplated by
section 6.5 of Ontario Securities Commission Rule 45-501
Exempt Distributions
and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or an exemption from the prospectus
requirement that specifies that the first trade is subject to
section 2.6 of MI 45-102
Clauses 13(1)(
e) if not included in Appendix D or F of this Instrument, (
f) if not
included in Appendix F, (
h) and (
k) of the Securities Act (Prince Edward Island) or
section 3.1 or 3.2 of Rule 45-501,
section 1.1 of Prince Edward Island Rule 45-502,
section 2.1 or 2.2 of Prince Edward Island Rule 45-506 or
section 2.1 or 2.2 of Prince
Edward Island Rule 45-510, subsection 2.1(2) of MI 45-103 and sections 2.1, 2.2, 2.3
and 2.4 of MI 45-105 or under an exemption from the prospectus requirement that
specifies that the first trade is subject to
section 2.6 of MI 45-102
Clauses 81(1)(a.1), (
e) if not included in Appendix D of this Instrument, (
f) if not
included in Appendix D or F of this Instrument, (f.1), (g), (h), (
i) if not included in
Appendix F, (i.1), (j), (k), (o), (cc) and (dd) of The Securities Act, 1988
(Saskatchewan), subsection 2.1(2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of
MI 45-105 or under an exemption from the prospectus requirement that specifies that
the first trade is subject to
section 2.6 of MI 45-102
APPENDIX F
MULTILATERAL INSTRUMENT 45-102
RESALE OF SECURITIES
UNDERWRITERS
(Section 2.13)
Section 74(2)(15) of the Securities Act (British Columbia) and
section 74(2)(8) or
74(2)(11)(iii) of the Securities Act (British Columbia) if the original security was
acquired under
section 74(2)(15) of the Securities Act (British Columbia)
Clause 73(1)(
r) of the Securities Act (Newfoundland and Labrador) and
section
73(1)(
i) or 73(1)(f)(iii) of the Securities Act (Newfoundland and Labrador) if the
original security was acquired under
section 73(1)(
r) of the Securities Act
(Newfoundland and Labrador)
Paragraph 3(
v) of Blanket Order No. 1 of the Registrar of Securities (Northwest
Territories) and paragraph 3(
g) or subparagraph 3(e)(iii) of Blanket Order No. 1 of the
Registrar of Securities (Northwest Territories) if the original security was acquired
under paragraph 3(
v) of Blanket Order No. 1 of the Registrar of Securities (Northwest
Territories)
Clause 77(1)(
r) of the Securities Act (Nova Scotia) and clause 77(1)(
i) or 77(1)(f)(iii)
of the Securities Act (Nova Scotia) or Blanket Order No. 38 or 45-503 if the original
security was acquired under clause 77(1)(
r) of the Securities Act (Nova Scotia)
Paragraph 3(
v) of Blanket Order No. 1 of the Registrar of Securities (Nunavut) and
paragraph 3(
g) or subparagraph 3(e)(iii) of Blanket Order No. 1 of the Registrar of
Securities (Nunavut) if the original security was acquired under paragraph 3(
v) of
Blanket Order No. 1 of the Registrar of Securities (Nunavut)
Clause 72(1)(
r) of the Securities Act (Ontario) and clause 72(1)(f)(iii) or 72(1)(
i) if the
original security was acquired under
section 72(1)(
r) of the Securities Act (Ontario)
Section 2.1 of Prince Edward Island Rule 45-509 and subclause 13(1)(e) (iii) or
clause 13(1)(
f) of the Securities Act (Prince Edward Island) or
section 1.1 of Prince
Edward Island Rule 45-502 if the original security was acquired under
section 2.1 of
Prince Edward Island Rule 45-509
Clause 81(1)(
u) of The Securities Act, 1988 (Saskatchewan) and clause 81(1)(
i) or
subclause 81(1)(f)(iii) of The Securities Act, 1988 (Saskatchewan) if the original
security was acquired under clause 81(1)(
u) of The Securities Act, 1988
(Saskatchewan)
FORM 45-102F1
Notice of Intention to Distribute Securities under
Section 2.8 of
MI 45-102 Resale of Securities
Reporting issuer
1. Name of reporting issuer:
Selling security holder
2. Your name:
3. The offices or positions you hold in the reporting issuer:
4. Are you selling securities as a lender, pledgee, mortgagee or other
encumbrancer?
5. Number and class of securities of the reporting issuer you beneficially own:
Distribution
6. Number and class of securities you propose to sell:
7. Will you sell the securities privately or on an exchange or market? If on an
exchange or market, provide the name.
Warning
It is an offence to submit information that, in a material respect and in light of
the circumstances in which it is submitted, is misleading or untrue.
Certificate
I certify that
(1) I have no knowledge of a material fact or material change with respect
to the issuer of the securities that has not been generally disclosed; and
(2) the information given in this form is true and complete.
Date ......................................
...............................................
Your name (Selling security holder)
..............................................
Your signature (or if a company, the
signature of your authorized signatory)
...............................................
Name of your authorized signatory
INSTRUCTION:
File this form electronically through SEDAR with the securities regulatory authority
in each jurisdiction where you sell securities and with the Canadian exchange on
which the securities are listed. Where the securities are being sold on an exchange, the
form should be filed in every jurisdiction across Canada.
Notice to selling security holders - collection and use of personal information
The personal information required in this form is collected for and used by the listed
securities regulatory authorities to administer and enforce securities legislation in
their jurisdictions. This form is publicly available by authority of Multilateral
Instrument 45-102 and the securities legislation in each of the jurisdictions. The
personal information collected will not be used or disclosed other than for the stated
purposes without first obtaining your consent. Corporate filers should seek the
consent of any individuals whose personal information appears in this form before
filing this form.
If you have questions about the collection and use of your personal information, or the
personal information of your authorized signatory, contact any of the securities
regulatory authorities listed below.
Alberta Securities Commission
4th Floor, 300 - 5th Avenue SW
Calgary, AB T2P 3C4
Attention: Information Officer
Telephone: (403) 297-6454
Facsimile: (403) 297-6156
British Columbia Securities Commission
P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, B.C. V7Y 1L2
Attention: Manager, Financial and Insider Reporting
Telephone: (604) 899-6730 or (800) 373-6393 (in B.C.)
Facsimile: (604) 899-6506
Securities Commission of Newfoundland and Labrador
P.O. Box 8700
2nd Floor, West Block
Confederation Building
75 O'Leary Avenue
St. John's NFLD A1B 4J6
Attention: Director of Securities
Telephone: (709) 729-4189
Facsimile: (709) 729-6187
Department of Justice, Northwest Territories
Legal Registries
P.O. Box 1320
1st Floor, 5009-49th Street
Yellowknife, NWT X1A 2L9
Attention: Director, Legal Registries
Telephone: (867) 873-7490
Facsimile: (867) 873-0243
Nova Scotia Securities Commission
2nd Floor, Joseph Howe Building
1690 Hollis Street
Halifax, NS B3J 3J9
Attention: Corporate Finance
Telephone: (902) 424-7768
Facsimile: (902) 424-4625
Department of Justice, Nunavut
Legal Registries Division
P.O. Box 1000 - Station 570
1st Floor, Brown Building
Iqaluit, NT X0A 0H0
Attention: Director, Legal Registries Division
Telephone: (867) 975-6190
Facsimile: (867) 975-6194
Ontario Securities Commission
Suite 1903, Box 55
20 Queen Street West
Toronto, ON M5H 3S8
Attention: Administrative Assistant to the Director of Corporate Finance
Telephone: (416) 593-8314
Facsimile: (416) 593-8177
Prince Edward Island Securities Office
Consumer, Corporate and Insurance Services Division
Office of the Attorney General
P.O. Box 2000
Charlottetown, PE C1A 7N8
Attention: Registrar of Securities
Telephone: (902) 368- 4550
Fax: (902) 368-5283
Saskatchewan Financial Services Commission
Securities Division
6th Floor, 1919 Saskatchewan Drive
Regina, SK S4P 3V7
Attention: Deputy Director, Legal
Telephone: (306) 787-5879
Facsimile: (306) 787-5899
______________
NATIONAL INSTRUMENT 51-102
Continuous Disclosure Obligations,
Forms 51-102F1 Management's Discussion & Analysis,
51-102F2 Annual Information Form,
51-102F3 Material Change Report,
51-102F4 Business Acquisition Report, 51-102F5 Information Circular,
51-102F6 Statement of Executive Compensation
(Securities Act)
Made as a rule by the Alberta Securities Commission on December 10, 2003 pursuant
to sections 223 and 224 of the Securities Act.
NATIONAL INSTRUMENT 51-102
CONTINUOUS DISCLOSURE OBLIGATIONS
PART 1
DEFINITIONS AND
INTERPRETATION
1.1
Definitions and
Interpretation
PART 2 APPLICATION
2.1 Application
PART 3 LANGUAGE OF DOCUMENTS
PART 4 FINANCIAL STATEMENTS
4.1 Comparative Annual Financial Statements and Auditor's Report
4.2 Filing Deadline for Annual Financial Statements
4.3 Interim Financial Statements
4.4 Filing Deadline for Interim Financial Statements
4.5 Approval of Financial Statements
4.6 Delivery of Financial Statements
4.7 Filing of Financial Statements After Becoming a Reporting
Issuer
4.8 Change in Year-End
4.9 Change in Corporate Structure
4.10 Reverse Takeovers
4.11 Change of Auditor
PART 5 MANAGEMENT'S DISCUSSION & ANALYSIS
5.1 Filing of MD&A
5.2 Filing of MD&A and Supplement for SEC Issuers
5.3 Additional Disclosure for Venture Issuers Without Significant
Revenue
5.4 Disclosure of Outstanding Share Data
5.5 Approval of MD&A
5.6 Delivery of MD&A
PART 6 ANNUAL INFORMATION FORM
6.1 Requirement to File an AIF
6.2 Filing Deadline for an AIF
6.3 Incorporated Documents to be Filed
PART 7 MATERIAL CHANGE REPORTS
7.1 Publication of Material Change
PART 8 BUSINESS ACQUISITION REPORT
8.1
Interpretation and Application
8.2 Obligation to File a Business Acquisition Report
8.3 Determination of Significance
8.4 Financial Statement Disclosure for Significant Acquisitions
8.5 Reporting Periods
8.6 Exemption for Significant Acquisitions Accounted for Using the
Equity Method
8.7 Exemptions for Significant Acquisitions if More Recent
Statements Included
8.8 Exemption for Significant Acquisitions if Financial Year End
Changed
8.9 Exemption from Comparatives if Financial Statements Not
Previously Prepared
8.10 Exemption for Acquisition of an Interest in an Oil and Gas
Property
8.11 Exemption for Step-By-Step Acquisitions
PART 9 PROXY SOLICITATION AND INFORMATION CIRCULARS
9.1 Sending of Proxies and Information Circulars
9.2 Exemptions from Sending Information Circular
9.3 Filing of Information Circulars and Proxy-Related Material
9.4 Content of Form of Proxy
9.5 Exemption from
Part 9
PART 10 RESTRICTED SECURITY DISCLOSURE
10.1 Restricted Security Disclosure
10.2 Dissemination of Disclosure Documents to Holder of Restricted
Securities
10.3 Exemptions for Certain Reporting Issuers
PART 11 ADDITIONAL FILING REQUIREMENTS
11.1 Additional Filing Requirements
11.2 Change of Status Report
11.3 Voting Results
11.4 Financial Information
PART 12 FILING OF CERTAIN DOCUMENTS
12.1 Filing of Documents Affecting the Rights of Securityholders
12.2 Filing of Other Material Contracts
12.3 Time for Filing of Documents
PART 13 EXEMPTIONS
13.1 Exemptions from this Instrument
13.2 Existing Exemptions
13.3 Exemption for Certain Exchangeable Security Issuers
13.4 Exemption for Certain Credit Support Issuers
PART 14 EFFECTIVE DATE AND TRANSITION
14.1 Effective Date
14.2 Transition
NATIONAL INSTRUMENT 51-102
CONTINUOUS DISCLOSURE OBLIGATIONS
PART 1
DEFINITIONS AND
INTERPRETATION
1.1
Definitions and
Interpretation
In this Instrument:
"AIF" means a completed Form 51-102F2 Annual Information Form or, in the
case of an SEC issuer, a completed Form 51-102F2 or an annual report or
transition report under the 1934 Act on Form 10-K, Form 10-KSB or Form 20-
"approved rating" means, for a security, a rating at or above one of the
following rating categories issued by an approved rating organization for the
security or a rating category that replaces a category listed below:
Approved Rating
Organization
Long Term
Debt
Short Term
Debt
Preferred
Shares
Dominion Bond Rating
Service Limited
BBB
R-2
Pfd-3
Fitch Ratings Ltd.
BBB
BBB
Moody's Investors Service
Baa
Prime-3
"baaa"
Standard & Poor's
BBB
A-3
P-3
"approved rating organization" means each of Dominion Bond Rating Service
Limited, Fitch Ratings Ltd., Moody's Investors Service, Standard & Poor's
and any of their successors;
"asset-backed security" means a security that is primarily serviced by the cash
flows of a discrete pool of mortgages, receivables or other financial assets,
fixed or revolving, that by their terms convert into cash within a finite period
and any rights or other assets designed to assure the servicing or the timely
distribution of proceeds to securityholders;
"board of directors" means, for a person or company that does not have a
board of directors, an individual or group that acts in a capacity similar to a
board of directors;
"business acquisition report" means a completed Form 51-102F4 Business
Acquisition Report;
"class" includes a series of a class;
"common share" means an equity security to which are attached voting rights
exercisable in all circumstances, irrespective of the number or percentage of
securities owned, that are not less, per security, than the voting rights attached
to any other outstanding securities of the reporting issuer;
"date of acquisition" means the date of acquisition required for accounting
purposes;
"exchange-traded security" means a security that is listed on a recognized
exchange or is quoted on a recognized quotation and trade reporting system or
is listed on an exchange or quoted on a quotation and trade reporting system
that is recognized for the purposes of National Instrument 21-101 Marketplace
Operation and National Instrument 23-101 Trading Rules;
"executive officer" of a reporting issuer means an individual who is
(
a) a chair of the reporting issuer;
(
b) a vice-chair of the reporting issuer;
(
c) the president of the reporting issuer;
(
d) a vice-president of the reporting issuer in charge of a principal business
unit, division or function including sales, finance or production;
(
e) an officer of the reporting issuer or any of its subsidiaries who performed
a policy-making function in respect of the reporting issuer; or
(
f) any other individual who performed a policy-making function in respect
of the reporting issuer;
"form of proxy" means a document containing the information required under
section 9.4 that, on completion and execution by or on behalf of a
securityholder, becomes a proxy;
"income from continuing operations" means income or loss, adjusted to
exclude discontinued operations, extraordinary items and income taxes;
"information circular" means a completed Form 51-102F5 Information
Circular;
"informed person" means
(
a) a director or executive officer of a reporting issuer;
(
b) a director or executive officer of a person or company that is itself an
informed person or subsidiary of a reporting issuer;
(
c) any person or company who beneficially owns, directly or indirectly,
voting securities of a reporting issuer or who exercises control or direction
over voting securities of a reporting issuer or a combination of both
carrying more than 10 percent of the voting rights attached to all
outstanding voting securities of the reporting issuer other than voting
securities held by the person or company as underwriter in the course of a
distribution; and
(
d) a reporting issuer that has purchased, redeemed or otherwise acquired any
of its securities, for so long as it holds any of its securities;
"inter-dealer bond broker" means a person or company that is approved by the
Investment Dealers Association under its By-Law No. 36 Inter-Dealer Bond
Brokerage Systems, as amended, and is subject to its By-law No. 36 and its
Regulation 2100 Inter-Dealer Bond Brokerage Systems, as amended;
"interim period" means,
(
a) in the case of a year other than a transition year, a period commencing on
the first day of the financial year and ending nine, six or three months
before the end of the financial year; or
(
b) in the case of a transition year, a period commencing on the first day of
the transition year and ending
(
i) three, six, nine or twelve months, if applicable, after the end of the
old financial year; or
(ii) twelve, nine, six or three months, if applicable, before the end of the
transition year;
"investment fund" means a mutual fund or a non-redeemable investment fund;
"MD&A" means a completed Form 51-102F1 Management's Discussion &
Analysis or, in the case of an SEC issuer, a completed Form 51-102F1 or
management's discussion and analysis prepared in accordance with Item 303
of Regulation S-K or item 303 of Regulation S-B under the 1934 Act;
"marketplace" means
(
a) an exchange;
(
b) a quotation and trade reporting system;
(
c) a person or company not included in paragraph (
a) or (
b) that
(
i) constitutes, maintains or provides a market or facility for bringing
together buyers and sellers of securities;
(ii) brings together the orders for securities of multiple buyers and
sellers; and
(iii) uses established, non-discretionary methods under which the orders
interact with each other, and the buyers and sellers entering the
orders agree to the terms of a trade; or
(
d) a dealer that executes a trade of an exchange-traded security outside of a
marketplace,
but does not include an inter-dealer bond broker;
"material change" means
(
a) a change in the business, operations or capital of the reporting issuer that
would reasonably be expected to have a significant effect on the market
price or value of any of the securities of the reporting issuer; or
(
b) a decision to implement a change referred to in paragraph (
a) made by the
board of directors or other persons acting in a similar capacity or by
senior management of the reporting issuer who believe that confirmation
of the decision by the board of directors or any other persons acting in a
similar capacity is probable;
"mineral project" means any exploration, development or production activity
in respect of natural, solid, inorganic or fossilized organic material including
base and precious metals, coal and industrial minerals;
"new financial year" means the financial year of a reporting issuer that
immediately follows a transition year;
"non-voting security" means a restricted security that does not carry the right
to vote generally, except for a right to vote that is mandated, in special
circumstances, by law;
"non-redeemable investment fund" means any issuer
(
a) where contributions of securityholders are pooled for investment;
(
b) where securityholders do not have day-to-day control over the
management and investment decisions of the issuer, whether or not they
have the right to be consulted or to give directions; and
(
c) whose securities do not entitle the securityholder to receive on demand, or
within a specified period after demand, an amount computed by reference
to the value of a proportionate interest in the whole or in part of the net
assets of the issuer;
"old financial year" means the financial year of a reporting issuer that
immediately precedes a transition year;
"preference share" means a security to which is attached a preference or right
over the securities of any class of equity securities of the reporting issuer, but
does not include an equity security;
"principal obligor" means, for an asset-backed security, a person or company
that is obligated to make payments, has guaranteed payments, or has provided
alternative credit support for payments, on financial assets that represent one-
third or more of the aggregate amount owing on all of the financial assets
servicing the asset-backed security;
"proxy" means a completed and executed form of proxy by which a
securityholder has appointed a person or company as the securityholder's
nominee to attend and act for the securityholder and on the securityholder's
behalf at a meeting of securityholders;
"published market" means, for a class of securities, a marketplace on which
the securities have traded that discloses regularly in a publication of general
and regular paid circulation or in a form that is broadly distributed by
electronic means the prices at which those securities have traded;
"recognized exchange" means
(
a) in Ontario, an exchange recognized by the securities regulatory authority
to carry on business as a stock exchange; and
(
b) in every other jurisdiction, an exchange recognized by the securities
regulatory authority as an exchange, self-regulatory organization or self-
regulatory body;
"recognized quotation and trade reporting system" means
(
a) in every jurisdiction other than British Columbia, a quotation and trade
reporting system recognized by the securities regulatory authority under
securities legislation to carry on business as a quotation and trade
reporting system; and
(
b) in British Columbia, a quotation and trade reporting system recognized by
the securities regulatory authority under securities legislation as a
quotation and trade reporting system or as an exchange;
"restricted security" means an equity security of a reporting issuer, if any of
the following apply:
(
a) there is another class of securities of the reporting issuer that, to a
reasonable person, appears to carry a greater vote per security relative to
the equity security;
(
b) the conditions of the class of equity securities, the conditions of another
class of securities of the reporting issuer, or the reporting issuer's
constating documents have provisions that nullify or, to a reasonable
person, appear to significantly restrict the voting rights of the equity
securities; or
(
c) the reporting issuer has issued a second class of equity securities that, to a
reasonable person, appears to entitle the owners of securities of that
second class to participate in the earnings or assets of the reporting issuer
to a greater extent, on a per security basis, than the owners of the first
class of equity securities;
"restricted security term" means each of the terms "non-voting security",
"subordinate voting security" and "restricted voting security";
"restricted voting security" means a restricted security that carries a right to
vote subject to a restriction on the number or percentage of securities that may
be voted by one or more persons or companies, unless the restriction is
(
a) permitted or prescribed by statute; and
(
b) is applicable only to persons or companies that are not citizens or
residents of Canada or that are otherwise considered as a result of any law
applicable to the reporting issuer to be non-Canadians;
"reverse takeover" means a transaction by which an enterprise obtains
ownership of the securities of another enterprise but, as part of the transaction,
issues enough voting securities as consideration that control of the combined
enterprise passes to the securityholders of the acquired enterprise;
"reverse takeover acquiree" means the legal parent, as that term is used in the
Handbook, in a reverse takeover;
"reverse takeover acquirer" means the legal subsidiary, as that term is used in
the Handbook, whose securityholders control the combined enterprise as a
result of a reverse takeover;
"SEC issuer" means a reporting issuer that
(
a) has a class of securities registered under
section 12 of the 1934 Act or is
required to file reports under
section 15(
d) of the 1934 Act; and
(
b) is not registered or required to be registered as an investment company
under the Investment Company Act of 1940 of the United States of
America, as amended;
"solicit", in connection with a proxy, includes
(
a) requesting a proxy whether or not the request is accompanied by or
included in a form of proxy;
(
b) requesting a securityholder to execute or not to execute a form of proxy or
to revoke a proxy;
(
c) sending a form of proxy or other communication to a securityholder under
circumstances that to a reasonable person will likely result in the giving,
withholding or revocation of a proxy; or
(
d) sending a form of proxy to a securityholder by management of a reporting
issuer;
but does not include
(
e) sending a form of proxy to a securityholder in response to a unsolicited
request made by or on behalf of the securityholder; or
(
f) performing ministerial acts or professional services on behalf of a person
or company soliciting a proxy;
"subordinate voting security" means a restricted security that carries a right to
vote, if there are securities of another class outstanding that carry a greater
right to vote on a per security basis;
"transition year" means the financial year of a reporting issuer in which the
issuer changes its financial year-end;
"U.S. GAAP" means generally accepted accounting principles in the United
States of America that the SEC has identified as having substantial
authoritative support and as supplemented by Regulation S-X and Regulation
S-B under the 1934 Act;
"U.S. laws" means the 1933 Act, the 1934 Act, all enactments made under
those Acts and all SEC releases adopting the enactments, as amended;
"U.S. marketplace" means an exchange registered as a "national securities
exchange" under
section 6 of the 1934 Act, or the Nasdaq Stock Market; and
"venture issuer" means a reporting issuer that, as at the applicable time, did not
have any of its securities listed or quoted on any of the Toronto Stock
Exchange, a U.S. marketplace or a marketplace outside of Canada and the
United States of America; where the "applicable time" in respect of
(
a) Parts 4 and 5 of this Instrument and Form 51-102F1, is the end of the
applicable financial period;
(
b) Parts 6 and 9 of this Instrument and Form 51-102F6, is the end of the
most recently completed financial year;
(
c) Part 8 of this Instrument and Form 51-102F4, is the date of acquisition;
and
(
d) section 11.3 of this Instrument, is the date of the meeting of the
securityholders.
PART 2 APPLICATION
2.1 Application
This Instrument does not apply to an investment fund.
PART 3 LANGUAGE OF DOCUMENTS
(1) A person or company must file a document required to be filed under this
(2) Despite subsection (1), if a person or company files a document only in French
the other language, the person or company must file that other version not later
than when it is first delivered to securityholders.
(3) In Qu‚bec, a reporting issuer must comply with linguistic obligations and
rights prescribed by Qu‚bec law.
PART 4 FINANCIAL STATEMENTS
4.1 Comparative Annual Financial Statements and Auditor's Report
(1) Subject to subsection 4.8(6), a reporting issuer must file annual financial
statements that include
(
a) an income statement, a statement of retained earnings, and a cash flow
statement for
(
i) the most recently completed financial year; and
(ii) the financial year immediately preceding the most recently completed
financial year, if any;
(
b) a balance sheet as at the end of each of the periods referred to in
paragraph (a); and
(
c) notes to the financial statements.
(2) Annual financial statements filed under subsection (1) must be accompanied
by an auditor's report.
4.2 Filing Deadline for Annual Financial Statements
The annual financial statements and auditor's report required to be filed under
section 4.1 must be filed
(
a) in the case of a reporting issuer other than a venture issuer, on or before
the earlier of
(
i) the 90th day after the end of its most recently completed financial
year; and
(ii) the date of filing, in a foreign jurisdiction, annual financial statements
for its most recently completed financial year; or
(
b) in the case of a venture issuer, on or before the earlier of
(
i) the 120th day after the end of its most recently completed financial
year; and
(ii) the date of filing, in a foreign jurisdiction, annual financial statements
for its most recently completed financial year.
4.3 Interim Financial Statements
(1) A reporting issuer must file,
(
a) if it has not completed its first financial year, interim financial statements
for the interim periods of the reporting issuer's current financial year
other than a period that is less than three months in length; or
(
b) if it has completed its first financial year, interim financial statements for
the interim periods of the reporting issuer's current financial year.
(2) Subject to subsections 4.7(4), 4.8(7) and 4.8(8), the interim financial
statements required to be filed under subsection (1) must include
(
a) a balance sheet as at the end of the interim period and a balance sheet as at
the end of the immediately preceding financial year, if any;
(
b) an income statement, a statement of retained earnings and a cash flow
statement, all for the year-to-date interim period, and comparative
financial information for the corresponding interim period in the
immediately preceding financial year, if any;
(
c) for interim periods other than the first interim period in a reporting
issuer's financial year, an income statement and cash flow statement for
the three month period ending on the last day of the interim period and
comparative financial information for the corresponding period in the
preceding financial year, if any; and
(
d) notes to the financial statements.
(3) Disclosure of Auditor Review of Interim Financial Statements
(
a) If an auditor has not performed a review of the interim financial
statements required to be filed under subsection (1), the interim financial
statements must be accompanied by a notice indicating that the financial
statements have not been reviewed by an auditor.
(
b) If a reporting issuer engaged an auditor to perform a review of the interim
financial statements required to be filed under subsection (1) and the
auditor was unable to complete the review, the interim financial
statements must be accompanied by a notice indicating that the auditor
was unable to complete a review of the interim financial statements and
the reasons why the auditor was unable to complete the review.
(
c) If an auditor has performed a review of the interim financial statements
required to be filed under subsection (1) and the auditor has expressed a
reservation in the auditor's interim review report, the interim financial
statements must be accompanied by a written review report from the
auditor.
(4) SEC Issuer - Restatement of Interim Financial Statements
If an SEC issuer
(
a) has filed interim financial statements prepared in accordance with
Canadian GAAP for one or more interim periods since its most recently
completed financial year for which financial statements have been filed;
and
(
b) prepares its annual or interim financial statements for the period
immediately following the periods referred to in paragraph (
a) in
accordance with U.S. GAAP,
the SEC issuer must
(
c) restate the interim financial statements for the periods referred to in
paragraph (
a) in accordance with U.S. GAAP and comply with the
reconciliation requirements set out in
Part 4 of National Instrument 52-
107 Acceptable Accounting Principles, Auditing Standards and Reporting
Currency; and
(
d) file the restated financial statements referred to in paragraph (
c) by the
filing deadline for the financial statements referred to in paragraph (b).
4.4 Filing Deadline for Interim Financial Statements
The interim financial statements required to be filed under subsection 4.3(1)
must be filed
(
a) in the case of a reporting issuer other than a venture issuer, on or before
the earlier of
(
i) the 45th day after the end of the interim period; and
(ii) the date of filing, in a foreign jurisdiction, interim financial
statements for a period ending on the last day of the interim period;
(
b) in the case of a venture issuer, on or before the earlier of
(
i) the 60th day after the end of the interim period; and
(ii) the date of filing, in a foreign jurisdiction, interim financial
statements for a period ending on the last day of the interim period.
4.5 Approval of Financial Statements
(1) The financial statements a reporting issuer is required to file under
section 4.1
must be approved by the board of directors before the statements are filed.
(2) The financial statements a reporting issuer is required to file under
section 4.3
must be approved by the board of directors before the statements are filed.
(3) In fulfilling the requirement in subsection (2), the board of directors may
delegate the approval of the financial statements to the audit committee of the
board of directors.
4.6 Delivery of Financial Statements
(1) Subject to subsection (2), a reporting issuer must send annually a request form
to the registered holders and beneficial owners of its securities, other than debt
instruments, that the registered holders and beneficial owners may use to
request a copy of the reporting issuer's annual financial statements and
MD&A for the annual financial statements, the interim financial statements
and MD&A for the interim financial statements, or both.
(2) For the purposes of subsection (1), the reporting issuer must, applying the
procedures set out in National Instrument 54-101 Communication with
Beneficial Owners of Securities of a Reporting Issuer, send the request form to
the beneficial owners of its securities who are identified under that Instrument
as having chosen to receive all securityholder materials sent to beneficial
owners of securities.
(3) If a registered holder or beneficial owner requests the reporting issuer's annual
or interim financial statements, the reporting issuer must send a copy of the
requested financial statements to the person or company that made the request,
without charge, by the later of
(
a) the filing deadline for the financial statements requested; and
(b) 10 calendar days after the issuer receives the request.
(4) A reporting issuer is not required to send copies of annual or interim financial
statements under subsection (3) that were filed more than two years before the
issuer receives the request.
(5) Subsection (1) and the requirement to send annual financial statements under
subsection (3) do not apply to a reporting issuer that sends its annual financial
statements to all its securityholders, other than holders of debt instruments.
(6) If a reporting issuer sends financial statements under this section, the reporting
issuer must also send, at the same time, the annual or interim MD&A relating
to the financial statements.
4.7 Filing of Financial Statements After Becoming a Reporting Issuer
(1) Despite any provisions of this Part other than subsections (2), (3) and (4) of
this section, the first annual and interim financial statements that a reporting
issuer must file under sections 4.1 and 4.3 are the financial statements for the
financial year and interim periods immediately following the periods for which
financial statements were included in a document filed
(
a) that resulted in the issuer becoming a reporting issuer; or
(
b) in respect of a transaction that resulted in the issuer becoming a reporting
issuer.
(2) If, under subsection (1), a reporting issuer is required to file annual financial
statements for a financial year that ended before the issuer became a reporting
issuer, those financial statements must be filed on or before the later of
(
a) the 20th day after the issuer became a reporting issuer; and
(
b) the filing deadline in
section 4.2.
(3) If, under subsection (1), a reporting issuer is required to file interim financial
statements for an interim period that ended before the issuer became a
reporting issuer, those financial statements must be filed on or before the later
(
a) the 10th day after the issuer became a reporting issuer; and
(
b) the filing deadline in
section 4.4.
(4) A reporting issuer is not required to provide comparative interim financial
information for periods that ended before the issuer became a reporting issuer
(
a) to a reasonable person it is impracticable to present prior-period
information on a basis consistent with subsection 4.3(2);
(
b) the prior-period information that is available is presented; and
(
c) the notes to the interim financial statements disclose the fact that the
prior-period information has not been prepared on a basis consistent with
the most recent interim financial information.
4.8 Change in Year-End
(1) Exemption from Change in Year-End Requirements - This
section does
not apply to an SEC issuer if
(
a) it complies with the requirements of U.S. laws relating to a change of
fiscal year; and
(
b) it files a copy of all materials required by U.S. laws relating to a change of
fiscal year at the same time as, or as soon as practicable after, they are
filed with or furnished to the SEC and, in the case of financial statements,
no later than the filing deadlines prescribed under sections 4.2 and 4.4.
(2) Notice of Change - If a reporting issuer decides to change its financial year-
end by more than 14 days, it must file a notice containing the information set
out in subsection (3) as soon as practicable, and, in any event, not later than the
earlier of
(
a) the filing deadline, based on the reporting issuer's old financial year-end,
for the next financial statements required to be filed, either annual or
interim, whichever comes first; and
(
b) the filing deadline, based on the reporting issuer's new financial year-end,
for the next financial statements required to be filed, either annual or
interim, whichever comes first.
(3) The notice referred to in subsection (2) must state
(
a) that the reporting issuer has decided to change its year-end;
(
b) the reason for the change;
(
c) the reporting issuer's old financial year-end;
(
d) the reporting issuer's new financial year-end;
(
e) the length and ending date of the periods, including the comparative
periods, of the interim and annual financial statements to be filed for the
reporting issuer's transition year and its new financial year; and
(
f) the filing deadlines, prescribed under sections 4.2 and 4.4, for the interim
and annual financial statements for the reporting issuer's transition year.
(4) Maximum Length of Transition Year - For the purposes of this section,
(
a) a transition year must not exceed 15 months; and
(
b) the first interim period after an old financial year must not exceed four
months.
(5) Interim Period Ends Within One Month of Year-End - Despite paragraph
4.3(1)(b), a reporting issuer is not required to file interim financial statements
for any period in its transition year that ends within one month
(
a) after the last day of its old financial year; or
(
b) before the first day of its new financial year.
(6) Comparative Financial Information in Annual Financial Statements for
New Financial Year - If a transition year is less than nine months in length,
the reporting issuer must include as comparative financial information to its
financial statements for its new financial year
(
a) a balance sheet and income statement, a statement of retained earnings
and a cash flow statement for its transition year; and
(
b) a balance sheet and income statement, a statement of retained earnings
and a cash flow statement for its old financial year.
(7) Comparative Financial Information in Interim Financial Statements if
Interim Periods Not Changed in Transition Year - If interim periods for the
reporting issuer's transition year end three, six, nine or twelve months after the
end of its old financial year, the reporting issuer must include
(
a) as comparative financial information in its interim financial statements
during its transition year, the comparative financial information required
by subsection 4.3(2), except if an interim period during the transition year
is 12 months in length and the reporting issuer's transition year is longer
than 13 months, the comparative financial information must be the
balance sheet and income statement, statement of retained earnings and
cash flow statement for the 12 month period that constitutes its old
financial year; and
(
b) as comparative financial information in its interim financial statements
during its new financial year
(
i) a balance sheet as at the end of its transition year; and
(ii) the income statement, statement of retained earnings and cash flow
statement for the periods in its transition year or old financial year,
for the same calendar months as, or as close as possible to, the
calendar months in the interim period in the new financial year.
(8) Comparative Financial Information in Interim Financial Statements if
Interim Periods Changed in Transition Year - If interim periods for a
reporting issuer's transition year end twelve, nine, six or three months before
the end of the transition year, the reporting issuer must include
(
a) as comparative financial information in its interim financial statements
during its transition year
(
i) a balance sheet as at the end of its old financial year; and
(ii) the income statement, statement of retained earnings and cash flow
statement for periods in its old financial year, for the same calendar
months as, or as close as possible to, the calendar months in the
interim period in the transition year; and
(
b) as comparative financial information in its interim financial statements
during its new financial year
(
i) a balance sheet as at the end of its transition year; and
(ii) the income statement, statement of retained earnings and cash flow
statement in its transition year or old financial year, or both, as
appropriate, for the same calendar months as, or as close as possible
to, the calendar months in the interim period in the new financial
year.
4.9 Change in Corporate Structure
If a reporting issuer is party to an amalgamation, arrangement, merger,
winding-up, reverse takeover, reorganization or other transaction that will result in
(
a) the reporting issuer ceasing to be a reporting issuer;
(
b) another entity becoming a reporting issuer;
(
c) a change in the reporting issuer's financial year end; or
(
d) a change in the name of the reporting issuer,
the issuer must, as soon as practicable, and in any event not later than the deadline for
the first filing required under this Instrument following the transaction, file a notice
stating
(
e) the names of the parties to the transaction;
(
f) a description of the transaction;
(
g) the effective date of the transaction;
(
h) the names of each party, if any, that ceased to be a reporting issuer
subsequent to the transaction and of each continuing entity;
(
i) the date of the reporting issuer's first financial year-end subsequent to the
transaction; and
(
j) the periods, including the comparative periods, if any, of the interim and
annual financial statements required to be filed for the reporting issuer's
first financial year subsequent to the transaction.
4.10 Reverse Takeovers
(1) Change in Year End - If a reporting issuer must comply with
section 4.9
because it was a party to a reverse takeover, the reporting issuer must comply
with
section 4.8 unless
(
a) the reporting issuer had the same year-end as the reverse take