Alberta Gazette, Part I — Tuesday, January 15, 2013

Tuesday, January 15, 2013

Alberta — Gazette

The Alberta Gazette

Part I

Vol. 109 Edmonton, Tuesday, January 15, 2013 No. 01

GOVERNMENT NOTICES

Agriculture 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 Bow River Irrigation District, I hereby request that the Irrigation

Secretariat forward a certified copy of this notice to the Registrar for Land Titles for

the purposes of registration under

section 22 of the Land Titles Act and arrange for

notice to be published in the Alberta Gazette.

The following parcels of land should be added to the irrigation district and the

notation added to the certificate of title:

LINC Number

Short Legal Description as shown on title

Title Number

0022 137 921

S.E. 18-19-21-W4M

041 344 882

0031 059 538

S.W. 18-19-21-W4M

051 168 235

I certify the procedures required under

part 4 of the Irrigation Districts Act have been

completed and the area of the Bow River Irrigation District should be changed

according to the above list.

Rebecca Fast, Office Administrator,

Irrigation Secretariat.

______________

On behalf of the St. Mary River Irrigation District, I hereby request that the

Irrigation Secretariat forward a certified copy of this notice to the Registrar for 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

0035 045 468

1113571;2;3

111 336 976

0035 045 451

9710410;2;2

111 318 370+1

I certify the procedures required under

part 4 of the Irrigation Districts Act have been

completed and the area of the St. Mary River Irrigation District should be changed

according to the above list.

Rebecca Fast, Office Administrator,

Irrigation Secretariat.

Culture

Decisions on Geographical Names

(Historical Resources Act)

Notice is hereby given that pursuant to

Section 18, Subsection 3 of the Historical

Resources Act the following decisions on geographical names were duly authorized

on November 19, 2012.

APPROVED

NTS Map Sheet 83 B/1 - "Markerville"

Adams Lake

(lake)

Located at:

Sec.3, Twp. 36, Rge. 4, W5

(52ø 04' 05? N & 114ø 29' 05?

W) Approximately 2 km south of Raven and 35 km west of Innisfail

The name of this 67 hectare water feature commemorates David Arthur and Julia

Marie Adams (nee Hedlund) who were homesteaders on land adjacent to the lake. In

1902, at Lakota, North Dakota, David Adams, of Stratford, Ontario (or possibly

Glasgow, Scotland) married Julia Hedlund, of Chippewa County, Minnesota. In 1913,

after living for short periods of time with David's family in Birtle, Manitoba, and on

their own in British Columbia (Mission and Vancouver) and Calgary before settling

in the Raven District. They filed for homestead at NW2-36-4-W5, which is located on

the eastern shore of this small body of water. David served briefly with the 187th

(Central Alberta) Regiment during the First World War. Following the war, he

continued farming until most of the family's older children left for their own farms

and businesses in the neighbouring districts and towns. David and Julia Adams left

the farm and moved to Calgary where David died in 1942 and Julia in 1966. The lake

adjacent to their homestead was popular amongst local children for skating and has

been known locally as "Adams Lake" since the 1920s, possibly earlier. In 2011, a

local resident proposed that this long-standing local name be made official. Field

research conducted in 1981 found that the lake was named for David Adams and that

the lake was also known as "Windy Lake," allegedly a reference to David Adams'

nickname "Windy."

Signed 10th day of October, A.D. 2012

Carolee Pollock, Chair

Alberta Historical Resources Foundation

Signed 19th day of November, A.D. 2012

Heather Klimchuk, Minister

Culture

Energy

Production Allocation Unit Agreement

(Mines and Minerals Act)

Notice is hereby given, pursuant to

section 102 of the Mines and Minerals Act, that

the Minister of Energy on behalf of the Crown has executed counterparts of the

agreement entitled "Production Allocation Unit Agreement - Bakken Agreement"

and that the Unit became effective on July 1, 2012.

Notice is hereby given, pursuant to

section 102 of the Mines and Minerals Act, that

the Minister of Energy on behalf of the Crown has executed counterparts of the

agreement entitled "Production Allocation Unit Agreement - Enchant Glauconitic

Agreement No. 2" and that the Unit became effective on March 1, 2012.

Notice is hereby given, pursuant to

section 102 of the Mines and Minerals Act, that

the Minister of Energy on behalf of the Crown has executed counterparts of the

agreement entitled "Production Allocation Unit Agreement - Provost Dina

Agreement No. 2" and that the Unit became effective on August 1, 2012.

Unit Agreement

(Mines and Minerals Act)

Notice is hereby given, pursuant to

section 102 of the Mines and Minerals Act, that

the Minister of Energy on behalf of the Crown has executed counterparts of the

agreement entitled "Unit Agreement - Edson Viking D Gas Storage Unit" with

respect to M5 R19 T055: 3;4, and that the enlargement became effective on

December 1, 2012.

Enterprise and Advanced Education

Hosting Expenses Exceeding $600.00

For the Period April 1, 2012 to June 30, 2012

Function Name: Regional Economic Development Alliances (REDA) Chairs and

Managers Meeting

Date(s): May 5, 2012

Amount: $1,991.48

Purpose: An opportunity for REDA chairs and Managers to engage in ongoing

dialogue with senior officials and staff to discuss opportunities for collaboration.

Approximately 26 attendees.

Location: Leduc, Alberta

Function Name: Alberta Research and Innovation Authority (ARIA) Breakfast

Meeting with Siemens

Date(s): June 6, 2012

Amount: $607.25

Purpose: ARIA Meeting with Siemens officials to discuss "Pictures of the Future"

focusing on major global trends, the processes used to create it and future

collaboration opportunities. Approximately 30 attendees.

Location: Edmonton, Alberta

Function Name: Alberta Research and Innovation Authority (ARIA) Board Dinner

Date(s): June 6, 2012

Amount: $1,225.16

Purpose: ARIA Board Dinner to develop ongoing research and innovation advice for

the minister of Enterprise and Advanced Education. Approximately 18 attendees.

Location: Edmonton, Alberta

Function Name: Alberta Research and Innovation Authority (ARIA) Oil Sands Tour

Date(s): June 12, 2012

Amount: $788.93

Purpose: Oilsands tour for board members and invited guests including lunch as part

of their annual face to face meeting. Approximately 25 attendees.

Location: Fort McMurray, Alberta

* The date shown is the date of the hosting function; however, these hosting expenses

were paid during the period April 1, 2012-June 30, 2012.

Environment and Sustainable Resource Development

Alberta Land Stewardship Act

S.A. 2009, c. A-26.8, as amended

MINISTERIAL ORDER

40/2012

VARIANCE

PURSUANT TO

section 15.1 of the Alberta Land Stewardship Act, S.A. 2009, c. A-

26.8, as amended, (the "Act"), I, Diana McQueen, Minister of Environment and

Sustainable Resource Development and Stewardship Minister responsible for the Act,

have considered the application for a variance made by Cenovus FCCL Ltd. (the

"Applicant") on November 16, 2012. The Applicant applied for a variance to the

Lower Athabasca Regional Plan (Order in Council 268/2012) to complete additional

wells, access roads, pipelines, and associated surface facilities related to a saline

water disposal scheme at pad site RD2 at 13-34-76-03 W4M (MSL 083668) and well

site RD3 at 13-03-77-03 W4M (MSL 083666) situated within the Dillon River

Conservation Area, as established under the Lower Athabasca Regional Plan.

I am of the opinion that:

a) the variance is consistent with the purposes of this Act;

b) the variance is not likely to diminish the spirit and intent of the Lower

Athabasca Regional Plan; and

c) refusal to grant the variance would result in unreasonable hardship to the

Applicant without an offsetting benefit to the overall public interest.

Therefore, pursuant to

section 15.1 of the Act, I hereby issue a variance upon the

Dated at the City of Edmonton, in the Province of Alberta this 18th day of December,

Diana McQueen

Minister of Environment and

Sustainable Resource Development

SCHEDULE 1

The Applicant is hereby granted a variance under the Act to complete additional

wells, access roads, pipelines, and associated surface facilities related to a saline

water disposal scheme at pad site RD2 at 13-34-76-03 W4M (MSL 083668) and well

site RD3 at 13-03-77-03 W4M (MSL 083666), subject to the following terms and

conditions:

1. The Applicant is responsible for obtaining all necessary approvals from any other

regulatory agency (federal or provincial) to construct and operate all facilities

and infrastructure at or related to pad site RD2 at 13-34-76-03 W4M and well

site RD3 at 13-03-77-03 W4M.

2. The Applicant acknowledges that its pad sites RD4 and RD5, also within the

Dillon River Conservation Area, are no longer required and will not be

developed. The Applicant will not seek nor be granted a variance under the Act

with respect to RD4 and RD5.

3. This variance expires with the Applicant's Approval No. 48522-01-00, as

amended, under the Environmental Protection and Enhancement Act, R.S.A.

2000, c. E-12, as amended, for the Christina Lake Thermal Project Expansion

Phases 1E, 1F & 1G.

Notice of Variation Order 19-2012

Commercial Fishing Seasons

The close times and quotas set out in

Schedule 8 to the Alberta Fishery Regulations,

1998 in respect of the waters listed in the

Schedule to this Notice have been varied by

Variation Order 19-2012 by the Director of Fisheries Management in accordance with

section 3 of the Alberta Fishery Regulations, 1998.

Where fishing with gill nets is permitted during an open season established by the

Order, the gill net mesh size has been specified in the Order.

Pursuant to Variation Order 19-2012 commercial fishing is permitted in accordance

with the following schedule.

SCHEDULE

PART 1

Item - 3

Column 1 Waters - In respect of:

(9.1) Buck Lake (46-5-W5) - excluding the

following portions: - that portion south of a line drawn from the northernmost point of

land in NW11-46-6-W5 to the northernmost point of land in NW12-46-6-W5; - that

portion south of a line drawn from the northernmost point of land in NW12-46-6-W5

to the nearest point of land in SE13-46-6-W5; - that portion east of a line drawn from

the westernmost point of land in SW25-46-6-W5 to the point where the northern

shoreline is intersected by the western boundary of 36-46-6-W5

Column 2 Gear - Gill net not less than 152 mm mesh

Column 3 Open Time - 08:00 hours January 3, 2013 to 16:00 hours January 4, 2013.

Column 4 Species and Quota - 1) Lake whitefish: 20,000 kg; 2) Walleye: 250 kg; 3)

Yellow perch: 250 kg; 4) Northern pike: 250 kg; 5) Tullibee: 1 kg; 6) Lake trout: 1

kg.

Item - 3

Column 1 Waters - In respect of:

(54.1) Lac Ste. Anne (55-3-W5) - excluding that

portion southeast of a line drawn from the water tower in Gunn Townsite to the point

of land in 10-20-54-3-W5

Column 2 Gear - Gill net not less than 140 mm mesh

Column 3 Open Time - 08:00 hours March 4, 2013 to 16:00 hours March 8, 2013.

Column 4 Species and Quota - 1) Lake whitefish: 45,000 kg; 2) Walleye: 450 kg; 3)

Yellow perch: 900 kg; 4) Northern pike: 550 kg; 5) Tullibee: 1 kg; 6) Lake trout: 1

kg.

Item - 3

Column 1 Waters - In respect of:

(84) Pigeon Lake (47-1-W5) - excluding the

following portions:

i) that portion west of a line from the point of land where the

eastern most boundary of SW30-47-1-W5 meets the water line to the Pigeon Lake

Provincial Park boat launch in NE6-47-1-W5; and ii) all waters less than 8.0 meters

(26.2 feet) in depth.

Column 2 Gear - Gill net not less than 152 mm mesh

Column 3 Open Time - 08:00 hours January 21, 2013 to 16:00 hours January 25,

Column 4 Species and Quota - 1) Lake whitefish: 50,000 kg; 2) Walleye: 750 kg; 3)

Yellow perch: 500 kg; 4) Northern pike: 1,300 kg; 5) Tullibee: 1 kg; 6) Lake trout: 1

kg.

Justice and Solicitor General

Cancellation of Qualified Technician Appointment

(Intoxilyzer 5000C)

Edmonton Police Service

Galvin, Kevin Patrick

Garrick, Joanne Elizabeth

Garstad, Mark Kevin

Garstad, Kevin Mark

Giroux, Daren Roger

Glasgow, Carol Louise

Glena, John William

Gnauck, Daryl Reinhard

Goeson, Bradley

Going, Rochelle Mona

Golab, Anthony Charles Michael

Golda, Selene Colette

Gon, Thomas Melford

Goodacre, Carmen Michelle

Gregory, Paul David

Gretz, Elizabeth Anne

Grewal, Harjinder Singh

Gushnowski, Melony Jane

Gushnowski, Wade Edward

Hamm, Franklin Wayne

Harder, James Rodney

Hasham, Alex Sherali

Hassel, Robert Allen

Hawrish, Cameron John

Hawthorne, David Earl

Hayduk, Christopher Daniel

Hennig, Paul Richard

Hempstock, Angela Christine

Hermanutz, Trevor Joseph

Hickey, Robert Joseph Raymond

Hinecker, Douglas Fredrick

Hiob, Gerhard Harry

Hoddinott, Bruce Thomas

Hogg, Graham Andrew

Hoglund, Andrew Charles

Holm, Clinton David

Hooper, James Robert

Horne, William Otis

Hughan, Colin John

Hunter, Duane John

Hutchinson, Richard Le Roy

Innes, Terrance Allen

Jacobsen, Troy Glenn

Johnson, Dale Albert

Johnson, Keith Gerald

Johnston, Catherine Ann

Johnston, Martin Raymond

John-Verghese, Daizy

Jones, Derek Eldon

Jubinville, Denis Jean Joseph

Kassian, Mark Daniel

Keller, Edward

Kelm, Karsten Albert Rudolf

Kerr, Billy Jay

Kightley, Donald Wallace

Kinahan, Brian Robert

Kinoshita, Kenji

Kline, Bradley James

Korek, Douglas Frank

Kostal, Jan Stewart

Kotyk, Wayne Peter

Kowalyk, Apollo Keith

Krischanowski, Carmen Neil

Kristensen, Flemming Leigh

Kubitza, Mark

Kushniruk, Darrell Russell

Kvaale, Jeffery Dean

Laforce, Devin Brian

Lai, Derek Zhen-Hui

Lakusta, Dwayne Michael

Lamb, John William Andrew

Larose, Valory Ann

Lautischer, Pierre Eric

Lawczynski, Bartosz

Laycock, Gregory Scott

Laycock, Todd Douglas

Lerner, Richard Joseph

Levesque, Steven

Lewis, Brent William

Lewis, Joseph Mark

Loxterkamp, Randall Scott

Loxterkamp, Shane John

(Date of Cancellation December 14, 2012)

Edmonton Police Service

Macdonald, James Eugene

Macneil, Wallace James

Mah, Ken Toon Keung

Mah, Lisa

Mahoney, Daryl James

Marcinyshyn, Patricia Joanne

Maron, Barry Allen

Matthews, Stephen Frederick

Martens, Richard Earl

Martynuik, Renee Darlene

Maschmeyer, Murray Wayne

Mccloskey, Kevin Michael

Mcdonell, Ian Guy

Mclean, Cliff

Mcknight, Ian Vern

Mctaggart, Jeffrey Gordon Edward

Meads, Garry Lee

Metselaar, Frank

Middleton, Paul James

Mikaluk, William John

Miller, Quentin Leigh

Milke, Michelle Marie

Milley, Clifford Dale

Milner, Martin Andrew

Minten, Jeffrey Stephen

Mitchell, Terry Grant

Mittelsteadt, Geoffrey Allan

Mitzerl, Jason Ronald

Moffat, Fiona Petra

Montpetit, Dennis Patrick

Mora, Maureen Alice

Morgan, Michael Trevor

Moore, Dale

Murphy, Alan Lawrence

Nealon, James Joseph

Neumeier, Kevin Wade

Ng, Hughs Hui Gee

Nicolajsen, Palle

Ohman, Isabel Karen

Palamattam, Shaji Philip

Parker, Samantha

Parr, Mark Andrew

Pelech, David Evon

Perry, Simon George

Phillips, Michael Douglas

Plomp, Robin John

Plumite, Gunars Imants

Prill, David Arthur

Resler, Jeffrey David

Rocchio, Terrence Michael

Ropchan, Douglas Michael Lloyd

Rutledge, Robert John

Ryan, Timothy Michael

Schening, David Joseph

Scherr, Darryl Wade

Segin, Adam Kenneth

Service, Daniel Bond

Short, Gary Allan

Sinclair, Paul Michael

Slemko, Joseph Allan

Smart, Wayne Anthony

Smith, Colin Gerry

Smith, Darren Robert

Smyth, James Reginald

Smithman, Ronald Kevin

Spear, Joseph Robert

Spinks, William Michael

Storey, Dennis Albert

Stark, Glenn Steele

Stewart, Richard Ronald

Stokker, John Stephen

Surmon, Patrick Kelly

Tessier, Gilbert Louis

Thiessen, Richard John

Thomson, David Allan

Tolson, Peter

Toner, Brian Wilson

Towey, Alan

Van Beek, Johannes Albertus

Vanderland, James Michael

Vegh, Jody Brent

Vicen, David Harry

Vonkeman, Allan Henry

Wallator, Douglas James

Walkeden, David John

Walker, Thomas Jon

Warawa, James Darren

Watson, William Francis

Wegert, Wade Talbot

West, Douglas Allen

Whittaker, Joel Derrick

Wickins, Randolph Charles

Wilde, Todd Ralph

Wilde, Eric Bernard

Williams, Colleen Lesley

Willits, Gary Daniel

Worock, Larry Peter

Wozniak, Brian David

Yacey, Darryl Leonard

Yarmuch, David Allan

Yum, Simon Siu Mun

Zacharuk, Michael Gene

Zatylny, Gerry Anthone

Zenari, Riccardo

Zielie, Cody Charles

Zielie, Steven Kenneth

Zmurchyk, Frederick Joseph

(Date of Cancellation December 17, 2012)

Edmonton Police Service

Andrews, Natasha Elizabeth

Kaye, Barry Wayne

Lafreniere, Kimberly Todd

Lavoie, Jean-Guy

Mah, Stanley Thomas

Mahler, Harold Edgar

Meikle, Kimberley Ann

Minarchi, Steven Michael

Monson, David V.

Mooney, Colleen Elizabeth

Morrison, Adam Bradley

Moschansky, Conrad George

Mcleod, James Charles

Mc Niven, Franklin Donald

Nash, Jerome Paul

Novak, Gregory William

Pagnucco, Bret Cameron

Pallas, Thomas Patrick

Schell, Bruce David

Schroderus, Penny-Laine

Seville, Sean Harley

Shipka, Dean William

Smart, Collin Blair

Steil, Uwe

Symes, Gregory Wayne

Taylor, Kevin Drew

Taylor, Robert Melvin

Taylor, Ross James Mcpherson

Topping, John Arthur

Trudel, Mary Dolores Claire

Tuttle, Vernon Edward

Waine, Aaron Leo

Ward, George Richard

Visscher, Natasha Elizabeth

(Date of Cancellation December 18, 2012)

Designation of Qualified Technician Appointment

(Intoxilyzer 5000C)

Royal Canadian Mounted Police

Almusa, Carl Edward

Banks, Michael Paul

Bjornson, Fraser Egill

Bond, Jeffrey James

Courtney, Jaden James

Decoste, Eric Joseph Martin

Frehlich, Dana Erin

Gillman, Blair Ronald

Hendry, Gregory James

Lawson, Brent Richard

Manuel, Steffan Kayward

Mills, Daniel Edward

Morin, Nicholas Marc Mathieu

Polzer, Mark Jonathan

Robertson, Jamie Michael

Schram, Bradley Scott

Sikorski, Kelly Edward

Simard, Donald Michel

Sokoloski, Melanie Dawn

Waites, Jeffery Scott

(Date of Designation December 11, 2012)

Safety Codes Council

Municipal Accreditation

(Safety Codes Act)

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Village of Caroline, Accreditation No. M000163, Order No. 2868

administer the Safety Codes Act within the Municipality's boundaries in accordance

with the approved Uniform Quality Management Plan for the discipline of Building

Consisting of all parts of the Alberta Building Code including applicable Alberta

amendments and regulations.

Accredited Date: December 14, 2012 Issued Date: December 14, 2012.

_______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Village of Caroline, Accreditation No. M000163, Order No. 2689

administer the Safety Codes Act within the Municipality's boundaries in accordance

with the approved Uniform Quality Management Plan for the discipline of Electrical

Consisting of all parts of the Canadian Electrical Code, Code for Electrical

Installations at Oil and Gas Facilities and Alberta Electrical Utility Code including

applicable Alberta amendments and regulations.

Accredited Date: December 14, 2012 Issued Date: December 14, 2012.

______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Village of Caroline, Accreditation No. M000163, Order No. 2870

administer the Safety Codes Act within the Municipality's boundaries in accordance

with the approved Uniform Quality Management Plan for the discipline of Gas

Consisting of all parts of the Natural Gas and Propane Installation Code and Propane

Storage and Handling Code, including applicable Alberta amendments and

regulations.

Accredited Date: December 14, 2012 Issued Date: December 14, 2012.

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Village of Caroline, Accreditation No. M000163, Order No. 2871

administer the Safety Codes Act within the Municipality's boundaries in accordance

with the approved Uniform Quality Management Plan for the discipline of Plumbing

Consisting of all parts of the National Plumbing Code and Alberta Private Sewage

Systems Standard of Practice, including applicable Alberta amendments and

regulations.

Accredited Date: December 14, 2012 Issued Date: December 14, 2012.

Alberta Securities Commission

NATIONAL INSTRUMENT 51-102 CONTINUOUS DISCLOSURE

OBLIGATIONS

AMENDING INSTRUMENT

(Securities Act)

Made as a rule by the Alberta Securities Commission on October 10, 2012 pursuant to

sections 223 and 224 of the Securities Act.

AMENDMENTS TO

NATIONAL INSTRUMENT 51-102

CONTINUOUS DISCLOSURE OBLIGATIONS

1. National Instrument 51-102 Continuous Disclosure Obligations is amended by

this Instrument.

Section 1.1 is amended by adding the following

definitions:

"corporate law" has the same meaning as in

section 1.1 of NI 54-101;

"notice-and-access" has the same meaning as in

section 1.1 of NI 54-101;

"proxy-related materials" means securityholder material relating to a

meeting of securityholders that a person or company that solicits proxies is

required under corporate law or securities legislation to send to the

registered holders or beneficial owners of the securities;

"special meeting" has the same meaning as in

section 1.1 of NI 54-101;

"special resolution" has the same meaning as in

section 1.1 of NI 54-101;

"stratification" has the same meaning as in

section 1.1 of NI 54-101;.

Section 4.6 of National Instrument 51-102 is amended by

(

a) replacing subsection (1) with the following:

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 any of the following:

(

a) a paper copy of the reporting issuer's annual financial

statements and MD&A for the annual financial statements;

(

b) a copy of the reporting issuer's interim financial reports and

MD&A for the interim financial reports., and

(

b) replacing "two years" in subsection (4) with "one year".

4. The Instrument is amended by adding the following sections:

9.1.1 Notice-and-Access -

(1) A person or company soliciting proxies may

use notice-and-access to send proxy-related materials to a registered

holder of voting securities of a reporting issuer if all of the following

apply:

(

a) the registered holder of voting securities is sent a notice that

contains the following information and no other information:

(

i) the date, time and location of the reporting issuer's

meeting for which the proxy-related materials are

being sent;

(ii) a description of each matter or group of related matters

identified in the form of proxy to be voted on, unless

that information is already included in a form of proxy

that is being sent to the registered holder of voting

securities under paragraph (b);

(iii) the website addresses for SEDAR and the non-SEDAR

website where the proxy-related materials are posted;

(iv) a reminder to review the information circular before

voting;

(

v) an explanation of how to obtain a paper copy of the

information circular and, if applicable, the documents

in paragraph (2)(

b) from the person or company;

(vi) a plain-language explanation of notice-and-access that

includes the following information:

(

A) if the person or company is using stratification,

a list of the types of registered holders or

beneficial owners who will receive paper copies

of the information circular and, if applicable,

the documents in paragraph (2)(b);

(

B) the estimated date and time by which a request

for a paper copy of the information circular and,

if applicable, the documents in paragraph (2)(b),

is to be received in order for the requester to

receive the paper copy in advance of any

deadline for the submission of the proxy and the

date of the meeting;

(

C) an explanation of how the registered holder is to

return the proxy, including any deadline for

return of the proxy;

(

D) the sections of the information circular where

disclosure regarding each matter or group of

related matters identified in the notice can be

found;

(

E) a toll-free telephone number the registered

holder can call to get information about notice-

and-access;

(

b) the registered holder of voting securities is sent, by prepaid

mail, courier or the equivalent, the notice required by

paragraph (

a) and a form of proxy for use at the meeting and,

in the case of a solicitation by or on behalf of management of

the reporting issuer, the notice and form of proxy are sent at

least 30 days before the date of the meeting;

(

c) in the case of a solicitation by or on behalf of management of

the reporting issuer, the reporting issuer files on SEDAR the

notification of meeting and record dates in the manner and

within the time specified by NI 54-101;

(

d) public electronic access to the information circular, form of

proxy and the notice in paragraph (

a) is provided on or before

the date that the person or company soliciting proxies sends

the notice in paragraph (

a) to registered holders in the

following manner:

(

i) the documents are filed on SEDAR as required by

section 9.3;

(ii) the documents are posted until the date that is one year

from the date that the documents are posted, on a

website other than the website for SEDAR;

(

e) a toll-free telephone number is provided for use by the

registered holder of voting securities to request a paper copy

of the information circular and, if applicable, the documents in

paragraph (2)(b), at any time from the date that the person or

company soliciting proxies sends the notice in paragraph (

a) to the registered holder up to and including the date of the

meeting, including any adjournment;

(

f) if a request for a paper copy of the information circular and, if

applicable, the documents in paragraph (2)(b), is received at

the toll-free telephone number provided under paragraph (

e) or by any other means, a paper copy of any such document

requested is sent free of charge by the person or company

soliciting proxies to the requester at the address specified in

the request in the following manner:

(

i) in the case of a request received prior to the date of the

meeting, within 3 business days after receiving the

request, by first class mail, courier or the equivalent;

(ii) in the case of a request received on or after the date of

the meeting, and within one year of the information

circular being filed, within 10 calendar days after

receiving the request, by prepaid mail, courier or the

equivalent.

(2) Unless an information circular is included with the proxy-related

materials, a reporting issuer that sends proxy-related materials to a

registered holder of voting securities using notice-and-access must

not include with the proxy-related materials any information or

document that relates to the particulars of any matter to be submitted

to the meeting, except for the following:

(

a) the information required to be included in the notice under

paragraph (1)(a);

(

b) financial statements of the reporting issuer to be approved at

the meeting and MD&A related to those financial statements,

which may be part of an annual report.

(3) A notice under paragraph (1)(

a) and the form of proxy may be

combined in a single document.

9.1.2 Posting materials on non-SEDAR website -

(1) A person or

company that posts proxy-related materials in the manner referred to

in subparagraph 9.1.1(1)(d)(ii) must also post on the website the

following documents:

(

a) any disclosure material regarding the meeting that the person

or company has sent to registered holders or beneficial owners

of voting securities;

(

b) any written communications the person or company soliciting

proxies has made available to the public regarding each matter

or group of matters to be voted upon at the meeting, whether

or not they were sent to registered holders or beneficial

owners of voting securities.

(2) Proxy-related materials that are posted under subparagraph

9.1.1(1)(d)(ii) must be posted in a manner and be in a format that

permit an individual with a reasonable level of computer skill and

knowledge to do all of the following easily:

(

a) access, read and search the documents on the website;

(

b) download and print the documents.

9.1.3 Consent to other delivery methods - For greater certainty,

section

9.1.1 does not

(

a) prevent a registered holder of voting securities from

consenting to a person or company's use of other delivery

methods to send proxy-related materials,

(

b) terminate or modify a consent that a registered holder of

voting securities previously gave to a person or company

regarding the use of other delivery methods to send proxy-

related materials, or

(

c) prevent a person or company from sending proxy-related

materials using a delivery method to which a registered holder

has consented prior to February 11, 2013.

9.1.4 Instructions to receive paper copies -

(1) Despite

section 9.1.1, a

reporting issuer may obtain standing instructions from a registered

holder of voting securities that a paper copy of the information

circular and, if applicable, the documents in paragraph 9.1.1(2)(b), be

sent to the registered holder in all cases when the reporting issuer

uses notice-and-access.

(2) If a reporting issuer has obtained standing instructions from a

registered holder under subsection (1), the reporting issuer

must do both of the following:

(

a) include with the notice required by paragraph

9.1.1(1)(

a) any paper copies of information circulars

and, if applicable, the documents in paragraph

9.1.1(2)(b), required to comply with standing

instructions obtained under subsection (1);

(

b) include with the notice under paragraph (

a) a

description, or otherwise inform the registered holder

of, the means by which the registered holder may

revoke the registered holder's standing instructions.

9.1.5 Compliance with SEC Notice-and-Access Rules - A reporting

issuer that is an SEC issuer can send proxy-related materials to

registered holders under

section 9.1 using a delivery method

permitted under U.S. federal securities law, if both of the following

apply:

(

a) the SEC issuer is subject to, and complies with Rule 14a-16

under the 1934 Act;

(

b) residents of Canada do not own, directly or indirectly,

outstanding voting securities carrying more than 50% of the

votes for the election of directors, and none of the following

apply:

(

i) the majority of the executive officers or directors of the

issuer are residents of Canada;

(ii) more than 50% of the consolidated assets of the issuer

are located in Canada;

(iii) the business of the issuer is administered principally in

Canada..

5. Form 51-102F5 Information Circular is amended by adding the following

section:

4.3 The information circular must include the following, if applicable:

(

a) a statement that the reporting issuer is sending proxy-related

materials to registered holders or beneficial owners using

notice-and-access and, if stratification will be used, a

description of the types of registered holders or beneficial

owners who will receive paper copies of the information

circular and, if applicable, the documents in paragraph

9.1.1(2)(b);

(

b) a statement that the reporting issuer is sending proxy-related

materials directly to non-objecting beneficial owners under NI

54-101;

(

c) a statement that management of the reporting issuer does not

intend to pay for intermediaries to forward to objecting

beneficial owners under NI 54-101 the proxy-related

materials and Form 54-101F7 - Request for Voting

Instructions Made by Intermediary, and that in the case of an

objecting beneficial owner, the objecting beneficial owner

will not receive the materials unless the objecting beneficial

owner's intermediary assumes the cost of delivery..

(1) Despite

section 9.1.1 of National Instrument 51-102, as enacted by

section 4

of this Instrument, a person or company must not use notice-and-access to

send proxy-related materials to a registered holder of voting securities of a

reporting issuer in respect of a meeting of the reporting issuer that takes

place before March 1, 2013.

(2) A reporting issuer must not rely on

section 9.1.5 of National Instrument 51-

102, as enacted by

section 4 of this Instrument, in respect of a meeting that

takes place before February 15, 2013.

7. This Instrument comes into force on February 11, 2013.

NATIONAL INSTRUMENT 54-101 COMMUNICATION WITH BENEFICIAL

OWNERS OF SECURITIES OF A REPORTING ISSUER

AMENDING INSTRUMENT

(Securities Act)

Made as a rule by the Alberta Securities Commission on October 10, 2012 pursuant to

sections 223 and 224 of the Securities Act.

AMENDMENTS TO

NATIONAL INSTRUMENT 54-101

COMMUNICATION WITH BENEFICIAL OWNERS

OF SECURITIES OF A REPORTING ISSUER

1. National Instrument 54-101 Communication with Beneficial Owners of

Securities of a Reporting Issuer is amended by this Instrument.

Section 1.1 is amended by

(

a) repealing the definition of "legal proxy",

(

b) adding the following definition:

"notice-and-access" means

(

a) in respect of registered holders of voting securities of a reporting

issuer, the delivery procedures referred to in

section 9.1.1 of

National Instrument 51-102 Continuous Disclosure Obligations, or

(

b) in respect of beneficial owners of securities of a reporting issuer,

the delivery procedures referred to in

section 2.7.1;,

(

c) in the definition of "proxy-related materials", adding "or beneficial

owners" between "registered holders" and "of the securities",

(

d) repealing the definition of "request for voting instructions",

(

e) adding the following definition:

"SEC issuer" means 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, as amended;,

(

f) in the definition of "securityholder materials", adding "or beneficial

owners" between "registered holders" and "of securities", and

(

g) adding the following definition:

"stratification", in relation to a reporting issuer using notice-and-access,

means procedures whereby a paper copy of the information circular and, if

applicable, the documents in paragraph 2.7.1(2)(b), are included with either

or both of the following:

(

a) the documents required to be sent to registered holders under

subsection 9.1(1) of National Instrument 51-102 Continuous

Disclosure Obligations;

(

b) the documents required to be sent to beneficial owners under

subsection 2.7.1(1);.

3. Subsection 1.3(1) is replaced with the following:

1.3 Use of required forms -

(1) A person or company required to send

or use a required form or document under a provision of this

Instrument may substitute for that form or document another form or

document, or combine the required form or document with another

form or document, if the substituted or combined form or document

requests or includes the same information contemplated by the form

or document that is otherwise required..

4. Paragraphs 2.2(2)(

g) and (

h) are replaced with the following:

(

g) the classes or series of securities that entitle the holder to vote at the

meeting;

(

h) whether the meeting is a special meeting;.

5. Subsection 2.2(2) is amended by adding the following paragraphs:

(

i) whether the reporting issuer is sending proxy-related materials to

registered holders or beneficial owners using notice-and-access and,

if stratification will be used, the types of registered holders or

beneficial owners who will receive paper copies of the information

circular or other proxy-related materials;

(

j) whether the reporting issuer is sending the proxy-related materials

directly to NOBOs; and

(

k) whether the reporting issuer intends to pay for a proximate

intermediary to send the proxy-related materials to OBOs..

6. Subsection 2.5(4) is replaced with the following:

(4) A reporting issuer that requests beneficial ownership information

under this

section must do so through a transfer agent..

Section 2.5 is amended by adding the following subsection:

(5) Despite subsection (4), a reporting issuer may request beneficial

ownership information without using a transfer agent for the sole

purpose of obtaining a NOBO list if the reporting issuer has provided

an undertaking using Form 54-101F9..

8. The Instrument is amended by adding the following sections:

2.7.1 Notice-and-Access -

(1) A reporting issuer that is not an investment

fund may use notice-and-access to send proxy-related materials

relating to a meeting to a beneficial owner of its securities if all of the

following apply:

(

a) the beneficial owner is sent a notice that contains the

following information and no other information:

(

i) the date, time and location of the meeting for which the

proxy-related materials are being sent;

(ii) a description of each matter or group of related matters

identified in the form of proxy to be voted on, unless

that information is already included in a Form 54-

101F6 or Form 54-101F7 as applicable, that is being

sent to the beneficial owner under paragraph (b);

(iii) the website addresses for SEDAR and the non-SEDAR

website where the proxy-related materials are posted;

(iv) a reminder to review the information circular before

voting;

(

v) an explanation of how to obtain a paper copy of the

information circular and, if applicable, the documents

in paragraph (2)(

b) from the reporting issuer;

(vi) a plain-language explanation of notice-and-access that

includes the following information:

(

A) if the reporting issuer is using stratification, a

list of the types of registered holders or

beneficial owners who will receive paper copies

of the information circular, and if applicable,

the documents in paragraph (2)(b);

(

B) the estimated date and time by which a request

for a paper copy of the information circular and,

if applicable, the documents in paragraph (2)(b),

is to be received in order for the requester to

receive the paper copy in advance of any

deadline for the submission of voting

instructions and the date of the meeting;

(

C) an explanation of how the beneficial owner is to

return voting instructions, including any

deadline for return of those instructions;

(

D) the sections of the information circular where

disclosure regarding each matter or group of

related matters identified in the notice can be

found;

(

E) a toll-free telephone number the beneficial

owner can call to get information about notice-

and-access;

(

b) using the procedures referred to in

section 2.9 or 2.12, as

applicable, the beneficial owner is sent, by prepaid mail,

courier or the equivalent, the notice required by paragraph (

a) and a Form 54-101F6 or Form 54-101F7, as applicable;

(

c) the reporting issuer files on SEDAR the notification of

meeting and record dates on the same date that it sends the

notification under subsection 2.2(1);

(

d) public electronic access to the information circular and the

notice in paragraph (

a) is provided on or before the date that

the reporting issuer sends the notice in paragraph (

a) to

beneficial owners, in the following manner:

(

i) the documents are filed on SEDAR;

(ii) the documents are posted until the date that is one year

from the date that the documents are posted, on a

website other than the website for SEDAR;

(

e) a toll-free telephone number is provided for use by the

beneficial owner to request a paper copy of the information

circular and, if applicable, the documents in paragraph (2)(b),

at any time from the date that the reporting issuer sends the

notice in paragraph (

a) to the beneficial owner up to and

including the date of the meeting, including any adjournment;

(

f) if a request for a paper copy of the information circular and, if

applicable, the documents in paragraph (2)(b), is received at

the toll-free telephone number provided under paragraph (

e) or by any other means, a paper copy of any such document

requested is sent free of charge by the reporting issuer to the

requester at the address specified in the request in the

following manner:

(

i) in the case of a request received prior to the date of the

meeting, within 3 business days after receiving the

request, by first class mail, courier or the equivalent;

(ii) in the case of a request received on or after the date of

the meeting, and within one year of the information

circular being filed, within 10 calendar days after

receiving the request, by prepaid mail, courier or the

equivalent.

(2) Unless an information circular is included with the proxy-related

materials, a reporting issuer that sends proxy-related materials to a

beneficial owner of its securities using notice-and-access must not

include with the proxy-related materials any information or

document that relates to the particulars of any matter to be submitted

to the meeting, except for the following:

(

a) the information required to be included in the notice under

paragraph (1)(a);

(

b) financial statements of the reporting issuer to be approved at

the meeting, and MD&A related to those financial statements,

which may be part of an annual report.

2.7.2 Notice in advance of first use of notice-and-access - Despite

paragraph 2.7.1(1)(

c) and subsection 2.20(a.1), the first time that a

reporting issuer uses notice-and-access to send proxy-related

materials to a beneficial owner of its securities, the reporting issuer

must file on SEDAR the notification of meeting and record dates at

least 25 days before the record date for notice.

2.7.3 Restrictions on information gathering -

(1) A reporting issuer that

receives a request for a paper copy of the information circular or

other documents referred to in paragraph 2.7.1(1)(

e) using the toll-

free telephone number or by any other means must not do any of the

following:

(

a) ask for any information about the requester, other than the

name and address to which the information circular and, if

applicable, the documents in paragraph 2.7.1(2)(b), are to be

sent;

(

b) disclose or use the name or address of the requester for any

purpose other than sending the information circular and, if

applicable, the documents in paragraph 2.7.1(2)(b).

(2) A reporting issuer that posts proxy-related materials pursuant to

subparagraph 2.7.1(1)(d)(ii) must not collect information that can be

used to identify a person or company who has accessed the website

address where the proxy-related materials are posted.

2.7.4 Posting materials on non-SEDAR website -

(1) A reporting issuer

that posts proxy-related materials in the manner referred to in

subparagraph 2.7.1(1)(d)(ii) must also post on the website the

following documents:

(

a) any disclosure material regarding the meeting that the

reporting issuer has sent to registered holders or beneficial

owners of its securities;

(

b) any written communications the reporting issuer has made

available to the public regarding each matter or group of

matters to be voted on at the meeting, whether or not they

were sent to registered holders or beneficial owners of its

securities.

(2) Proxy-related materials that are posted under subparagraph

2.7.1(1)(d)(ii) must be posted in a manner and be in a format that

permit an individual with a reasonable level of computer skill and

knowledge to do all of the following easily:

(

a) access, read and search the documents on the website;

(

b) download and print the documents.

2.7.5 Consent to other delivery methods - For greater certainty,

section

2.7.1 does not

(

a) prevent a beneficial owner from consenting to a reporting

issuer, an intermediary or another person or company's use of

other delivery methods to send proxy-related materials,

(

b) terminate or modify a consent that a beneficial owner of

voting securities previously gave to a reporting issuer, an

intermediary or another person or company regarding the use

of other delivery methods to send proxy-related materials, or

(

c) prevent a reporting issuer, an intermediary or another person

or company from sending proxy-related materials using a

delivery method to which a beneficial owner has consented

prior to February 11, 2013.

2.7.6 Instructions to receive paper copies -

(1) Despite

section 2.7.1, an

intermediary may obtain standing instructions from a beneficial

owner that is a client of the intermediary that a paper copy of the

information circular and, if applicable, the documents in paragraph

2.7.1(2)(b), be sent to the beneficial owner in all cases when a

reporting issuer uses notice-and-access.

(2) If an intermediary has obtained standing instructions from a

beneficial owner under subsection (1), the intermediary must do all

of the following:

(

a) if the reporting issuer is sending proxy-related materials

directly under

section 2.9, indicate in the NOBO list provided

to the reporting issuer those NOBOs who have provided

standing instructions under subsection (1) as at the date the

NOBO list is generated;

(

b) if the intermediary is sending proxy-related materials to a

beneficial owner on behalf of a reporting issuer using notice-

and-access, request appropriate quantities of paper copies of

the information circular and, if applicable, the documents in

paragraph 2.7.1(2)(b), from the reporting issuer for

forwarding to beneficial owners who have provided standing

instructions to be sent paper copies;

(

c) include with the proxy-related materials a description, or

otherwise inform the beneficial owner of, the means by which

the beneficial owner may revoke the beneficial owner's

standing instructions.

2.7.7 Application to non-management solicitations -

(1) A person or

company other than management of a reporting issuer that is required

by law to send materials to registered holders or beneficial owners of

securities in connection with a meeting may use notice-and-access to

send the materials.

(2) Section 2.7.1, other than paragraph (1)(c), and sections 2.7.3, 2.7.4

and 2.7.5 apply to a person or company in subsection (1) as if the

person or company were a reporting issuer.

(3) Paragraph 2.7.1(1)(

c) and

section 2.7.8 apply to a person or company

referred to in subsection (1) only if the person or company has

requisitioned a meeting.

2.7.8 Record date for notice - Despite subsection 2.1(b), a reporting

issuer that uses notice-and-access must set a record date for notice

that is no fewer than 40 days before the date of the meeting..

Section 2.9 is replaced with the following:

2.9 Direct sending of proxy-related materials to NOBOs by a

reporting issuer -

(1) A reporting issuer that has stated in its request

for beneficial ownership information sent in connection with a

meeting, that it will send proxy-related materials to, and seek voting

instructions from, NOBOs must send at its own expense the proxy-

related materials for the meeting directly to the NOBOs on the

NOBO lists received in response to the request.

(2) A reporting issuer that sends by prepaid mail, courier or the

equivalent, paper copies of proxy-related materials directly to a

NOBO must send the proxy-related materials at least 21 days before

the date of the meeting.

(3) A reporting issuer that sends proxy-related materials directly to a

NOBO using notice-and-access must send the notice required by

paragraph 2.7.1(1)(

a) and, if applicable, any paper copies of

information circulars and documents in paragraph 2.7.1(2)(b), at least

30 days before the date of the meeting..

Section 2.10 is amended by inserting "and despite subsection 2.9(1)," after

"Except as required by securities legislation,".

Section 2.12 is replaced with the following:

2.12 Indirect sending of securityholder materials by a reporting issuer

(1) A reporting issuer sending securityholder materials indirectly

to beneficial owners must send to each proximate intermediary that

responded to the applicable request for beneficial ownership

information the number of sets of those materials specified by that

proximate intermediary for sending to beneficial owners.

(2) A reporting issuer that sends proxy-related materials indirectly to a

beneficial owner by having the proximate intermediary send the

proxy-related materials by prepaid mail must send the proxy-related

materials to the proximate intermediary

(

a) at least 3 business days before the 21st day before the date of

the meeting, in the case of proxy-related materials that are to

be sent on by the proximate intermediary by first class mail,

courier or the equivalent, or

(

b) at least 4 business days before the 21st day before the date of

the meeting, in the case of proxy-related materials that are to

be sent using any other type of prepaid mail.

(3) A reporting issuer that sends proxy-related materials indirectly to a

beneficial owner using notice-and-access must send the notice

required by paragraph 2.7.1(1)(

a) and, if applicable, any paper copies

of information circulars and documents in paragraph 2.7.1(2)(b), to

the proximate intermediary

(

a) at least 3 business days before the 30th day before the date of

the meeting, in the case of proxy-related materials that are to

be sent on by the proximate intermediary by first class mail,

courier or the equivalent, or

(

b) at least 4 business days before the 30th day before the date of

the meeting, in the case of proxy-related materials that are to

be sent using any other type of prepaid mail.

(4) A reporting issuer that sends securityholder materials that are not

proxy-related materials indirectly to beneficial owners must send the

securityholder materials to the intermediary on the date specified in

the request for beneficial ownership information.

(5) Despite

section 2.9, a reporting issuer must not send securityholder

materials directly to a NOBO if a proximate intermediary in a foreign

jurisdiction holds securities on behalf of the NOBO and one or both

of the following applies:

(

a) the law of the foreign jurisdiction does not permit the

reporting issuer to send securityholder materials directly to

NOBOs;

(

b) the proximate intermediary has stated in a response to a

request for beneficial ownership information that the law in

the foreign jurisdiction requires the proximate intermediary to

deliver securityholder materials to beneficial owners..

Section 2.16 is replaced with the following:

2.16 Explanation of voting rights -

(1) If a reporting issuer sends proxy-

related materials for a meeting to a beneficial owner of its securities,

the materials must explain, in plain language, how the beneficial

owner can exercise voting rights attached to the securities, including

an explanation of how to attend and vote the securities directly at the

meeting.

(2) Management of a reporting issuer must provide the following

disclosure in the information circular:

(

a) whether the reporting issuer is sending proxy-related materials

to registered holders or beneficial owners using notice-and-

access, and if stratification will be used, the types of

registered holders or beneficial owners who will receive paper

copies of the information circular and, if applicable, the

documents in paragraph 2.7.1(2)(b);

(

b) whether the reporting issuer is sending proxy-related

materials directly to NOBOs;

(

c) whether the reporting issuer intends to pay for an intermediary

to deliver to OBOs the proxy-related materials and Form 54-

101F7, and if the reporting issuer does not intend to pay for

such delivery, a statement that OBOs will not receive the

materials unless their intermediary assumes the costs of

delivery..

Section 2.17 is replaced with the following:

2.17 Voting instruction form (Form 54-101F6) - A reporting issuer that

sends proxy-related materials directly to a NOBO that solicit votes or

voting instructions from securityholders must include with the proxy-

related materials a Form 54-101F6..

Section 2.18 is replaced with the following:

2.18 Appointing beneficial owner as proxy holder -

(1) A reporting

issuer whose management holds a proxy in respect of securities

beneficially owned by a NOBO must arrange, without expense to the

NOBO, to appoint the NOBO or a nominee of the NOBO as a proxy

holder in respect of those securities if the NOBO has instructed the

reporting issuer to do so using either of the following methods:

(

a) the NOBO filled in and submitted the Form 54-101F6

previously sent to the NOBO by the reporting issuer;

(

b) the NOBO submitted any other document in writing that

requests that the NOBO or a nominee of the NOBO be

appointed as a proxyholder.

(2) If management appoints a NOBO or a nominee of the NOBO as a

proxy holder under subsection (1), the NOBO or nominee of the

NOBO, as applicable, must be given authority to attend, vote and

otherwise act for and on behalf of management of the reporting issuer

in respect of all matters that may come before the applicable meeting

and at any adjournment or continuance, unless corporate law

prohibits the giving of that authority.

(3) A reporting issuer who appoints a NOBO as a proxy holder pursuant

to subsection (1) must deposit the proxy within any time specified for

the deposit in the information circular if the reporting issuer obtains

the instructions under subsection (1) at least one business day before

the termination of that time.

(4) If corporate law requires an intermediary or depository to appoint the

NOBO or nominee of the NOBO as a proxy holder in respect of

securities beneficially owned by the NOBO in accordance with any

written voting instructions received from the NOBO, and the

intermediary has received the written voting instructions, the

reporting issuer must provide, upon request by the intermediary,

confirmation of both of the following:

(

a) management of the reporting issuer will comply with

subsections 2.18(1) and (2);

(

b) management of the reporting issuer is acting on behalf of the

intermediary or depository to the extent it appoints the NOBO

or nominee of the NOBO as proxy holder in respect of the

securities of the reporting issuer beneficially owned by the

NOBO.

(5) A confirmation provided under subsection (4) must identify the

specific meeting to which the confirmation applies, but is not

required to specify each proxy appointment that management of the

reporting issuer has made..

15. Subsection 2.20(

a) is replaced with the following:

(

a) arranges to have proxy-related materials for the meeting sent

in compliance with the applicable timing requirements in

sections 2.9 and 2.12;.

Section 2.20 is amended by adding the following subsection:

(a.1) if the reporting issuer uses notice-and-access, fixes the record

date for notice to be at least 40 days before the date of the

meeting and sends the notification of meeting and record dates

under

section 2.2 at least 3 business days before the record

date for notice;.

17. Subsection 4.1(1) is amended by replacing "through the transfer agent of the

reporting issuer that sent the request" with "through the transfer agent, or in the

case of a NOBO list, a person or company described in subsection 2.5(5) that

sent the request".

Section 4.4 is replaced with the following:

4.4 Voting instruction form (Form 54-101F7) - An intermediary that

forwards proxy-related materials to a beneficial owner that solicit

votes or voting instructions from securityholders must include with

the proxy-related materials a Form 54-101F7..

Section 4.5 is replaced with the following:

4.5 Appointing beneficial owner as proxy holder -

(1) An

intermediary who is the registered holder of, or holds a proxy in

respect of, securities owned by a beneficial owner must arrange,

without expense to the beneficial owner, to appoint the beneficial

owner or a nominee of the beneficial owner as a proxy holder in

respect of those securities if the beneficial owner has instructed the

intermediary to do so using either of the following methods:

(

a) the beneficial owner filled in and submitted the Form 54-

101F7 previously sent to the beneficial owner by the

intermediary;

(

b) the beneficial owner submitted any other document in writing

that requests that the beneficial owner or a nominee of the

beneficial owner be appointed as a proxy holder.

(2) If an intermediary appoints a beneficial owner or a nominee of the

beneficial owner as a proxy holder under subsection (1), the

beneficial owner or nominee of the beneficial owner, as applicable,

must be given authority to attend, vote and otherwise act for and on

behalf of the intermediary in respect of all matters that may come

before the applicable meeting and at any adjournment or

continuance, unless corporate law does not permit the giving of that

authority.

(3) An intermediary who appoints a beneficial owner as proxy holder

pursuant to subsection (1) must deposit the proxy within any time

specified for deposit in the information circular if the intermediary

obtains the instructions under subsection (1) at least one business day

before the termination of that time..

Section 5.4 is amended by adding the following subsections:

(3) If corporate law requires a depository to appoint a beneficial owner

or nominee of the beneficial owner as a proxy holder in respect of

securities beneficially owned by the beneficial owner in accordance

with any written voting instructions received from the beneficial

owner, and the depository has received the written voting

instructions, any participant described in subsection (1) must provide,

upon request by the depository, confirmation of all of the following:

(

a) the participant will comply with subsections 4.5(1) and (2);

(

b) the participant is acting on behalf of the depository to the

extent it appoints a beneficial owner or nominee of a

beneficial owner as proxy holder in respect of the securities of

the reporting issuer beneficially owned by the beneficial

owner;

(

c) if the participant is required to execute an omnibus proxy

under

section 4.1, that the participant will take reasonable

steps to request the confirmation set out in subsection 2.18(4).

(4) A confirmation provided under subsection (3) must identify the

specific securityholder meeting to which the confirmation applies,

but is not required to specify each proxy appointment that the

participant has made..

21. Subsection 6.2(6) is replaced with the following:

(6) A person or company, other than the reporting issuer to which the

request relates, that sends materials indirectly to beneficial owners

must comply with the following:

(

a) the person or company must pay to the proximate

intermediary a fee for sending the securityholder materials to

the beneficial owners;

(

b) the person or company must provide an undertaking to the

proximate intermediary in the form of Form 54-101F10..

Part 7 is replaced with the following:

PART 7 - USE OF NOBO LIST AND INDIRECT

SENDING OF MATERIALS

7.1 Use of NOBO list -

(1) A reporting issuer may use a NOBO list, or

a report prepared under

section 5.3 relating to the reporting issuer

and obtained under this Instrument, in connection with any matter

relating to the affairs of the reporting issuer.

(2) A person or company that is not the reporting issuer must not use a

NOBO list, or a report prepared under

section 5.3 relating to the

reporting issuer and obtained under this Instrument, in any manner

other than any of the following:

(

a) for sending securityholder materials directly to NOBOs in

accordance with this Instrument;

(

b) in respect of an effort to influence the voting of

securityholders of the reporting issuer;

(

c) in respect of an offer to acquire securities of the reporting

issuer.

7.2 Sending of Materials -

(1) A reporting issuer may send

securityholder materials indirectly to beneficial owners of securities

of the reporting issuer using the procedures in

section 2.12, or

directly to NOBOs of the reporting issuer using a NOBO list, in

connection with any matter relating to the affairs of the reporting

issuer.

(2) A person or company that is not the reporting issuer may send

securityholder materials indirectly to beneficial owners of securities

of the reporting issuer using the procedures in

section 2.12, or

directly to NOBOs of the reporting issuer using a NOBO list, only in

connection with one or both of the following:

(

a) an effort to influence the voting of securityholders of the

reporting issuer;

(

b) an offer to acquire securities of the reporting issuer..

23. The Instrument is amended by adding the following section:

9.1.1 Compliance with SEC Notice-and-Access Rules -

(1) Despite

section 2.7, a reporting issuer that is an SEC issuer can send proxy-

related materials to beneficial owners using a delivery method

permitted under U.S. federal securities law, if all of the following

apply:

(

a) the SEC issuer is subject to, and complies with Rule 14a-16

under the 1934 Act;

(

b) the SEC issuer has arranged with each intermediary through

whom the beneficial owner holds its interest in the reporting

issuer's securities to have each intermediary send the proxy-

related materials to the beneficial owner by implementing the

procedures under Rule 14b-1 or Rule 14b-2 of the 1934 Act

that relate to the procedures in Rule 14a-16 under the 1934

Act;

(

c) residents of Canada do not own, directly or indirectly,

outstanding voting securities of the issuer carrying more than

50% of the votes for the election of directors, and none of the

following apply:

(

i) the majority of the executive officers or directors of the

issuer are residents of Canada;

(ii) more than 50% of the consolidated assets of the issuer

are located in Canada;

(iii) the business of the issuer is administered principally in

Canada.

(2) Part 4 does not apply to an intermediary with whom a reporting

issuer has made arrangements under paragraph (1)(

b) if the

intermediary implements the procedures under Rule 14b-1 or Rule

14b-2 of the 1934 Act that relate to the procedures in Rule 14a-16

under the 1934 Act..

24. Form 54-101F2 Request for Beneficial Ownership Information is amended by

issuer";

(

b) replacing Item 2 with the following:

Item 2 - Contact person(

s) State the name, address, telephone number, facsimile number and email

address of the contact person(

s) of the reporting issuer, and of the reporting

issuer's agent, if applicable, with whom the intermediary should deal. If

different from the foregoing, also state the name, address, telephone number,

facsimile number and email address of the contact person(

s) of the reporting

issuer responsible for dealing with invoices.;

(

c) in Item 6.7, adding "State whether the reporting issuer would like materials

to be sent electronically when consent has been obtained from the beneficial

owner of securities." after "National Instrument.";

(

d) in Item 6.9, replacing "If the securityholder materials are to be sent to all

beneficial owners of securities, including beneficial owners that have

declined to receive them, so state." with "State if securityholder materials

are to be sent to (

a) all beneficial owners of securities (including beneficial

owners that have declined to receive them), (

b) only those beneficial owners

who have requested to receive all securityholder materials, or (

c) only those

beneficial owners who have requested to receive all securityholder materials

or special meeting materials.";

(

e) in Item 7.9, adding "State whether the reporting issuer would like materials

to be sent electronically when consent has been obtained from the beneficial

owner of securities." after "National Instrument.";

(

f) in Item 7.11, replacing "If the securityholder materials are to be sent to all

beneficial owners of securities, including beneficial owners that have

declined to receive them, so state." with "State if securityholder materials

are to be sent to (

a) all beneficial owners of securities (including beneficial

owners that have declined to receive them), (

b) only those beneficial owners

who have requested to receive all securityholder materials, or (

c) only those

beneficial owners who have requested to receive all securityholder materials

or special meeting materials.";

(

g) adding the following Item:

7.12 State whether the reporting issuer is using notice-and-access, and any

stratification criteria to be used. [Before completing this item, the reporting

issuer should discuss with the intermediary what stratification criteria the

intermediary is able to apply.];

(

h) in Item 8.5, adding "State whether the reporting issuer would like materials

to be sent electronically when consent has been obtained from the beneficial

owner of securities." after "National Instrument.";

(

i) in Item 8.6, replacing "If the securityholder materials are to be sent to all

beneficial owners of securities, including beneficial owners that have

declined to receive them, so state." with "State if securityholder materials

are to be sent to (

a) all beneficial owners of securities (including beneficial

owners that have declined to receive them), (

b) only those beneficial owners

who have requested to receive all securityholder materials, or (

c) only those

beneficial owners who have requested to receive all securityholder materials

or special meeting materials.";

(

j) in Item 9.7, adding "State whether the reporting issuer would like materials

to be sent electronically when consent has been obtained from the beneficial

owner of securities." after "National Instrument.";

(

k) in Item 9.8, replacing "If the securityholder materials are to be sent to all

beneficial owners of securities, including beneficial owners that have

declined to receive them, so state." with "State if securityholder materials

are to be sent to (

a) all beneficial owners of securities (including beneficial

owners that have declined to receive them), (

b) only those beneficial owners

who have requested to receive all securityholder materials, or (

c) only those

beneficial owners who have requested to receive all securityholder materials

or special meeting materials.";

(

l) adding the following Item:

9.9 State whether the reporting issuer is using notice-and-access, and any

stratification criteria to be used. [Before completing this item, the reporting

issuer should discuss with the intermediary what stratification criteria the

intermediary is able to apply.]; and

(

m) replacing "National Policy 11-201 and, in Qu‚bec, Staff Notice 11-201"

with "National Policy 11-201 Electronic Delivery of Documents" wherever

the expression occurs.

25. Form 54-101F5 Electronic Format for NOBO List is replaced with the

following:

FORM 54-101F5

ELECTRONIC FORMAT FOR NOBO LIST

HEADER RECORD

DESCRIPTION

TYPE

LENGTH

POSITION

COMMENTS

RECORD TYPE

Header record = A

FINS NUMBER

2-5

Prefix T,M,V or C

ISIN

6-17

FILLER

18-20

Blank

SECURITY DESC.

21-52

Security

Description

RECORD DATE

53-60

Format

YYYYMMDD

CREATION DATE

61-68

Format

YYYYMMDD

FILLER

69-318

Blank

DETAIL RECORD

DESCRIPTION

TYPE

LENGTH

POSITION

COMMENTS

RECORD TYPE

Detail Record = B

FINS NUMBER

2-5

Same as in Header

record

ISIN

6-17

FILLER

18-20

Blank

FILLER

21-40

Blank

NAME

41-72

Holder Name

ADDRESS

32 x 6

73- 264

Occurs 6 times

FILLER

265- 296

Blank

POSTAL CODE

297- 305

POSTAL REGION

C=Canada;

U=USA;

F=Foreign; (other

than USA);

H=Hand Deliver

NOTICE AND ACCESS

Y=Full Package;

N=Notice Only

FILLER

Blank

E-MAIL ADDRESS

309- 340

LANGUAGE CODE

F=French

NUMBER OF SHARES

342- 350

Shareholder

Position

RECEIVE ALL

MATERIAL

A - ALL Material,

S - Material for

SPECIAL

Meetings only, D

- DECLINE to

receive Materials

AGREE TO

ELECTRONIC

DELIVERY BY

INTERMEDIARY

Y/N

TRAILER RECORD

DESCRIPTION

TYPE

LENGTH

POSITION

COMMENTS

RECORD TYPE

Trailer record = C

FINS NUMBER

2-5

Same as in Header

Record

ISIN

6-17

FILLER

18-20

TOTAL

SHAREHOLDERS

21-27

Number of "B"

type records

TOTAL SHARES

27-38

Total Shares on

"B" type records

FILLER

39-318

Blank

26. Form 54-101F6 Request for Voting Instructions Made by Reporting Issuer is

amended by replacing the paragraph that begins "Should you wish to attend the

meeting and vote in person..." with the following:

If you want to attend the meeting and vote in person, write your name in the

place provided for that purpose in this form. You can also write the name of

someone else whom you wish to attend the meeting and vote on your behalf.

Unless prohibited by law, the person whose name is written in the space

provided will have full authority to present matters to the meeting and vote

on all matters that are presented at the meeting, even if those matters are not

set out in this form or the information circular. Consult a legal advisor if

you wish to modify the authority of that person in any way. If you require

help, contact [insert name]..

27. Form 54-101F7 Request for Voting Instructions Made by Intermediary is