THE ALBERTA GAZETTE,

PART I, OCTOBER 15, 1998

The Alberta Gazette

PART 1

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Vol. 94 EDMONTON, THURSDAY, OCTOBER 15, 1998 No. 19

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APPOINTMENTS

JUSTICE OF THE PEACE ACT

Change of Address of Justice of the Peace

Kooner, Carol from Edmonton to St. Albert

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RESIGNATIONS AND RETIREMENTS

JUSTICE OF THE PEACE ACT

Resignation of Justice of the Peace

September 4, 1998

Montgomery, Deborah Lee of Calgary

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ORDERS IN COUNCIL

MUNICIPAL GOVERNMENT ACT

O.C. 381/98

Approved and ordered:

H.A. "Bud" Olson

Lieutenant Governor.

Edmonton, September 16, 1998

The Lieutenant Governor in Council changes, effective November 1, 1998, the

name of the Municipal District of Cypress to Cypress County.

Ralph Klein, Chair.

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MUNICIPAL GOVERNMENT ACT

O.C. 382/98

Approved and ordered:

H.A. "Bud" Olson

Lieutenant Governor.

Edmonton, September 16, 1998

The Lieutenant Governor in Council orders that

(

a) effective December 31, 1998, the land described in Appendix A and shown

on Appendix B is separated from The County of Forty Mile No. 8 and annexed

to the Town of Bow Island;

(

b) any taxes owing to The County of Forty Mile No. 8 on December 31, 1998

in respect of the annexed land are transferred to and become payable to the

Town of Bow Island together with any lawful penalties and costs levied in

respect of those taxes, and the Town of Bow Island upon collecting those

taxes, penalties or costs must pay them to The County of Forty Mile No. 8;

(

c) the assessor for the Town of Bow Island must assess, for the purpose of

taxation in 1999, the annexed land and assessable improvements to it.

Ralph Klein, Chair.

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APPENDIX A

DETAILED DESCRIPTION OF THE LANDS SEPARATED FROM THE COUNTY OF FORTY MILE

NO. 8 AND ANNEXED TO THE TOWN OF BOW ISLAND

THE NORTHEAST QUARTER OF

SECTION ONE

(1) TOWNSHIP ELEVEN

(11) RANGE ELEVEN

(11) WEST OF THE FOURTH MERIDIAN EXCEPTING THEREOUT SUBDIVISION PLAN

9511017 AND ROAD PLAN 322216 H.Q.

APPENDIX B

A SKETCH SHOWING THE GENERAL LOCATION OF THE AREA ANNEXED

TO THE TOWN OF BOW ISLAND

GOVERNMENT NOTICES

COMMUNITY DEVELOPMENT

NOTICE OF INTENTION TO DESIGNATE REGISTERED HISTORIC RESOURCE

(Historical Resources Act)

File No. DES 2001

Notice is hereby given that sixty days from the date of service of this

Notice, the Minister of Community Development intends to make an Order that

the building known as the Montreal Street School, together with the land

legally described as plan 1491, block 29, lot 10, and municipally located

at 861-4 Street, Medicine Hat, Alberta

be designated a Registered Historic Resource under

section 15 of the

Historical Resources Act, R.S.A. 1980 c.H-8 as amended.

Dated September 15, 1998. Dr. W.J. Byrne, Assistant

Deputy Minister.

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ENVIRONMENTAL PROTECTION

Alberta Fishery Regulations

Notice of Variation Order 29-98

Commercial Fishing Seasons

The close times and quotas set out in

Schedule 8 to the Alberta Fishery

Regulations in respect of the waters listed in the

Schedule to this Notice

have been varied by Variation Order 29-98 of the Director in accordance

with

section 3 of the Alberta Fishery Regulations.

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

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

Pursuant to Variation Order 29-98 commercial fishing is permitted in

accordance with the following schedule.

SCHEDULE

PART 1

Item - 1.

Column 1 Waters - In respect of:

(13) Calling Lake (72-22-W4)

Column 2 Gear - gill net not less than 127 mm mesh

Column 3 Open Time - 08:00 hours March 17, 1999 to 16:00 hours March 31,

Column 4 Species and Quota - 1) lake whitefish: 60,000 kg; 2) walleye: 375

kg; 3) yellow perch: 1,800 kg; 4) northern pike: 1,500 kg; 5) tullibee:

100,000 kg; 6) lake trout: 1 kg

Column 1 Waters -

(41) Helena Lake (66-11-W4)

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

Column 3 Open Time - 08:00 hours October 13, 1998 to 16:00 hours October

16, 1998

Column 4 Species and Quota - 1) lake whitefish: 20,000 kg; 2) walleye: 100

kg; 3) yellow perch: 1 kg; 4) northern pike: 400 kg; 5) tullibee: 1 kg; 6)

lake trout: 1 kg

Column 1 Waters -

(116) Touchwood Lake (67-10-W4)

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

Column 3 Open Time - 08:00 hours February 16, 1999 to 16:00 hours February

19, 1999

Column 4 Species and Quota - 1) lake whitefish: 15,000 kg; 2) walleye: 150

kg; 3) yellow perch: 200 kg; 4) northern pike: 210 kg; 5) tullibee: 5,000

kg; 6) lake trout: 100 kg

_______________

Notice of Variation Order 30-98

Commercial Fishing Seasons

The close times and quotas set out in

Schedule 8 to the Alberta Fishery

Regulations in respect of the waters listed in the

Schedule to this Notice

have been varied by Variation Order 30-98 of the Director in accordance

with

section 3 of the Alberta Fishery Regulations.

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

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

Pursuant to Variation Order 30-98 commercial fishing is permitted in

accordance with the following schedule.

SCHEDULE

PART 1

Item - 1.

Column 1 Waters - In respect of:

(25) Elinor Lake (64-11-W4)

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

Column 3 Open Time - A. In respect of Elinor Lake excluding the following

portions: (

a) that portion south of a line connecting the northeastern

point in L.S.D. 2-31-65-11-W4 to the northern point in L.S.D.

13-29-65-11-W4, north of a line connecting the eastern tip of the island in

L.S.D. 14-30-65-11-W4 to the eastern lake shore at the division between

L.S.D. 5-29-65-11-W4 and L.S.D. 6-29-65-11-W4, and east of a line

connecting the eastern tip of the island in L.S.D. 14-30-65-11-W4 to the

southern point in L.S.D. 3-31-65-11-W4 and that is less than 4.5 metres (15

feet) deep: 08:00 hours September 21, 1998 to 16:00 hours September 22,

1998. B. In respect of all other waters: Closed

Column 4 Species and Quota - 1) lake whitefish: 1,600 kg; 2) walleye: 200

kg; 3) yellow perch: 450 kg; 4) northern pike: 450 kg; 5) tullibee: 1 kg;

6) lake trout: 1 kg

_______________

Notice of Variation Order 31-98

Commercial Fishing Seasons

The close times and quotas set out in

Schedule 8 to the Alberta Fishery

Regulations in respect of the waters listed in the

Schedule to this Notice

have been varied by Variation Order 31-98 of the Director in accordance

with

section 3 of the Alberta Fishery Regulations.

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

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

Pursuant to Variation Order 31-98 commercial fishing is permitted in

accordance with the following schedule.

SCHEDULE

PART 1

Item - 1.

Column 1 Waters - In respect of:

(28.1) Fawcett Lake (73-26-W4) - excluding

that portion in 5,6,7,8-73-26-W4

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

Column 3 Open Time - A. In respect of Fawcett Lake excluding the following

portions: (

a) that portion north of a line drawn from the mouth of the

Fawcett River in NE 11-73-26-W4 to the southern point of the island in the

Narrows (12-73-26-W4) and west of the line drawn from the northern point of

the island to the southern point of land in NW 12-73-26-W4: September 22,

1998. B. In respect of all other waters: Closed

Column 4 Species and Quota - 1) lake whitefish: 1,600 kg; 2) walleye: 200

kg; 3) yellow perch: 450 kg; 4) northern pike: 450 kg; 5) tullibee: 1 kg;

6) lake trout: 1 kg

Column 1 Waters -

(40.1) Heart Lake (70-10-W4) - excluding that portion

northeast of a line drawn from the point of land in 7-8-70-10-W4 to the

point of land in 15-33-69-10-W4

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

Column 3 Open Time - Closed.

Column 4 Species and Quota - 1) lake whitefish: 9,050 kg; 2) walleye: 1,350

kg; 3) yellow perch: 1 kg; 4) northern pike: 4,550 kg; 5) tullibee: 2,700

kg; 6) lake trout: 1 kg

_______________

Notice of Variation Order 32-98

Commercial Fishing Seasons

The close times and quotas set out in

Schedule 8 to the Alberta Fishery

Regulations in respect of the waters listed in the

Schedule to this Notice

have been varied by Variation Order 32-98 of the Director in accordance

with

section 3 of the Alberta Fishery Regulations.

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

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

Pursuant to Variation Order 32-98 commercial fishing is permitted in

accordance with the following schedule.

SCHEDULE

PART 1

Item - 1

Column 1 Waters -

(55) Lesser Slave Lake (74-11-W5)

a) In respect of the south shore of Lesser Slave Lake

i)- that portion which is less that 4.6 m (15 feet) deep and which is

south of a line drawn from the right downstream bank of the mouth of Sucker

Creek in 22-74-14-W5 to the point of land in 26-74-14-W5 known as Little

Grassy Point;

ii)- that portion which is less than 4.6 m (15 feet) deep and which

is south of a line drawn from the right downstream bank of Mission Creek in

8-74-13-W5 to the tip of Big Grassy Point in 16-74-12-W5 and;

iii) - that portion which is less than 4.6 m (15 feet) deep and which

is south of a line drawn from the point of land in SE 29-73-1-W5 to the

boat launch at Spruce Point Park in 9-74-10-W5:

Column 3 Open Time - 08:00 hours September 28, 1998 to 16:00 hours October

17, 1998

Column 4 Species and Quota - 1) lake whitefish: 180,000 kg; 2) walleye:

5,000 kg; 3) yellow perch: 1,000 kg; 4) northern pike: 50,000 kg; 5)

tullibee: 5,000 kg; 6) lake trout: 1 kg

Column 1 Waters: (

b) In respect of all other waters

Column 2 Gear - gill net

Column 3 Open Time - closed.

Column 4 Species and Quota - 1) lake whitefish: 1 kg; 2) walleye: 1 kg; 3)

yellow perch: 1 kg; 4) northern pike: 1 kg; 5) tullibee: 1 kg; 6) lake

trout: 1 kg

_______________

Notice of Variation Order 33-98

Commercial Fishing Seasons

The close times and quotas set out in

Schedule 8 to the Alberta Fishery

Regulations in respect of the waters listed in the

Schedule to this Notice

have been varied by Variation Order 33-98 of the Director in accordance

with

section 3 of the Alberta Fishery Regulations.

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

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

Pursuant to Variation Order 33-98 commercial fishing is permitted in

accordance with the following schedule.

SCHEDULE

PART 1

Item - 1.

Column 1 Waters - In respect of:

(86) Rattlesnake Lake (12-8-W4) -

excluding the following portions:

i) that portion north and west of a line drawn from a point of land in

L.S.D. 8-12-12-9-W4 to a point of land in L.S.D. 6-9-12-8-W4; and

ii) that portion east of a line drawn from a point of land in L.S.D.

15-4-12-8-W4 to L.S.D. 16-4-12-8-W4 and a point of land in L.S.D.

8-4-12-8-W4 to another point of land within the same L.S.D. of 8-4-12-8-W4

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

Column 3 Open Time - 08:00 hours October 13, 1998 to 16:00 hours October

16, 1998

Column 4 Species and Quota - 1) lake whitefish: 9,090 kg; 2) walleye: 225

kg; 3) yellow perch: 1 kg; 4) northern pike: 450 kg; 5) tullibee: 1 kg; 6)

lake trout: 1 kg

Column 1 Waters -

b) In respect of all other waters

Column 2 Gear - gill net

Column 3 Open Time - Closed

Column 4 Species and Quota - 1) lake whitefish: 1 kg; 2) walleye: 1 kg; 3)

yellow perch: 1 kg; 4) northern pike: 1 kg; 5) tullibee: 1 kg; 6) lake

trout: 1 kg

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JUSTICE

OFFICE OF THE PUBLIC TRUSTEE

UNCLAIMED BALANCES

For the period July 1, 1998 to August 31, 1998

(Public Trustee Act)

Amount Date

Beneficiary Name Remitted Remitted Estate Name

Aisaican, Jason Howard

missing person $236.83 7/16/98 Aisaican, Jason Howard

Archibald, John Smith $4086.17 7/23/98 Archibald, John Smith

Astill, Tanya missing person $153.85 7/16/98 Astill, Tanya

Auger, Albert missing person $861.72 7/16/98 Auger, Albert

Auger, Michael missing person $158.58 7/16/98 Auger, Michael

Bellerose, Edward missing person $186.45 7/16/98 Bellerose,

Edward

Berard, Mary Ann missing person $152.31 7/16/98 Berard, Mary

Ann

Bigstone, Gerard Peter

missing person $93.13 7/16/98 Bigstone, Gerard Peter

Brown, James missing person $204.63 7/16/98 Brown, James

Cardinal, Florence missing person $295.24 7/16/98 Cardinal,

Florence

Cardinal, Gerald missing person $756.61 7/16/98 Cardinal,

Gerald

Courte, Theresa missing person $252.76 7/16/98 Courte, Theresa

Courture, Shirley Ann

missing person $515.54 7/16/98 Courture, Shirley Ann

Craig, Alice missing beneficiary $1383.00 8/31/98 Allan, Ethel

Marguerite

Cryer, Helen missing person $428.88 7/16/98 Cryer, Helen

Dumont, Sharon missing person $9.04 7/16/98 Dumont, Sharon

Dyck, Melvin missing person $129.83 7/16/98 Dyck, Melvin

Ermineskin, Jean missing person $620.20 7/16/98 Ermineskin,

Jean

Ermineskin, Joyce missing person $200.81 7/16/98 Ermineskin,

Joyce

Feragen, Rockie missing person $111.57 7/16/98 Feragen, Rockie

Fernie, Charmaine missing person $213.51 7/16/98 Fernie,

Charmaine

Fisch, Laurie missing person $363.42 7/16/98 Fisch, Laurie

Galvin, Janet missing person $604.06 7/16/98 Galvin, Janet

Gambler, Dean missing person $169.57 7/16/98 Gambler, Dean

Gambler, Margaret missing person $73.41 7/16/98 Gambler,

Margaret

Garselius, Gunner missing person $291.51 7/16/98 Garselius,

Gunner

Gilbert, Gerald missing person $131.44 7/16/98 Gilbert, Gerald

Gunderson, Gilbert missing person $1019.48 7/16/98 Gunderson,

Gilbert

Hairybull, Eugene missing person $332.20 7/16/98 Hairybull,

Eugene

Happell, Gladyce

missing beneficiary $17844.93 8/31/98 Bjerke, Theodore

Holton, Lucy missing person $911.22 7/16/98 Holton, Lucy

Imbeau, Dale missing person $190.54 7/16/98 Imbeau, Dale

Iochelli, Catherina missing person $100.55 7/16/98 Iochelli,

Catherina

Johnson, Norman Claud

missing beneficiaries $4408.94 7/6/98 Johnson, Norman Claud

Karpinski, Kenneth Donald

missing person $162.94 7/16/98 Karpinski, Kenneth Donald

Kopp, Robert Rack missing person $227.40 8/13/98 Kopp, Robert

Rack

Lapping, Barry missing person $189.92 7/16/98 Lapping, Barry

Lee, Cheryl Ann missing person $241.11 7/16/98 Lee, Cheryl Ann

Lemaigre, Barry missing person $176.97 7/16/98 Lemaigre, Barry

Leverington, Colleen missing person $141.73 7/16/98 Leverington, Colleen

Little Backbone, Arnold

missing person $377.50 7/16/98 Little Backbone, Arnold

Lizotte, Nelson missing person $792.94 7/16/98 Lizotte, Nelson

Logan, Michael J missing person $137.79 7/16/98 Logan, Michael

Loroff, Roxanne missing person $201.17 7/16/98 Loroff, Roxanne

Miller, Shirley missing beneficiary $17400.69 8/31/98 Bjerke,

Theodore

Morris, Talmadge

missing beneficiary $1383.00 8/31/98 Allan, Ethel Marguerite

Ostrovsky, Helen

missing beneficiary $313.18 8/31/98 Shuster, Clarence

Pekats, Sylvia missing beneficiary $313.17 8/31/98 Shuster,

Clarence

Schertzer, Eleanor

missing beneficiary $313.18 8/31/98 Shuster, Clarence

Thiessen, Mrs. missing beneficiary $688.62 8/31/98 Allan, Ethel

Marguerite

MUNICIPAL AFFAIRS

The Registrar's Periodical, corporate registration, incorporation and other

notices of the Corporate Registry are listed at the end of this issue.

________________________________________________________________________

ALBERTA OPPORTUNITY COMPANY

LOAN AUTHORIZATIONS FOR THE MONTH OF AUGUST, 1998

(Alberta Opportunity Fund Act)

725718 Alberta Ltd. Falher. Fast food restaurant.

Majority Owners : Mona Kamaldean

Loan Authorized: 18,500.

Purpose: Renovations, Equipment, Working capital.

792353 Alberta Ltd. Brooks. Supplier of premises.

Majority Owners: Magic's Auto Parts Ltd. M & G Auto Service Ltd.

Loan Authorized: 227,000.

Purpose: Change of ownership.

Amyotte, M. Bonnyville. Sewing / Fabric store.

Majority Owners: Monique Marie Amyotte.

Loan Authorized: 19,000.

Purpose: Restructure debt, Working capital.

Bluebird Painting & Decorating Ltd. Grimshaw. Restaurant.

Majority Owners: Omar Ali Fayad.

Loan Authorized: 114,000.

Purpose: Construct new premises.

Broken Toy Autobody Ltd. High Level. Autobody repairs & painting.

Majority Owners: Leonard Pelletier, Sheryl Pelletier.

Loan Authorized: 165,000.

Purpose: Construct new premises.

Cochrane Theatre Inc. Cochrane. Movie theatre.

Majority Owners: Moir Stats Production Inc., Prairie Rose Dev. Inc., Hal

Wolf.

Loan Authorized: 950,000.

Purpose: Establish new business.

Commercial Woodcrafts Inc. St. Albert. Manufacturing of architectural

millwork.

Majority Owner: John Ikjaer, Sandor Bauernhuber.

Loan Authorized: 82,000.

Purpose: Working capital.

Dwayne Air Ltd. DeWinton. Helicopter services.

Majority Owners: Bernard Wayne Bell, Monika Renate Bell.

Loan Authorized: 50,000. loan. 50,000. guarantee.

Purpose: Working capital, Support operating line of credit.

L.A. Silk Flowers & Tropicals Ltd. Lethbridge. Flower and Card shop.

Majority Owners: Diana Reurink.

Loan Authorized: 20,000.

Purpose: Equipment, Leasehold improvements.

Longstaff, J. Sylvan Lake. Digital Photography.

Majority Owners: John Longstaff.

Loan Authorized: 40,000.

Purpose: Equipment.

MacSwain, S. Ponoka. Billiard Hall.

Majority Owners: Sharol Ann MacSwain.

Loan Authorized: 40,000.

Purpose: Restructure debt, Working capital.

Master Billiards Enterprises Ltd. Cold Lake. Billiard Hall / Restaurant /

Bar.

Majority Owners: Rex George Bailey.

Loan Authorized: 132,800.

Purpose: Purchase existing business.

Orbit Construction Services Ltd. Westlock. Installer of guardrails.

Majority Owners: Kevin Smith.

Loan Authorized: 153,000.

Purpose: Restructure debt, Equipment.

Rica's Daycare Ltd. Lethbridge. Convenience store & Gas bar.

Majority Owners: Lloyde Simmons, Wendy Simmons.

Loan Authorized: 42,500.

Purpose: Inventory.

Roy Land Holdings Corp. St. Albert. Supplier of premises.

Majority Owners: Daniel Roy, Dawne Roy.

Loan Authorized: 40,000.

Purpose: Construct premises.

Ruth E. White Professional Corporation. Lethbridge. Certified General

Accountant.

Majority Owners: Ruth E. White.

Loan Authorized: 20,000.

Purpose: Working capital.

________________________________________________________________________

SAFETY CODES COUNCIL

JOINT MUNICIPAL ACCREDITATION (REVISED)

(Safety Codes Act)

Pursuant to

section 23 of the Safety Codes Act, it is hereby ordered that

the municipalities listed in this order, having satisfied the terms and

conditions of the Safety Codes Council are authorized to administer the

Safety Codes Act within their jurisdiction for Fire, all parts of the

Alberta Fire Code, including investigations, excluding

part 4 requirements

for Tank Storage of Flammable and Combustible Liquids, excluding any or all

things, processes or activities owned by or under the care and control of

Corporations accredited by the Safety Codes Council

Town of Gibbons; Town of Morinville; Sturgeon County; Town of Bon Accord;

Town of Redwater; Town of Legal

Accreditation No. J000122, Order No. O00000372, November 24, 1995

________________________________________________________________________

MUNICIPAL ACCREDITATION

(Safety Codes Act)

Pursuant to

section 23 of the Alberta Safety Codes Act, it is hereby

ordered that

- Village of Carmangay, Accreditation No. M000425, Order No. O00001068,

October 1, 1998

authorized to administer the Alberta 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 23 of the Alberta Safety Codes Act, it is hereby

ordered that

- Village of Carmangay, Accreditation No. M000425, Order No. O00001069,

October 1, 1998

authorized to administer the Alberta 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 23 of the Alberta Safety Codes Act, it is hereby

ordered that

- Village of Carmangay, Accreditation No. M000425, Order No. O00001070,

October 1, 1998

authorized to administer the Alberta 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 23 of the Alberta Safety Codes Act, it is hereby

ordered that

- Village of Carmangay, Accreditation No. M000425, Order No. O00001071,

October 1, 1998

authorized to administer the Alberta 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.

________________________________________________________________________

ALBERTA SECURITIES COMMISSION

NATIONAL INSTRUMENT 71-101

THE MULTIJURISDICTIONAL DISCLOSURE SYSTEM

TABLE OF CONTENTS

PART TITLE

PART 1

DEFINITIONS

1.1

Definitions

PART 2 GENERAL

2.1 Timing of Filing

2.2 Successor Issuers

2.3 Successor Issuer

Interpretation

PART 3 MJDS PROSPECTUS DISTRIBUTIONS OF SECURITIES OF U.S. ISSUERS

3.1 General Eligibility Criteria

3.2 Alternative Eligibility Criteria for Certain Guaranteed

Issues

3.3 Limitation on Distribution of Derivative Securities

3.4 Preliminary MJDS Prospectus and MJDS Prospectus

PART 4 FORM AND CONTENT OF MJDS PROSPECTUS

4.1 Distributions in Canada and the U.S.

4.2 Distributions only in Canada

4.3 Additional Legends and Disclosure

4.4 Incorporation by Reference

4.5 Statements Modified or Superseded

4.6 Reconciliation of Financial Statements

4.7 General Certification Requirements

4.8 Certificate Requirement for Rule 415 Offerings

4.9 Certificate Requirement for Rule 430A Offerings

4.10 Certificates for Rule 430A Pricing Prospectus

4.11 Signing of Certificates by Agent

PART 5 FILING PROCEDURES

5.1 Specification of Principal Jurisdiction

5.2 Alternate Principal Jurisdiction

5.3 SEC Review

PART 6 FILING DOCUMENTS

6.1 Principal Jurisdiction

6.2 Canada-U.S. Offering

6.3 Non-Principal Jurisdictions

6.4 Certificate Regarding Eligibility Criteria

6.5 Consents

6.6 Further Consents

6.7 Form of Consent

6.8 Reports on Property

6.9 Appointment of Agent for Service

6.10 Powers of Attorney

6.11 Notification of Effectiveness

6.12 Exhibits to Registration Statement

6.13 Rule 415 Offerings

6.14 French Language Documentation Not Required

PART 7 AMENDMENT AND SUPPLEMENT PROCEDURES

7.1 Form of Amendment or Supplement

7.2 Modification or Amendment

7.3 Post-Effective Amendment

7.4 Amendment to Additional Disclosure

7.5 Filing of Rule 415 Prospectus Supplement

7.6 Rule 415 Prospectus Supplement Not Filed

7.7 Filing of Rule 430A Pricing Prospectus

7.8 Incorporation by Reference of Pricing Information

7.9 Filing of Revised U.S. Prospectus or Prospectus

Supplement

PART 8 DISSEMINATION REQUIREMENTS

8.1 General

8.2 Prospectus Supplements

8.3 Rule 430A Pricing Prospectus

8.4 Documents Incorporated by Reference

8.5 Provision of Documents Incorporated by Reference

PART 9 REGISTRATION REQUIREMENTS

9.1 Rights offerings

PART 10 CONFLICTS OF INTEREST

10.1 Distributions of a Registrant, Connected Issuer or a

Related Issuer

PART 11 GENERAL

11.1 Representations as to Listing

11.2 Solicitations of Expressions of Interest

11.3 Other Prospectus Requirements

PART 12 BIDS FOR SECURITIES OF U.S. ISSUERS

12.1 General Eligibility Criteria

12.2 MJDS Take-Over Bid Circular and MJDS Issuer Bid Circular

12.3 Securities Exchange Bids

12.4 Compliance with U.S. tender offer requirements

12.5 Form and Content of Bid Documents

12.6 Incorporation by Reference

12.7 Statements Modified or Superseded

12.8 Reconciliation of Financial Statements

12.9 Certificates

12.10 Bid Circular Filing Procedures

12.11 Notification to Offeree Issuer

12.12 French Language Documentation Not Required

12.13 MJDS Directors' Circulars and MJDS Director's or

Officer's Circulars

12.14 Securities Exchange Bids

12.15 Notices of Variation and Notices of Change

12.16 Dissemination Requirements

PART 13 BUSINESS COMBINATIONS

13.1 Eligibility Criteria

13.2 Form and Content of Disclosure Documents and Procedures

PART 14 MATERIAL CHANGE REPORTING

14.1 News Release

14.2 Material Change Reports

PART 15 FINANCIAL STATEMENTS, ANNUAL INFORMATION FORMS AND

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

15.1 Financial Statements

15.2 Annual Reports, Annual Information Forms and Management's

Discussion and Analysis

PART 16 PROXIES AND PROXY SOLICITATION

16.1 Proxy Solicitation by a U.S. Issuer

16.2 Proxy Solicitation by Another Person or Company

16.3 Determination of Eligibility

PART 17 INSIDER REPORTING

17.1 Insider Reporting

PART 18 COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A

REPORTING ISSUER

18.1 Communication with Beneficial Owners of Securities of a

Reporting Issuer

PART 19 TRUST INDENTURE REQUIREMENTS

19.1 Trust Indenture Requirements

PART 20 FINANCIAL DISCLOSURE

20.1 Financial Disclosure

PART 21 EXEMPTIONS

21.1 Exemption

21.2 Evidence of Exemption

PART 22 EFFECTIVE DATE

22.1 Effective Date

APPENDIX A

METHOD 1 FOR PROSPECTUS CERTIFICATES FOR RULE 415 OFFERINGS

APPENDIX B

METHOD 2 FOR PROSPECTUS CERTIFICATES FOR RULE 415 OFFERINGS

FORM 71-101F1

FORMS OF SUBMISSION TO JURISDICTION AND APPOINTMENT OF

AGENT FOR SERVICE OF PROCESS

1. MJDS Prospectus Distribution of Securities

2. Take-over or Issuer Bid

3. Trust Indenture

NATIONAL INSTRUMENT 71-101

THE MULTIJURISDICTIONAL DISCLOSURE SYSTEM

PART 1

DEFINITIONS

1.1

Definitions

In this Instrument

"acting jointly or in concert" has the same

interpretation as in

securities legislation;

"affiliated party", for an issuer, means a person or company that

directly, or indirectly through one or more intermediaries, controls or is

controlled by, or is under common control with, the issuer;

"bid" means a take-over bid or an issuer bid;

"bid circular" means a take-over bid circular or an issuer bid

circular as those terms are used in securities legislation;

"business combination" means a statutory merger or consolidation or

similar plan or acquisition requiring the vote or consent of

securityholders of a person or company, in which securities of the person

or company or another person or company held by the securityholders will

become or be exchanged for securities of any other person or company;

"commodity pool issuer" means an issuer formed and operated for the

purpose of investing in commodity futures contracts, commodity futures,

related products, or a combination of them;

"connected issuer" has the meaning ascribed to the term "connected

issuer" or "connected party" in securities legislation;

"control", with respect to an issuer, means the possession, direct or

indirect, of the power to direct or cause the direction of the management

and policies of the issuer, whether through the ownership of voting

securities, by contract or otherwise, and "under common control with" has a

corresponding meaning;

"convertible", for debt or preferred shares, means that the rights

and attributes attaching to the securities include a right or option to

purchase, convert into, exchange for or otherwise acquire a security of the

issuer or of another issuer that is

(

a) an equity share,

(

b) a debt or a preferred share not having an investment grade

rating in the case of a debt or a preferred share having an investment

grade rating, or

(

c) another security that itself has a right or option to purchase,

convert into, exchange for or otherwise acquire a security of the issuer or

another issuer that is an equity share, or a debt or a preferred share not

having an investment grade rating in the case of a debt or a preferred

share having an investment grade rating;

"convert" has a corresponding meaning to the term "convertible";

"dealer registration requirement" means the requirement in securities

legislation that prohibits a person or company from trading in a security

unless the person or company is registered in the appropriate category of

registration under securities legislation;

"equity shares" means common shares, non-voting equity shares and

subordinate or restricted voting equity shares, but excludes preferred

shares;

"expertised statement" means part of a disclosure document required

to be filed for a distribution or bid made under this Instrument, a

document that is incorporated by reference in the disclosure document, or a

report used in or in connection with the disclosure document or any

document incorporated by reference in the disclosure document, that in each

case is purported to be made on the authority of an expert;

"foreign issuer" means an issuer that is not incorporated or

organized under the laws of Canada or a jurisdiction, unless

(

a) voting securities carrying more than 50 percent of the votes

for the election of directors are held by persons or companies whose last

address as shown on the books of the issuer is in Canada, and

(

b) any one or more of

(

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

issuer are citizens or residents of Canada,

(ii) more than 50 percent of the assets of the issuer are

located in Canada, or

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

Canada;

"independent underwriter" means a person or company that underwrites

securities distributed by MJDS prospectus that is not the issuer and in

respect of which

(

a) if the person or company is a registrant, the issuer is

not a connected issuer or related issuer, or

(

b) if the person or company is not a registrant, would not

be a connected issuer or related issuer if the person or company was a

registrant;

"insider bid" has the meaning ascribed to that term in securities

legislation;

"insider reporting requirement" means the requirement in securities

legislation for an insider of a reporting issuer to file reports disclosing

the insider's direct or indirect beneficial ownership of, or control or

direction over, securities of the issuer;

"intermediary", for purposes of

section 18.1, means a registered

dealer or adviser, a bank or trust company, a participant in a clearing

agency, a trustee or administrator of a self-administered retirement

savings plan, retirement income fund, education savings plan, or other

similar self-administered savings or investment plan registered under the

ITA, or a nominee of any of those persons, that holds a security on behalf

of another person or company that is not the registered holder of the

security, unless excluded from the definition of "intermediary" by National

Policy Statement No. 41 or any successor instrument to that national policy

statement;

"investment grade rating" means a provisional rating by a rating

organization in one of its generic rating categories that signifies

investment grade;

"issuer tender offer statement" means an issuer tender offer

statement on

Schedule 13E-4 under

Section 13(e)(1) of the 1934 Act;

"issuer bid" has the meaning ascribed to that term in securities

legislation;

"majority-owned subsidiary" means a person or company of which voting

securities carrying more than 50 percent of the votes for the election of

directors are held by any one or more of

(

a) another person or company, and

(

b) the other majority-owned subsidiaries of that other person or

company;

"method 1" means the first of the two alternative methods of

providing prospectus certificates for rule 415 offerings made under this

Instrument set forth in Appendix A;

"method 2" means the second of the two alternative methods of

providing prospectus certificates for rule 415 offerings made under this

Instrument set forth in Appendix B;

"MJDS" means the multijurisdictional disclosure system established by

this Instrument;

"MJDS directors' circular" means, for a take-over bid for a class of

securities of a U.S. issuer made under this Instrument, a tender offer

solicitation/recommendation statement, amendments to that statement and all

other information and materials required or permitted to be disseminated to

holders of the securities by the offeree issuer or its board of directors

for a tender offer made for the securities under U.S. federal securities

law, that in each case complies with the form and content requirements of

subsection 12.4(2);

"MJDS director's or officer's circular" means, for a take-over bid

for a class of securities of a U.S. issuer made under this Instrument, a

tender offer solicitation/recommendation statement, amendments to that

statement and all other information and materials required or permitted to

be disseminated to holders of the securities by an individual director or

officer for a tender offer made for the securities under U.S. federal

securities law, that in each case complies with the form and content

requirements of subsection 12.4(2);

"MJDS issuer bid circular" means, for an issuer bid for a class of

securities of a U.S. issuer made under this Instrument, an issuer tender

offer statement, amendments to that statement and all other information and

materials required to be disseminated to holders of the securities by the

issuer for an issuer tender offer made for the securities under U.S.

federal securities law, that in each case complies with the form and

content requirements of subsection 12.4(1);

"MJDS prospectus" means, for a distribution of securities under this

Instrument other than under

section 12.3, a U.S. prospectus that contains

the additional information, legends and certificates required by, and

otherwise complies with the disclosure requirements of, this Instrument;

"MJDS take-over bid circular" means, for a take-over bid for a class

of securities of a U.S. issuer made under this Instrument, a tender offer

statement, amendments to that statement and all other information and

materials required to be disseminated to holders of the securities by the

offeror for a tender offer made for the securities under U.S. federal

securities law, that in each case complies with the form and content

requirements of subsection 12.4(1);

"MTN program" means a continuous rule 415 offering of debt in which

the specific variable terms of the individual securities and the offering

of the securities are determined at the time of sale;

"Nasdaq" means the Nasdaq Stock Market;

"NNM" means the Nasdaq National Market;

"non-convertible" means securities that are not convertible;

"offeree issuer" has the meaning ascribed to that term in securities

legislation;

"offeror" has the meaning ascribed to that term in securities

legislation;

"parent", for a majority-owned subsidiary, means a person or company

that, alone or together with any one or more of the person or company's

other majority-owned subsidiaries, holds voting securities of the

majority-owned subsidiary carrying more than 50 percent of the votes for

the election of directors;

"preliminary MJDS prospectus" means, for a distribution of securities

under this Instrument other than under

section 12.3, a preliminary form of

MJDS prospectus;

"principal jurisdiction" means the jurisdiction specified in

accordance with

section 5.1;

"principal market", for a class of securities, means the single

securities market with the largest aggregate trading volume for the class

of securities in the preceding 12 calendar month period;

"prospectus requirement" means the prohibition in securities

legislation from a person or company distributing a security unless a

preliminary prospectus and prospectus for the distribution have been filed

and receipts obtained for them;

"public float", for a class of securities, means

(

a) the aggregate market value of the securities held by persons or

companies that are not affiliated parties of the issuer of the securities,

calculated by using the price at which the securities were last sold in the

principal market for the securities on the date specified in the applicable

provision of this Instrument, or the average of the bid and asked prices of

the securities in the principal market on that date if there were no sales

on that date,

(

b) if there is no market for the class of securities, the book

value of the securities held by persons or companies that are not

affiliated parties of the issuer of the securities computed on that date,

and

(

c) if the issuer of the class of securities is in bankruptcy or

receivership or has an accumulated capital deficit, one-third of the

principal amount, par value or stated value of the securities held by

persons or companies that are not affiliated parties of the issuer of the

securities computed on that date;

"rating organization" means each of CBRS Inc., Dominion Bond Rating

Service Limited, Moody's Investors Service, Inc., Standard & Poor's

Corporation and any entity recognized by the SEC as a nationally recognized

statistical rating organization as that term is used in Rule

15c3-1(c)(2)(vi)(

F) under the 1934 Act;

"related issuer" has the meaning ascribed to the term "related

issuer" or "related party" in securities legislation;

"rule 415 offering" means a distribution under Rule 415 under the

1933 Act that is made under this Instrument;

"rule 415 prospectus supplement" means a form of prospectus

supplement prepared for a rule 415 offering;

"rule 430A offering" means a distribution under Rule 430A under the

1933 Act that is made under this Instrument;

"rule 430A pricing prospectus" means a MJDS prospectus prepared for a

rule 430A offering that contains the information omitted from the U.S.

prospectus included as part of the registration statement at the time of

effectiveness of the registration statement, as permitted by Rule 430A

under the 1933 Act;

"securities exchange bid" means a bid in which the consideration for

the securities of the offeree issuer consists, in whole or in part, of

securities of an offeror or other issuer;

"specified predecessor" means, for a successor issuer continuing

after a business combination, a predecessor to the successor issuer whose

assets and gross revenues in aggregate would contribute less than 20

percent of the total assets and gross revenues from continuing operations

of the successor issuer, based on a pro forma combination of each

predecessor's financial position and results of operations for its most

recently completed financial year ended before the business combination for

which financial statements have been filed;

"successor issuer" means an issuer subsisting as an issuer after a

business combination;

"take-over bid" has the meaning ascribed to that term in securities

legislation;

"tender offer solicitation/recommendation statement" means a

statement made under rule 14d-9 or 14e-2 under the 1934 Act;

"tender offer statement" means a tender offer statement on

Schedule

14D-1 under

section 14(

d) of the 1934 Act;

"U.S. federal securities law" means the federal statutes of the

United States of America concerning the regulation of securities markets

and trading in securities and the regulations, rules, forms and schedules

under those statutes;

"U.S. issuer" means a foreign issuer that is incorporated or

organized under the laws of the United States of America or any state or

territory of the United States of America or the District of Columbia;

"U.S. prospectus" means a prospectus that has been prepared in

accordance with the disclosure and other requirements of U.S. federal

securities law for an offering of securities registered under the 1933 Act,

or if the offering is not being made contemporaneously in the U.S., as if

the offering is being made on a registered basis in the United States of

America;

"voting securities" means securities the holders of which have a

present entitlement to vote for the election of directors;

"1934 Act filings" means all filings required to be made with the SEC

under sections 13, 14 and 15(

d) of the 1934 Act; and

"1940 Act" means the Investment Company Act of 1940 of the United

States of America.

PART 2 GENERAL

2.1 Timing of Filing - Unless otherwise provided in this Instrument,

documents that must be filed under this Instrument that are also filed

with the SEC shall be filed as nearly as practicable contemporaneously with

the filing with the

SEC.

2.2 Successor Issuers - A successor issuer satisfies the eligibility

criteria set forth in subparagraphs 3.1(a)(iii), 3.1(b)(ii) and (iii) and

paragraphs

12.3(1)(

c) and 13.1(1)(

c) if

(

a) since the business combination the successor issuer has made

all 1934 Act filings and, if applicable, has had a class of its securities

listed on the New York Stock Exchange or the American Stock Exchange or

quoted on NNM;

(

b) the successor issuer is in compliance with the obligations

arising from the listing or quotation referred to in paragraph (a), if

applicable; and

(

c) the filing, listing or quotation requirement to be satisfied

for a period of 12 or 36 months is satisfied for each predecessor, other

than a specified predecessor.

2.3 Successor Issuer

Interpretation - In determining if the filing,

listing or quotation requirement in paragraph 2.2(

c) is satisfied for a

period of 12 or 36 months for each predecessor, the period during which the

successor issuer satisfied the requirement shall be added to the

immediately preceding period during which the predecessor satisfied the

requirement.

PART 3 MJDS PROSPECTUS DISTRIBUTIONS OF SECURITIES OF U.S. ISSUERS

3.1 General Eligibility Criteria - Subject to

section 3.3, this

Instrument may be used to distribute

(

a) debt that has an investment grade rating or preferred shares

that have an investment grade rating, in each case at the time the

preliminary MJDS prospectus is filed in the principal jurisdiction, or

rights that, upon issuance, are immediately exercisable for any of these

securities, if

(

i) the issuer is a U.S. issuer,

(ii) the issuer

(

A) has a class of securities registered under

section

12(

b) or 12(

g) of the 1934 Act, or

(

B) is required to file reports under

section 15(

d) of

the 1934 Act,

(iii) the issuer has filed with the SEC all 1934 Act filings

for a period of 12 calendar months immediately before the filing of the

preliminary MJDS prospectus in the principal jurisdiction,

(iv) the issuer is not registered or required to be registered

as an investment company under the 1940 Act,

(

v) the issuer is not a commodity pool issuer, and

(vi) the securities being offered or issuable upon the

exercise of the rights either,

(

A) are non-convertible, or

(

B) if convertible, may not be converted for at least

one year after issuance, and the equity shares of the issuer of the

securities into which the offered securities are convertible have a public

float of not less than U.S. $75,000,000, determined as of a date within 60

days before the filing of the preliminary MJDS prospectus in the principal

jurisdiction;

(

b) rights to purchase additional securities of its own issue

issued by a U.S. issuer to its existing securityholders and the securities

issued upon the exercise of the rights, if

(

i) the issuer meets the eligibility criteria specified in

subparagraphs (a)(ii), (iv) and (v),

(ii) the issuer has filed with the SEC all 1934 Act filings

for a period of 36 calendar months immediately before the filing of the

preliminary MJDS prospectus in the principal jurisdiction,

(iii) the issuer has had a class of its securities listed on

the New York Stock Exchange or the American Stock Exchange or quoted on the

NNM for a period of at least 12 calendar months immediately before the

filing of the preliminary MJDS prospectus in the principal jurisdiction and

is in compliance with the obligations arising from the listing or

quotation,

(iv) the rights are exercisable immediately upon issuance,

(

v) subject to subparagraph (vi), the rights issued to

to residents of the United States of America, and

(vi) beneficial ownership of rights issued to a resident of

Canada are not transferable to a resident of Canada, other than residents

to whom rights of the same issue were granted, provided that,

(

A) the securities issuable upon exercise of the rights

may be so transferable, and

(

B) this limitation does not restrict the transfer of

rights on a securities exchange or inter-dealer quotation system outside of

Canada; or

(

c) any securities of a U.S. issuer if

(

i) the issuer meets the eligibility criteria specified in

subparagraphs (a)(ii) to (v), and

(ii) the equity shares of the issuer have a public float of

not less than U.S. $75,000,000, determined as of a date within 60 days

before the filing of the preliminary MJDS prospectus in the principal

jurisdiction.

3.2 Alternative Eligibility Criteria for Certain Guaranteed Issues -

Subject to

section 3.3, this Instrument may also be used to distribute

securities of an issuer, if

(

a) the securities distributed are

(

i) non-convertible debt having an investment grade rating,

or non-convertible preferred shares having an investment grade rating, of a

majority-owned subsidiary whose parent meets the eligibility criteria set

forth in subparagraphs 3.1(a)(

i) through (v),

(ii) convertible debt having an investment grade rating, or

convertible preferred shares having an investment grade rating, of a

majority-owned subsidiary that may not be converted for at least one year

after issuance and are convertible only into securities of a parent that

meets the eligibility requirements set forth in subparagraphs 3.1(a)(

i) through (

v) and sub-subparagraph 3.1(a)(vi)(B),

(iii) non-convertible debt, or non-convertible preferred

shares, of a majority-owned subsidiary whose parent meets the eligibility

requirements set forth in paragraph 3.1(c), or

(iv) convertible debt, or convertible preferred shares, of a

majority-owned subsidiary that are convertible only into securities of a

parent that meets the eligibility requirements set forth in paragraph

3.1(c);

(

b) the issuer meets the eligibility criteria set forth in

subparagraphs 3.1(a)(i), (iv) and (v); and

(

c) the parent fully and unconditionally guarantees payment in

respect of the securities being distributed, as to principal and interest

if the securities are debt, and as to liquidation preference, redemption

and dividends if the securities are preferred shares.

3.3 Limitation on Distribution of Derivative Securities

(1) No person or company shall file a prospectus for the

distribution of derivative securities under this Instrument.

(2) Despite subsection (1), warrants, options, rights or

convertible securities may be distributed under this Instrument if the

issuer of the underlying securities to which the warrants, options, rights

or convertible securities relate is eligible under this Instrument to

distribute the underlying securities.

3.4 Preliminary MJDS Prospectus and MJDS Prospectus

(1) A U.S. issuer shall file a preliminary MJDS prospectus and a

MJDS prospectus for a distribution of securities under this Instrument

other than under

section 12.3.

(2) A preliminary MJDS prospectus, an amendment to a preliminary

MJDS prospectus, a MJDS prospectus and an amendment to a MJDS prospectus is

a preliminary prospectus, an amendment to a preliminary prospectus, a

prospectus and an amendment to a prospectus, respectively, for the purposes

of securities legislation.

PART 4 FORM AND CONTENT OF MJDS PROSPECTUS

4.1 Distributions in Canada and the U.S. - Subject to

section 4.2, an

issuer of securities distributed under this Instrument shall file the

registration statement and amendments to the registration statement filed

for the offering with the SEC, together with the related preliminary MJDS

prospectus and MJDS prospectus and amendments and supplements to the

preliminary MJDS prospectus and MJDS prospectus.

4.2 Distributions only in Canada - If a distribution is being made only

in Canada, the issuer does not need to file a registration statement and

amendments to the registration statement, or other information required in

a registration statement but not required in the U.S. prospectus.

4.3 Additional Legends and Disclosure

(1) The following statements shall be printed

(

a) in red ink on the outside front cover page, or on a

sticker on that page, of each preliminary MJDS prospectus used for a

distribution under this Instrument

"This preliminary MJDS prospectus relating to the

securities described in it has been filed in [each of/certain of] the

[provinces/provinces and territories] of Canada but has not yet become

final for the purpose of a distribution. Information contained in this

preliminary MJDS prospectus may not be complete and may have to be amended.

The securities may not be distributed until a receipt is obtained for the

MJDS prospectus.";

(

b) on the outside or inside front cover page, or on a

sticker on that page, of each preliminary MJDS prospectus and MJDS

prospectus

(i) "This offering is being made by a U.S. issuer using

disclosure documents prepared in accordance with U.S. securities laws.

Purchasers should be aware that these requirements may differ from those of

[insert the names of the provinces and territories where qualified]. The

financial statements included or incorporated by reference in this

prospectus have not been prepared in accordance with Canadian generally

accepted accounting principles and may not be comparable to financial

statements of Canadian issuers."

(ii) "[All of] [Certain of] the directors and officers

of the issuer and [all of] [certain of] the experts named in this

prospectus reside outside of Canada. [[Substantially] [A]ll of the assets

of these persons and of the issuer may be located outside Canada.] The

issuer has appointed [name and address of agent for service] as its agent

for service of process in Canada, but it may not be possible for investors

to effect service of process within Canada upon the directors, officers and

experts referred to above. It may also not be possible to enforce against

the issuer, its directors and officers and [certain of] the experts named

in this prospectus judgments obtained in Canadian courts predicated upon

the civil liability provisions of applicable securities laws in Canada."

(iii) "This prospectus constitutes a public offering of

these securities only in those jurisdictions where they may be lawfully

offered for sale and in those jurisdictions only by persons permitted to

sell such securities. No securities commission or similar authority in

Canada or the United States of America has in any way passed upon the

merits of the securities offered by this prospectus and any representation

to the contrary is an offence."; and

(

c) in each preliminary MJDS prospectus and MJDS prospectus

"Securities legislation in [certain of the

provinces [and territories] of Canada] [the Province of... [insert name of

local jurisdiction, if applicable]] provides purchasers with the right to

withdraw from an agreement to purchase securities within two business days

after receipt or deemed receipt of a prospectus and any amendment. [In

several of the provinces [and territories], the] securities legislation

further provides a purchaser with remedies for rescission [or [, in some

jurisdictions,] damages] if the prospectus and any amendment contains a

misrepresentation or is not delivered to the purchaser, provided that such

remedies for rescission [or damages] are exercised by the purchaser within

the time limit prescribed by the securities legislation of the purchaser's

province [or territory]. The purchaser should refer to the applicable

provisions of the securities legislation of the purchaser's province [or

territory] for particulars of these rights or consult with a legal adviser.

Rights and remedies also may be available to purchasers under U.S. law;

purchasers may wish to consult with a U.S. legal adviser for particulars of

these rights."

(2) A preliminary MJDS prospectus, MJDS prospectus or amendment or

supplement to a preliminary MJDS prospectus or MJDS prospectus need not

contain any disclosure relevant solely to U.S. offerees or purchasers,

including

(

a) any "red herring" legend required by U.S. federal

securities law;

(

b) except as provided in paragraph (1)(b)(iii), any legend

regarding approval or disapproval by the SEC;

(

c) any discussion of U.S. tax considerations other than

those material to Canadian purchasers; and

(

d) the names of U.S. underwriters not acting as underwriters

in Canada or a description of the U.S. plan of distribution, except to the

extent necessary to describe facts material to the Canadian distribution.

4.4 Incorporation by Reference - Except as otherwise provided in this

Instrument, documents incorporated or deemed to be incorporated by

reference into a U.S. prospectus under U.S. federal securities law shall

be, and are deemed to be, incorporated by reference into a preliminary MJDS

prospectus or MJDS prospectus.

4.5 Statements Modified or Superseded

(1) A statement in a document incorporated or deemed to be

incorporated by reference into a MJDS prospectus shall be deemed to be

modified or superseded, for the purposes of the MJDS prospectus, to the

extent that a statement in the MJDS prospectus or in any other subsequently

filed document that also is or is deemed to be incorporated by reference

into the MJDS prospectus modifies or supersedes the statement.

(2) The modifying or superseding statement need not state that it

has modified or superseded a prior statement or include any other

information in the document that it modifies or supersedes.

(3) The making of a modifying or superseding statement shall not be

deemed an admission for any purpose that the modified or superseded

statement, when made, constituted a misrepresentation, an untrue statement

of material fact or an omission to state a material fact that is required

to be stated or that is necessary to make a statement not misleading in

light of the circumstances in which it was made.

(4) A statement so modified or superseded shall not be deemed in

its unmodified or superseded form to constitute part of the MJDS

prospectus.

(5) If documents are incorporated by reference into a preliminary

MJDS prospectus or MJDS prospectus, the

section in the preliminary MJDS

prospectus or MJDS prospectus that provides information about incorporation

by reference shall include a statement that information has been

incorporated by reference from documents filed with the Canadian securities

regulatory authority in each jurisdiction in which the distribution is

being made and shall state the name, address and telephone number of an

officer of the issuer from whom copies of the documents may be obtained on

request without charge.

4.6 Reconciliation of Financial Statements

(1) A preliminary MJDS prospectus and a MJDS prospectus used to

distribute securities eligible under paragraph 3.1(

c) shall include a

reconciliation of the financial statements required to be included or

incorporated by reference in the preliminary MJDS prospectus and MJDS

prospectus to Canadian GAAP in the notes to the financial statements or as

a supplement included or incorporated by reference in the preliminary MJDS

prospectus and MJDS prospectus.

(2) A reconciliation required to be included in the financial

statements under subsection (1) shall explain and quantify as a separate

reconciling item any significant differences between the principles applied

in the financial statements, including note disclosure, and Canadian GAAP

and, in the case of the reconciliation of the annual financial statements,

shall be covered by an auditor's report.

4.7 General Certification Requirements - Except as provided in sections

4.8 to 4.10, each preliminary MJDS prospectus and MJDS prospectus used for

a distribution under this Part shall contain

(

a) a certificate in the following form, signed by the chief

executive officer, the chief financial officer, and, on behalf of the board

of directors of the issuer, any two directors of the issuer, other than the

chief executive officer and the chief financial officer, any person or

company who is a promoter of the issuer and each person or company who is a

guarantor of the securities distributed under the MJDS prospectus

"The foregoing [insert, if applicable, ---", together

with the documents incorporated in this prospectus by reference,"]

constitutes full, true and plain disclosure of all material facts relating

to the securities offered by this prospectus as required by [insert

applicable references] [insert if offering made in Quebec ---" and does not

contain any misrepresentation likely to affect the value or the market

price of the securities to be distributed"]"; and

(

b) if there is an underwriter, a certificate in the following

form, signed by each underwriter who is in a contractual relationship with

the issuer or selling securityholder for the securities distributed under

the MJDS prospectus

"To the best of our knowledge, information and belief,

the foregoing [insert, if applicable, ---", together with the documents

incorporated in this prospectus by reference,"] constitutes full, true and

plain disclosure of all material facts relating to the securities offered

by this prospectus as required by [insert applicable references] [insert if

offering made in Quebec---"and does not contain any misrepresentation

likely to affect the value or the market price of the securities to be

distributed."]".

4.8 Certificate Requirement for Rule 415 Offerings - A preliminary MJDS

prospectus, an amendment to a preliminary MJDS prospectus, a MJDS

prospectus and an amendment to a MJDS prospectus filed for a rule 415

offering under this Part shall contain certificates prepared in accordance

with method 1 or method 2.

4.9 Certificate Requirement for Rule 430A Offerings - For a rule 430A

offering,

(

a) a preliminary MJDS prospectus, amendment to a preliminary MJDS

prospectus and a MJDS prospectus,

(

b) an amended MJDS prospectus filed to commence a new period for

filing a rule 430A pricing prospectus, and

(

c) an amendment to a MJDS prospectus filed for a rule 430A

offering before the information omitted from the MJDS prospectus has been

filed in either a rule 430A pricing prospectus or an amendment

shall contain

(

i) a certificate in the following form, signed by the chief

executive officer, the chief financial officer, and, on behalf of the board

of directors of the issuer, any two directors of the issuer, other than the

chief executive officer and chief financial officer, any person or company

who is a promoter of the issuer and each person or company who is a

guarantor of the securities to be distributed under the MJDS prospectus

"The foregoing, together with the documents

incorporated in this prospectus by reference as of the date of the

prospectus providing the information permitted to be omitted from this

prospectus, will constitute full, true and plain disclosure of all material

facts relating to the securities offered by this prospectus as required by

[insert applicable references] [insert if offering made in Quebec---"and

will not contain any misrepresentation likely to affect the value or the

market price of the securities to be distributed."]"; and

(ii) if there is an underwriter, a certificate in the

following form, signed by each underwriter who is in a contractual

relationship with the issuer or selling securityholder for the securities

distributed under the MJDS prospectus

"To the best of our knowledge, information and

belief, the foregoing, together with the documents incorporated in this

prospectus by reference, as of the date of the prospectus providing the

information permitted to be omitted from this prospectus, will constitute

full, true and plain disclosure of all material facts relating to the

securities offered by this prospectus as required by [insert applicable

references] [insert if offering made in Quebec---"and will not contain any

misrepresentation likely to affect the value or the market price of the

securities to be distributed".]".

4.10 Certificates for Rule 430A Pricing Prospectus - A rule 430A pricing

prospectus shall contain in place of the certificates referred to in

section 4.9

(

a) a certificate in the following form, signed by the chief

executive officer, the chief financial officer, and, on behalf of the board

of directors of the issuer, any two directors of the issuer, other than the

chief executive officer and chief financial officer, any person or company

who is a promoter of the issuer and each person or company who is a

guarantor of the securities distributed under the MJDS prospectus

"The foregoing [insert, if applicable---", together with

the documents incorporated in this prospectus by reference,"] constitutes

full, true and plain disclosure of all material facts relating to the

securities offered by this prospectus as required by [insert applicable

references] [insert if offering made in Quebec---"and does not contain any

misrepresentation likely to affect the value or the market price of the

securities to be distributed."]"; and

(

b) if there is an underwriter, a certificate in the following

form, signed by each underwriter who is in a contractual relationship with

the issuer or selling securityholder for securities distributed under the

MJDS prospectus

"To the best of our knowledge, information and belief,

the foregoing [insert, if applicable---", together with the documents

incorporated in this prospectus by reference,"] constitutes full, true and

plain disclosure of all material facts relating to the securities offered

by this prospectus as required by [insert applicable references] [insert if

offering also made in Quebec---"and does not contain any misrepresentation

likely to affect the value or the market price of the securities to be

distributed."]".

4.11 Signing of Certificates by Agent - Certificates contained in a

preliminary MJDS prospectus, MJDS prospectus, amendment to a preliminary

MJDS prospectus or MJDS prospectus, rule 415 prospectus supplement or rule

430A pricing prospectus shall be signed in accordance with securities

legislation provided that any or all of the persons or companies required

to sign a certificate may sign the certificate for a distribution made

under this Instrument by an agent duly authorized in writing.

PART 5 FILING PROCEDURES

5.1 Specification of Principal Jurisdiction - At the time of filing a

preliminary MJDS prospectus, the issuer shall send written notice to the

securities regulatory authority and, unless the distribution is being made

in Canada only, to the SEC, stating that the distribution is being made

under the MJDS and specifying the principal jurisdiction.

5.2 Alternate Principal Jurisdiction - If the securities regulatory

authority in the jurisdiction specified in the notice sent under

section

5.1 advises the issuer that it is not prepared to act as principal

jurisdiction, the issuer shall specify another jurisdiction that is

prepared to act as principal jurisdiction and notify the security

regulatory authority in each jurisdiction in which the preliminary MJDS

prospectus was filed and the

SEC.

5.3 SEC Review - If the SEC notifies an issuer that a filing made under

the MJDS has been selected for review, the issuer shall notify the

securities regulatory authority in the principal jurisdiction.

PART 6 FILING DOCUMENTS

6.1 Principal Jurisdiction - The issuer shall file in the principal

jurisdiction

(

a) the preliminary MJDS prospectus, the MJDS prospectus, each

amendment and supplement to the preliminary MJDS prospectus and MJDS

prospectus, the rule 430A pricing prospectus and each rule 415 prospectus

supplement used in Canada,

(

b) all documents incorporated or deemed to be incorporated by

reference in the MJDS prospectus, and

(

c) all other documents required by this Instrument.

6.2 Canada-U.S. Offering - If the distribution is being made in Canada

and the United States of America, the issuer shall also file in the

principal jurisdiction one unsigned copy of the registration statement and

all amendments and exhibits to the registration statement in addition to

the documents specified in

section 6.1.

6.3 Non-Principal Jurisdictions - In the jurisdictions other than the

principal jurisdiction, the issuer shall file

(

a) the preliminary MJDS prospectus, the MJDS prospectus, each

amendment and supplement to the preliminary MJDS prospectus and MJDS

prospectus, the rule 430A pricing prospectus and, subject to

section 7.6,

each rule 415 prospectus supplement used in Canada,

(

b) all documents incorporated or deemed to be incorporated by

reference in the MJDS prospectus, and

(

c) all other documents required by this Instrument.

6.4 Certificate Regarding Eligibility Criteria - At the time of filing a

preliminary MJDS prospectus, an issuer shall file a certificate, signed on

its behalf by a senior officer of the issuer, confirming that the issuer

satisfies the applicable eligibility criteria.

6.5 Consents

(1) The issuer shall file the written consent of an attorney,

auditor, accountant, engineer, appraiser or any other person or company

named as having prepared or certified any expertised statement as follows:

(

a) if the expertised statement is in the preliminary MJDS

prospectus, an amendment to the preliminary MJDS prospectus, the MJDS

prospectus or a document incorporated by reference into the MJDS prospectus

that was filed before the filing of the MJDS prospectus, the consent shall

be filed at the time of filing the MJDS prospectus; and

(

b) if the expertised statement is in an amendment to the

MJDS prospectus, a rule 415 prospectus supplement, a rule 430A pricing

prospectus, or a document incorporated by reference into a MJDS prospectus

that was filed after the filing of the MJDS prospectus, the consent shall

be filed at the time of filing the amendment, the rule 415 prospectus

supplement, the rule 430A pricing prospectus or the document.

(2) Despite subsection (1), the filing requirements in paragraphs

(1)(

a) and (

b) do not apply to the consent of a rating organization that

issues a rating or provisional rating that is used in or in connection with

a preliminary MJDS prospectus, an amendment to a preliminary MJDS

prospectus, a MJDS prospectus, an amendment to a MJDS prospectus, a rule

415 prospectus supplement or a rule 430A pricing prospectus.

6.6 Further Consents - If a change to the MJDS prospectus is material to

the consent filed under subsection 6.5(1), the issuer shall file a further

consent contemporaneously with the filing of the change to the MJDS

prospectus.

6.7 Form of Consent - The consent referred to in sections 6.5 and 6.6

shall be prepared in accordance with securities legislation.

6.8 Reports on Property - An issuer satisfies the requirement of

securities legislation to file a report on the property of a natural

resource company if it files a report prepared in accordance with U.S.

federal securities law if a report is required to be filed with the

SEC.

6.9 Appointment of Agent for Service - At the time of filing of the MJDS

prospectus, the issuer shall file a duly executed submission to

jurisdiction and appointment of agent for service of process in the

required form.

6.10 Powers of Attorney - If a person or company signs a certificate by an

agent under

section 4.11, the issuer shall file a duly executed copy of the

document authorizing the agent to sign the certificate not later than the

time of filing the document in which the certificate is included.

6.11 Notification of Effectiveness - If the securities distributed under

this Instrument are also offered or sold in the United States of America,

the issuer whose securities are being distributed under this Instrument

shall notify in writing the principal jurisdiction once the related

registration statement filed with the SEC has become effective.

6.12 Exhibits to Registration Statement - An issuer shall file any

exhibits to a registration statement requested by the securities regulatory

authority in a non-principal jurisdiction.

6.13 Rule 415 Offerings - A commercial copy of each MJDS prospectus and

rule 415 prospectus supplement need not be refiled if it is used, without

change, in distributions of additional tranches of securities.

6.14 French Language Documentation Not Required - A preliminary MJDS

prospectus and a MJDS prospectus in the French language need not be filed

in Quebec for an offering of rights eligible to be made under paragraph

3.1(b), unless

(

a) the issuer is a reporting issuer in Quebec other than solely as

a result of one or more rights offerings made under paragraph 3.1(b); or

(b) 20 percent or more of the class of securities in respect of

which the rights are issued is held by persons or companies whose last

address as shown on the books of the issuer is in Canada.

PART 7 AMENDMENT AND SUPPLEMENT PROCEDURES

7.1 Form of Amendment or Supplement

(1) An issuer shall amend or supplement disclosure documents filed

under this Instrument in accordance with U.S. federal securities law.

(2) The amending or supplementing document shall contain the

legends and certificates required by this Instrument.

7.2 Modification or Amendment

(1) If a registration statement is amended in a manner that

modifies the related U.S. prospectus, an issuer shall file the documents

containing the modification.

(2) If the receipt for the MJDS prospectus has not been issued and

the filing has been made as a result of the occurrence of an adverse

material change since the filing of the preliminary MJDS prospectus or an

amendment to the preliminary MJDS prospectus, an issuer shall file the

documents as an amendment to the preliminary MJDS prospectus.

7.3 Post-Effective Amendment - If a modification is made to a U.S.

prospectus by filing with the SEC a post-effective amendment to the

registration statement, an issuer shall file an amendment to the MJDS

prospectus.

7.4 Amendment to Additional Disclosure - An issuer shall file an

amendment in the event of an adverse material change in the additional

disclosure contained only in the preliminary MJDS prospectus or a material

change in the additional disclosure contained only in the MJDS prospectus.

7.5 Filing of Rule 415 Prospectus Supplement

(1) An issuer shall file a rule 415 prospectus supplement.

(2) A rule 415 prospectus supplement filed under subsection

(1) shall be deemed to be incorporated into the MJDS prospectus as of the date

of filing with the SEC, but only for the purpose of the distribution of the

securities covered by the supplement.

7.6 Rule 415 Prospectus Supplement Not Filed - Despite sections 6.3 and

7.5, an issuer is not required to file a rule 415 prospectus supplement in

the local jurisdiction unless it is the principal jurisdiction, if

(

a) the rule 415 prospectus supplement is used to describe the

terms of a tranche of securities distributed under the MJDS prospectus, or

is a preliminary form of the rule 415 prospectus supplement for use in

marketing, and the securities covered by the supplement will not be

distributed in the local jurisdiction; or

(

b) the rule 415 prospectus supplement is used to establish an MTN

program or other continuous offering program or to update disclosure for

the program, and securities will not be distributed under the program in

the local jurisdiction.

7.7 Filing of Rule 430A Pricing Prospectus - An issuer shall file a rule

430A pricing prospectus.

7.8 Incorporation by Reference of Pricing Information

The information contained in a rule 430A pricing prospectus that was

omitted from the U.S. prospectus in accordance with Rule 430A under the

1933 Act and any other additional information that the issuer has elected

to include in the rule 430A pricing prospectus in accordance with U.S.

federal securities law shall be deemed to be incorporated by reference into

the MJDS prospectus as of the date of the rule 430A pricing prospectus.

7.9 Filing of Revised U.S. Prospectus or Prospectus Supplement

(1) If an issuer files with the SEC a revised U.S. prospectus,

other than as an amendment to the related registration statement under rule

424(

b) or another rule under the 1933 Act, or a prospectus supplement, to

modify a U.S. prospectus, other than a U.S. prospectus for a rule 415

offering or a rule 430A offering, the issuer shall file the revised U.S.

prospectus or prospectus supplement.

(2) The revised U.S. prospectus or prospectus supplement shall be

deemed to be incorporated into the MJDS prospectus as of the date of the

revised U.S. prospectus or prospectus supplement.

PART 8 DISSEMINATION REQUIREMENTS

8.1 General - Subject to

section 8.3, a preliminary MJDS prospectus, a

MJDS prospectus and amendments and supplements to either shall be sent to

offerees and purchasers in accordance with prospectus delivery requirements

of securities legislation.

8.2 Prospectus Supplements - All prospectus supplements applicable to the

securities being distributed shall be attached to, or included with, the

MJDS prospectus that is sent to offerees and purchasers of the securities.

8.3 Rule 430A Pricing Prospectus - Instead of the related MJDS

prospectus, a rule 430A pricing prospectus shall be sent to offerees and

purchasers in accordance with prospectus delivery requirements of

securities legislation.

8.4 Documents Incorporated by Reference - Documents that are incorporated

or deemed to be incorporated by reference into a preliminary MJDS

prospectus or a MJDS prospectus, other than rule 415 prospectus supplements

and rule 430A pricing prospectuses, shall be sent to offerees or purchasers

if the documents are required to be sent to offerees or purchasers under

U.S. federal securities law.

8.5 Provision of Documents Incorporated by Reference - Documents

incorporated by reference or deemed to be incorporated by reference shall

be provided by the issuer to any person or company upon request without

charge.

PART 9 REGISTRATION REQUIREMENTS

9.1 Rights offerings - The dealer registration requirement does not apply

to a trade made by a U.S. issuer in accordance with this Instrument of a

right to purchase additional securities of its own issue issued by a U.S.

issuer to its existing securityholders and of the securities issued upon

the exercise of the right.

PART 10 CONFLICTS OF INTEREST

10.1 Distributions of a Registrant, Connected Issuer or a Related Issuer -

The provisions of securities legislation that regulate conflicts of

interest in connection with a distribution of securities of a registrant, a

connected issuer of a registrant or a related issuer of a registrant that

require specified disclosure in a preliminary prospectus or prospectus do

not apply to a distribution under this Instrument.

PART 11 GENERAL

11.1 Representations as to Listing - The prohibitions in securities

legislation regarding representations as to the listing, posting for

trading or quotation of securities or to an application having been made or

to be made for the listing, posting for trading or quotation of securities

do not apply to distributions made under this Instrument.

11.2 Solicitations of Expressions of Interest - The prospectus requirement

does not apply to solicitations of expressions of interest for the purchase

of securities before the filing of a preliminary MJDS prospectus if

(

a) the issuer or selling securityholder has entered into an

enforceable agreement with an underwriter who has, or underwriters who

have, agreed to purchase the securities;

(

b) the agreement referred to in paragraph (

a) has fixed the terms

of the distribution and requires that the issuer file a preliminary MJDS

prospectus for the securities and obtain a receipt for the preliminary MJDS

prospectus from

(

i) the regulator in at least one jurisdiction dated not more

than two business days after the date that the agreement is entered into,

and

(ii) the Canadian securities regulatory authorities in any

other jurisdictions in which the distribution is to be made dated not more

than three business days after the date that the agreement is entered into;

(

c) immediately upon entering into the agreement the issuer issues

and files a news release announcing the agreement;

(

d) upon issuance of the receipt for the preliminary MJDS

prospectus, a preliminary MJDS prospectus is sent to the person or company

who has expressed an interest in acquiring the securities; and

(

e) except as provided in paragraph (a), no agreement of purchase

and sale for the securities is entered into until the MJDS prospectus has

been filed and a receipt obtained.

11.3 Other Prospectus Requirements - National Instrument 41-101 Prospectus

Disclosure Requirements, National Instrument 43-101 Standards of Dislosure

for Mineral Exploration and Development and Mining Properties, National

Instrument 43-102 Guide for Engineers and Geologists Submitting Oil and Gas

Reports and National Instrument 45-101 Rights Offerings do not apply to a

distribution of securities under this Instrument.

PART 12 BIDS FOR SECURITIES OF U.S. ISSUERS

12.1 General Eligibility Criteria

(1) A bid may be made under this Instrument if

(

a) the offeree issuer is a U.S. issuer;

(

b) the offeree issuer is not registered or required to be

registered as an investment company under the 1940 Act;

(

c) the offeree issuer is not a commodity pool issuer;

(

d) the bid is subject to

section 14(

d) of the 1934 Act in

the case of a take-over bid, or

section 13(

e) of the 1934 Act in the case

of an issuer bid, and is not exempt from the 1934 Act;

(

e) the bid is made to all holders of the class of securities

in Canada and the United States of America;

(

f) the bid is made to residents of Canada on the same terms

and conditions as it is made to residents of the United States of America;

and

(

g) less than 40 percent of each class of securities that is

the subject of the bid is held by persons or companies whose last address

as shown on the books of the issuer is in Canada.

(2) Subject to subsection (3), the calculation under paragraph

(1)(

g) shall be made as of the end of the offeree issuer's last quarter

before the date of filing the tender offer statement or issuer tender offer

statement with the SEC or, if the quarter terminated within 60 days of the

filing date, as of the end of the offeree issuer's preceding quarter.

(3) If another bid for securities of the same class of the offeree

issuer is in progress at the date of the filing, the calculation for the

subsequent bid shall be made as of the same date as for the first bid

already in progress.

(4) If a take-over bid is made without the prior knowledge of the

directors of the offeree issuer who are not insiders of the offeror or

acting jointly or in concert with the offeror, or upon informing the

directors of the proposed bid the offeror has a reasonable basis for

concluding that the bid is being regarded as a hostile bid by a majority of

the directors, and in either case the offeror lacks access to the relevant

list of securityholders of the offeree issuer, it will be conclusively

presumed that paragraph (1)(

g) is satisfied and paragraph (

a) in the

definition of "foreign issuer" is not satisfied, unless

(

a) the aggregate published trading volume of the class on

The Toronto Stock Exchange, The Montreal Exchange, the Vancouver Stock

Exchange, the Alberta Stock Exchange and the Canadian Dealing Network Inc.

exceeded the aggregate published trading volume of the class on national

securities exchanges in the United States of America and Nasdaq for the 12

calendar month period before commencement of the bid or, if another bid for

securities of the same class is in progress, the 12 calendar month period

before commencement of the first bid already in progress;

(

b) disclosure that paragraph (1)(

g) was not satisfied or

paragraph (

a) of the definition of "foreign issuer" was satisfied had been

made by the issuer in its Form 10-K most recently filed with the SEC under

the 1934 Act; or

(

c) the offeror has actual knowledge that paragraph (1)(

g) is

not satisfied or paragraph (

a) of the definition of foreign issuer is

satisfied.

12.2 MJDS Take-Over Bid Circular and MJDS Issuer Bid Circular

(1) An offeror that makes a take-over bid or issuer bid under this

Part shall file a MJDS take-over bid circular or MJDS issuer bid circular,

respectively.

(2) A MJDS take-over bid circular, MJDS issuer bid circular, MJDS

directors' circular, MJDS director's or officer's circular, a change to any

of these documents or a variation to a MJDS take-over bid circular or a

MJDS issuer bid circular, is a take-over bid circular, issuer bid circular,

directors' circular, individual director's or officer's circular, a notice

of change and a notice of variation, respectively, for purposes of

securities legislation.

12.3 Securities Exchange Bids

(1) A securities exchange bid may be made under this Instrument if

(

a) the eligibility criteria set out in

section 12.1 are

satisfied;

(

b) the offeror or, if the securities being offered are of

another issuer, the other issuer, meets the eligibility criteria set out in

subparagraphs 3.1(a)(i), (ii), (iv) and (

v) and has filed with the SEC all

1934 Act filings for a period of 36 calendar months immediately before the

filing of the registration statement with the SEC;

(

c) the offeror or, if the securities being offered are of

another issuer, the other issuer, has had a class of its securities listed

on the New York Stock Exchange or the American Stock Exchange or quoted on

the NNM for a period of at least 12 calendar months immediately before the

filing of the registration statement with the SEC and is in compliance with

the obligations arising from the listing or quotation; and

(

d) one of the following is satisfied:

(

i) the equity shares of the offeror or, if the

securities being offered are of another issuer, the other issuer, have a

public float of not less than U.S. $75,000,000, determined as of a date

within 60 days before the filing of the registration statement with the

SEC;

(ii) the securities being offered are non-convertible

debt having an investment grade rating or non-convertible preferred shares

having an investment grade rating; or

(iii) the bid is an issuer bid made under this Instrument

with securities of the issuer being offered as consideration.

(2) The dealer registration requirement does not apply to the trade

of securities of an offeror or another issuer in a securities exchange

issuer bid if the eligibility criteria in subsection (1) are met.

(3) The prospectus requirement does not apply to the distribution

of securities of an offeror or another issuer in a securities exchange

issuer bid if the eligibility criteria in subsection (1) are met and the

offeror complies with the requirements of U.S. federal securities law

applicable as a result of the consideration for the securities of the

offeree issuer being at least in part securities of the offeror or other

issuer.

12.4 Compliance with U.S. tender offer requirements

(1) If an offeror makes a bid under this Part, the offeror shall

comply with the requirements of

(

a) sections 14(

d) and 14(

e) of the 1934 Act and Regulations

14D and 14E under the 1934 Act for a take-over bid made under this

Instrument; and

(

b) sections 13(

e) and 14(

e) of the 1934 Act and Regulations

13E and 14E under the 1934 Act for an issuer bid made under this

Instrument.

(2) If the directors or an individual director or officer of an

offeree issuer elects to comply with this

Part instead of securities

legislation otherwise applicable in preparation of a directors' circular or

individual director's or officer's circular for a take-over bid made under

this Part, each person so electing shall comply with sections 14(

d) and

14(

e) of the 1934 Act and Regulations 14D and 14E under the 1934 Act.

12.5 Form and Content of Bid Documents

(1) A MJDS take-over bid circular or a MJDS issuer bid circular

shall contain the additional information, legends and certificates required

by this section.

(2) The U.S. prospectus forming part of the registration statement

filed with the SEC for a securities exchange bid shall be included in, or

incorporated by reference into, the MJDS take-over bid circular or MJDS

issuer bid circular.

(3) If an offeror makes a take-over bid under this Part and the

directors or an individual director or officer elects to comply with this

Part, instead of the securities legislation otherwise applicable, the

directors shall prepare a MJDS directors' circular and an individual

director or officer may prepare a MJDS director's or officer's circular, in

each case, that contains the additional information, legends and

certificates required by this section.

(4) The following statements shall be printed on the outside front

cover page, or on a sticker on that page, of a MJDS take-over bid circular

or MJDS issuer bid circular

(a) "This bid is made in Canada [for applicable securities

exchange bids--- "by a U.S. issuer"] for securities of a U.S. issuer in

accordance with U.S. federal securities laws. Securityholders should be

aware that the U.S. requirements applicable to the bid may differ from

those of [insert the names of the provinces and territories where bid is

made]. [For securities exchange bids, also insert the following---"The

financial statements included or incorporated by reference in this bid

circular have not been prepared in accordance with Canadian generally

accepted accounting principles and thus may not be comparable to financial

statements of Canadian issuers."]

(b) "[All of] [Certain of] the directors and officers of the

offeror and [all of] [certain of] the experts named in this bid circular

reside outside of Canada. [[Substantially] all of the assets of these

persons and of the offeror may be located outside of Canada.] The offeror

has appointed [name and address of agent for service] as its agent for

service of process in Canada, but it may not be possible for

securityholders to effect service of process within Canada upon the

directors, officers and experts referred to above. It may also not be

possible to enforce against the offeror, its directors and officers and

[certain of] the experts named in this bid circular judgments obtained in

Canadian courts predicated upon the civil liability provisions of

applicable securities laws in Canada."

(5) The legend contained in paragraph 4(

b) is not required if the

offeror is incorporated or organized under the laws of Canada or a

jurisdiction.

(6) An offeror shall include the following statement in a MJDS

take-over bid circular or MJDS issuer bid circular

"Securities legislation in certain of the provinces [and

territories] of Canada provides securityholders of the offeree issuer with,

in addition to any other rights they may have at law, remedies for

rescission [or [, in some jurisdictions,] damages if a circular or notice

that is required to be delivered to such securityholders contains a

misrepresentation or is not delivered to the securityholder, provided that

such remedies for rescission [or damages] are exercised by the

securityholder within the time limit prescribed by the securities

legislation of the securityholder's province or territory. The

securityholder should refer to the applicable provisions of the securities

legislation of the securityholder's province [or territory] for particulars

of these rights or consult with a legal adviser. Rights and remedies also

may be available to securityholders under U.S. law; securityholders may

wish to consult with a U.S. legal adviser for particulars of these rights."

(7) A MJDS take-over bid circular, MJDS issuer bid circular, MJDS

directors' circular or MJDS director's or officer's circular need not

contain disclosure relevant only to U.S. securityholders.

12.6 Incorporation by Reference - Except as otherwise provided in this

Instrument, documents incorporated or deemed to be incorporated by

reference into a tender offer statement, issuer tender offer statement or

tender offer solicitation/recommendation statement under U.S. federal

securities law shall be, and are deemed to be, incorporated by reference

into a MJDS take-over bid circular, MJDS issuer bid circular, MJDS

directors' circular or MJDS director's or officer's circular.

12.7 Statements Modified or Superseded

(1) A statement in a document incorporated or deemed to be

incorporated by reference into a MJDS take-over bid circular, a MJDS issuer

bid circular, a MJDS director's circular or a MJDS director's or officer's

circular shall be deemed to be modified or superseded, for the purposes of

the applicable circular, to the extent that a statement in the MJDS

take-over bid circular, the MJDS issuer bid circular, the MJDS director's

circular or the MJDS director's or officer's circular, or in any other

subsequently filed document that also is or is deemed to be incorporated by

reference into the applicable circular modifies or supersedes the

statement.

(2) The modifying or superseding statement need not state that it

has modified or superseded a prior statement or include any other

information in the document that it modifies or supersedes.

(3) The making of a modifying or superseding statement shall not be

deemed an admission for any purpose that the modified or superseded

statement, when made, constituted a misrepresentation, an untrue statement

of a material fact or an omission to state a material fact that is required

to be stated or that is necessary to make a statement not misleading in

light of the circumstances in which it was made.

(4) A statement so modified or superseded shall not be deemed in

its unmodified or superseded form to constitute part of the MJDS take-over

bid, the MJDS issuer bid circular, the MJDS directors' circular or the MJDS

director's or officer's circular.

(5) If documents are incorporated by reference into a MJDS

take-over bid circular, a MJDS issuer bid circular, a MJDS directors'

circular or a MJDS director's or officer's circular, the

section that

provides information about incorporation by reference shall include a

statement that information has been incorporated by reference from

documents filed with securities regulatory authorities in each jurisdiction

in Canada in which the documents have been filed and shall state the name,

address and telephone number of a person in Canada or the United States of

America from whom copies of the documents may be obtained on request

without charge.

12.8 Reconciliation of Financial Statements - A MJDS take-over bid

circular or a MJDS issuer bid circular for a securities exchange bid that

satisfies the eligibility criteria of subsection 12.3(1) is not subject to

the requirement of securities legislation to reconcile to Canadian GAAP the

financial statements included in, or incorporated by reference into, the

bid circular.

12.9 Certificates

(1) A MJDS take-over bid circular shall contain a certificate in

the following form signed by the chief executive officer and the chief

financial officer of the offeror and, on behalf of the board of directors,

by any two directors of the offeror other than the chief executive officer

and chief financial officer, and each person or company that is a promoter

of the offeror or a guarantor of the securities being offered in a

securities exchange bid:

"The foregoing [, together with documents incorporated by

reference,] contains no untrue statement of a material fact and does not

omit to state a material fact that is required to be stated or that is

necessary to make a statement not misleading in the light of the

circumstances in which it was made."

(2) A MJDS issuer bid circular shall contain a certificate in the

form set out in subsection (1) signed by the chief executive officer and

the chief financial officer of the issuer and, on behalf of the board of

directors, by any two directors of the issuer other than the chief

executive officer and chief financial officer, and each person or company

that is a promoter of the issuer or a guarantor of the securities being

offered in a securities exchange bid.

(3) A MJDS directors' circular shall contain a certificate in the

form set out in subsection (1) signed on behalf of the board of directors

by any two directors of the issuer.

(4) A MJDS director's or officer's circular shall contain a

certificate in the form set out in subsection (1) signed by each director

or officer sending the circular.

(5) The certificate for notices of variation and notices of change

shall be in the form set out in subsection (1), amended to refer to the

initial MJDS take-over bid circular or MJDS issuer bid circular and all

notices of variation or change to the MJDS take-over bid circular or MJDS

issuer bid circular.

(6) Any or all of the persons required to sign a certificate under

subsections (1), (2), (3), (4) or (5) may sign by an agent duly authorized

in writing.

12.10 Bid Circular Filing Procedures

(1) If an offeror makes a bid under this Instrument, the offeror

shall file

(

a) the tender offer statement or issuer tender offer

statement and all exhibits and amendments to the tender offer statement or

issuer tender offer statement,

(

b) the MJDS take-over bid circular or MJDS issuer bid

circular,

(

c) a certificate of the offeror, signed on its behalf by a

senior officer, confirming that the eligibility criteria set forth in

subsection 12.1(1) and, if applicable,

section 12.3 are satisfied and that

the circular has been prepared in accordance with U.S. federal securities

law,

(

d) the written consent of an attorney, auditor, accountant,

engineer, appraiser or any other person or company who is named as having

prepared or certified any expertised statement in any document filed under

this

section or

section 12.14,

(

e) a submission to jurisdiction and appointment of agent for

service of process duly executed by the offeror in

section 2 of the

required form, and

(

f) if a person or company signs a certificate by an agent

under subsection 12.9(6), a duly executed copy of the document authorizing

the agent to sign the certificate.

(2) Despite subsection (1), the filing requirement in paragraph

(1)(

d) does not apply to the consent of a rating organization that issues a

rating or provisional rating that is used in or in connection with a MJDS

take-over bid circular or MJDS issuer bid circular.

12.11 Notification to Offeree Issuer - An offeror filing a MJDS take-over

bid circular shall so notify the offeree issuer at its principal office not

later than the business day following the day the MJDS take-over bid

circular is filed.

12.12 French Language Documentation Not Required - A MJDS take-over bid

circular or MJDS issuer bid circular in the French language is not required

to be filed in Quebec unless

(

a) the offeree issuer is a reporting issuer in Quebec; or

(b) 20 percent or more of the class of securities that is the

subject of the bid is held by persons or companies whose last address as

shown on the books of the issuer is in Canada.

12.13 MJDS Directors' Circulars and MJDS Director's or Officer's Circulars

- If an offeror makes a take-over bid under this Part, and the directors or

an individual director or officer of the offeree issuer elects to comply

with this Instrument in preparation of a directors' circular or individual

director's or officer's circular instead of securities legislation

otherwise applicable, the directors or an individual director or officer

who so elects shall file

(

a) the tender offer solicitation/recommendation statement and all

exhibits or amendments to that statement,

(

b) the MJDS directors' circular or MJDS director's or officer's

circular,

(

c) a statement by the directors or an individual director or

officer that the circular has been prepared in accordance with U.S. federal

securities law,

(

d) the written consent of an attorney, auditor, accountant,

engineer, appraiser or any other person or company who is named as having

prepared or certified an expertised statement contained in the MJDS

directors' circular or MJDS director's or officer's circular, and

(

e) if a person signs a certificate by an agent under subsection

12.9(3), a duly executed copy of the document authorizing the agent to sign

the certificate.

12.14 Securities Exchange Bids - In the case of a securities exchange bid

made under

section 12.3 for which a registration statement is filed with

the SEC, the offeror shall file contemporaneously with the filing of the

bid circular the registration statement and all exhibits and amendments to

the registration statement, together with all documents incorporated by

reference into the registration statement.

12.15 Notices of Variation and Notices of Change

(1) Documents filed under this Part shall be changed or varied in

accordance with U.S. federal securities law as additional tender offer

materials, but the additional tender offer materials shall contain the

legends and certificates required by this Part.

(2) An offeror shall file additional tender offer materials that

vary the terms of the bid as a notice of variation and identify the

materials as such.

(3) An offeror shall file additional tender offer materials that

change the information in the tender offer materials or previous additional

tender offer materials, other than information about a variation in the

terms of the bid, as a notice of change and identify the materials as such.

(4) Additional tender offer materials required to be filed as a

notice of variation and a notice of change shall be filed as both a notice

of variation and a notice of change and identified as such.

(5) The directors or an individual director or officer of an

offeror issuer shall file additional materials prepared by the directors or

an individual director or officer as a notice of change.

(6) If a person or company signs a certificate by an agent under

subsection 12.9(6), an offeror shall file a duly executed copy of a

document authorizing an agent to sign a certificate.

(7) If a change to a MJDS take-over bid circular or MJDS issuer bid

circular is material to the consent filed under paragraph 12.10(1)(d), an

offeror shall file a further consent contemporaneously with the filing of

the change to the MJDS take-over bid circular or MJDS issuer bid circular.

(8) If a change to a MJDS directors' circular or MJDS director's or

officer's circular is material to the consent filed under paragraph

12.13(d), the directors in the case of a MJDS directors' circular or the

director or officer sending the circular in the case of a MJDS director's

or officer's circular shall file a further consent contemporaneously with

the filing of the change to a MJDS directors' circular or MJDS director's

or officer's circular.

12.16 Dissemination Requirements

(1) An offeror shall send a MJDS take-over bid circular, MJDS

issuer bid circular, a notice of change and a notice of variation to each

securityholder whose last address as shown on the books of the offeree

issuer is in the local jurisdiction.

(2) Despite subsection (1), a notice of change or a notice of

variation shall be sent only to those securityholders whose securities were

not taken up at the date of the occurrence of the change or variation.

(3) An offeree issuer shall send a MJDS directors' circular, MJDS

director's or officer's circular and a notice of change to the MJDS

directors' circular or MJDS director's or officer's circular to every

person or company to whom a MJDS take-over bid circular is required to be

sent under subsections (1) and (2).

(4) Documents referred to in subsections (1) and (3) that are sent

or given to securityholders resident in the United States of America shall

be sent by the offeror or offeree issuer as appropriate to each

securityholder whose last address as shown on the books of the offeree

issuer is in the local jurisdiction as soon as practicable following the

time they are sent or given to securityholders resident in the United

States of America.

(5) Documents referred to in subsections (1) and (3) that are

published by long form or

summary publication in the United States of

America shall be sent by the offeror or offeree issuer as appropriate to

each securityholder whose last address as shown on the books of the offeree

issuer is in the local jurisdiction as soon as practicable following

publication.

(6) Documents that are incorporated or deemed to be incorporated by

reference into documents filed under this Part shall be sent to each

securityholder whose last address as shown on the books of the offeree

issuer is in the local jurisdiction if those documents are required to be

sent to securityholders under U.S. federal securities law.

(7) Documents incorporated or deemed to be incorporated by

reference shall be provided to any person or company upon request without

charge by the person or company that filed the documents into which the

documents are incorporated or deemed to be incorporated by reference.

PART 13 BUSINESS COMBINATIONS

13.1 Eligibility Criteria

(1) This Part may be used for the distribution of securities of a

successor issuer in connection with a business combination if

(

a) each person or company participating in the business

combination meets the eligibility criteria specified in subparagraphs

3.1(a)(i), (iv) and (

v) and, other than participating persons or companies

that are specified predecessors, subparagraphs 3.1(a)(ii) and 3.1(b)(ii);

(

b) the equity shares of each person or company participating

in the business combination, other than a specified predecessor, have a

public float of not less than U.S. $75,000,000, determined as of a date

within 60 days before the filing of the preliminary MJDS prospectus with

the principal jurisdiction;

(

c) each person or company participating in the business

combination, other than a specified predecessor, has had a class of its

securities listed on the New York Stock Exchange or the American Stock

Exchange or quoted on the NNM for a period of at least 12 calendar months

immediately preceding the filing of the preliminary MJDS prospectus in the

principal jurisdiction and is in compliance with the obligations arising

from the listing or quotation;

(

d) the issue or exchange of securities in the business

combination is made to residents of Canada on the same basis, terms and

conditions as it is made to residents of the United States of America; and

(

e) less than 40 percent of the class of securities to be

distributed in the business combination by the successor issuer will be

distributed to persons or companies whose last address as shown on the

books of the participating person or company is in Canada.

(2) The requirement in paragraph (1)(

b) may be satisfied for a

participating person or company whose securities were the subject of a bid

made under or eligible to have been made under this Instrument that

terminated within the preceding 12 months if the requirement would have

been satisfied immediately before commencement of the bid.

(3) The calculation in paragraph 1(

e) shall be made

(

a) for each participating person or company as of the end of

the participating person's or company's last quarter before the date of

filing of the preliminary MJDS prospectus in the principal jurisdiction or,

if that quarter terminated within 60 days of the filing date, as of the end

of the participating person's or company's preceding quarter; and

(

b) on the basis that all persons or companies that have an

option in respect of the consideration to be received under the business

combination elect the option that would result in the issuance of the

greatest number of securities.

13.2 Form and Content of Disclosure Documents and Procedures

(1) If the eligibility criteria set forth in

section 13.1 are

satisfied, securities may be distributed under this

Part in connection with

a business combination by complying with the requirements set out in

Part

4, other than

section 4.6, Parts 5 through 9 and

Part 11.

(2) If securities are being distributed under this

Part in

connection with a business combination, the disclosure documents prepared

for the business combination shall be filed as a MJDS prospectus and, if

proxies will be solicited from holders of voting securities of the issuer

and the issuer is a reporting issuer in the local jurisdiction, as an

information circular.

PART 14 MATERIAL CHANGE REPORTING

14.1 News Release - A U.S. issuer that has a class of securities listed on

the New York Stock Exchange or the American Stock Exchange or quoted on

Nasdaq satisfies the requirement of securities legislation to issue and

file a news release upon the occurrence of a material change in its affairs

(

a) complying with the requirements of the exchange on which

its securities are listed or Nasdaq, as applicable, for making public

disclosure of material information on a timely basis; and

(

b) immediately issuing in Canada and filing each news

release disclosed by it for the purpose of complying with the requirements

referred to in paragraph (a).

14.2 Material Change Reports - A U.S. issuer that 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 satisfies the requirement

of securities legislation to file a material change report upon the

occurrence of a material change in its affairs by

(

a) complying with the requirements of U.S. federal

securities law relating to current reports; and

(

b) filing the current report filed with the SEC.

PART 15 FINANCIAL STATEMENTS, ANNUAL INFORMATION FORMS AND MANAGEMENT'S

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

15.1 Financial Statements - A U.S. issuer that 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 satisfies the requirements of

securities legislation relating to the preparation, certification, filing

and sending of interim financial statements, and annual financial

statements and auditor's reports thereon by

(

a) complying with the requirements of U.S. federal securities law

relating to quarterly reports and annual reports;

(

b) filing the quarterly reports and annual reports filed with the

SEC; and

(

c) either

(

i) sending each financial statement included in the report

required to be filed under paragraph (

b) to each securityholder whose last

address as shown on the books of the reporting issuer is in the local

jurisdiction in the manner and at the time required by U.S. federal

securities law if

(

A) the issuer is a reporting issuer solely as a result

of a distribution or securities exchange bid made under this Instrument;

(

B) the issuer meets the eligibility requirements in

paragraph 3.1(c); or

(

C) the issuer meets the eligibility requirements in

subparagraphs 3.1(a)(

i) to (

v) and the issuer is a reporting issuer solely

as the result of the distribution of securities that had an investment

grade rating and met the eligibility requirements of subparagraph

3.1(a)(vi) at the time of distribution; or

(ii) sending each financial statement included in the report

required to be filed under paragraph (

b) to each securityholder whose last

address as shown on the books of the issuer is in the local jurisdiction in

the manner and at the time required by securities legislation other than

this Instrument.

15.2 Annual Reports, Annual Information Forms and Management's Discussion

and Analysis - A U.S. issuer that has a class of securities registered

under

section 12 of the 1934 Act or that is required to file reports under

section 15(

d) of the 1934 Act satisfies the requirements of securities

legislation to file annual reports, annual information forms and

management's discussion and analysis of financial condition and results of

operations by

(

a) complying with the requirements of U.S. federal securities law

relating to annual reports, quarterly reports and management's discussion

and analysis;

(

b) filing the annual report and quarterly report filed with the

SEC; and

(

c) sending the annual report to each securityholder whose last

address as shown on the books of the reporting issuer is in the local

jurisdiction in the manner and at the time required by U.S. federal

securities law.

PART 16 PROXIES AND PROXY SOLICITATION

16.1 Proxy Solicitation by a U.S. Issuer - A U.S. issuer that has a class

of securities registered under

section 12 of the 1934 Act satisfies the

requirements of securities legislation relating to information circulars,

proxies and proxy solicitation by

(

a) complying with the requirements of U.S. federal securities law

relating to proxy statements, proxies and proxy solicitation;

(

b) filing all material relating to the meeting that is filed with

the SEC; and

(

c) sending each document filed under paragraph (

b) to each

securityholder whose last address as shown on the books of the reporting

issuer is in the local jurisdiction in the manner and at the time required

by U.S. federal securities law.

16.2 Proxy Solicitation by Another Person or Company - A person or company

other than the issuer satisfies the requirements of securities legislation

relating to proxies and proxy solicitation with respect to a U.S. issuer

that has a class of securities registered under

section 12 of the 1934 Act

by fulfilling the requirements of paragraphs 16.1(a), (

b) and (c).

16.3 Determination of Eligibility - If a proxy solicitation is made under

section 16.2 and the person or company soliciting proxies lacks access to

the relevant list of securityholders of the issuer, it will be conclusively

presumed that paragraph (

a) of the definition of foreign issuer is not

satisfied, unless

(

a) the aggregate published trading volume of the class on The

Toronto Stock Exchange, The Montreal Exchange, the Vancouver Stock

Exchange, the Alberta Stock Exchange and the Canadian Dealing Network Inc.

exceeded the aggregate published trading volume of the class on national

securities exchanges in the United States of America and Nasdaq for the 12

calendar month period before commencement of the proxy solicitation or, if

another proxy solicitation for securities of the same class is in progress,

the 12 calendar month period before commencement of the first proxy

solicitation already in progress;

(

b) disclosure that paragraph (

a) of the definition of foreign

issuer was satisfied had been made by the issuer in its Form 10-K most

recently filed with the SEC under the 1934 Act; or

(

c) the person or company soliciting proxies has actual knowledge

that paragraph (

a) of the definition of foreign issuer is satisfied.

PART 17 INSIDER REPORTING

17.1 Insider Reporting - The insider report filing requirement does not

apply to an insider of a U.S. issuer that has a class of securities

registered under

section 12 of the 1934 Act if the insider

(

a) complies with the requirements of U.S. federal securities law

regarding insider reporting; and

(

b) files with the SEC any insider report required to be filed with

the SEC under

section 16(

a) of the 1934 Act and the rules and regulations

under the 1934 Act.

PART 18 COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A

REPORTING ISSUER

18.1 Communication with Beneficial Owners of Securities of a Reporting

Issuer - A U.S. issuer satisfies the requirements of securities legislation

relating to communications with, delivery of materials to and conferring

voting rights upon non-registered holders of its securities who hold their

interests in the securities through one or more intermediaries by

(

a) complying with the requirements of Rule 14a-13 under the 1934

Act for any Canadian clearing agency and any intermediary whose last

address as shown on the books of the issuer is in the local jurisdiction;

and

(

b) complying with the requirements of National Policy Statement

No. 41 or any successor instrument to that national policy statement with

respect to fees payable to intermediaries, for any Canadian clearing agency

and any intermediary whose last address as shown on the books of the issuer

is in the local jurisdiction.

PART 19 TRUST INDENTURE REQUIREMENTS

19.1 Trust Indenture Requirements - The requirements of the legislation of

the local jurisdiction applicable to trust indentures, for debt outstanding

or guaranteed under the indenture, including a requirement that a person or

company appointed as a trustee under a trust indenture be resident or

authorized to do business in the local jurisdiction, do not apply to

distributions made under this Instrument, if

(

a) the trust indenture under which the obligations are issued or

guaranteed is subject to and complies with the Trust Indenture Act of 1939

of the United States of America; and

(

b) at least one person or company appointed as trustee under the

trust indenture

(

i) is resident in the local jurisdiction,

(ii) is authorized to do business in the local jurisdiction,

(iii) has filed a duly executed submission to jurisdiction and

appointment of agent for service of process in

section 3 of the required

form.

PART 20 FINANCIAL DISCLOSURE

20.1 Financial Disclosure - National Instruments 52-101 Future-Oriented

Financial Information, 52-102 Use of Currencies, 52-103 Change of Auditor,

52-104 Basis of Accounting, Auditing and Reporting and 52-105 Change in the

Ending Date of a Financial Year do not apply to a U.S. issuer distributing

securities or making a bid or filings in accordance with this Instrument.

PART 21 EXEMPTIONS

21.1 Exemption

(1) The regulator or the securities regulatory authority may grant

an exemption to 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.

(3) Despite subsection (1), in Alberta, only the regulator may

grant such an exemption.

(4) An application made to the securities regulatory authority or

regulator for an exemption from this Instrument shall include a letter or

memorandum describing the matters relating to the exemption, and indicating

why consideration should be given to the granting of the exemption.

21.2 Evidence of Exemption - Without limiting the manner in which an

exemption under

section 21.1 may be evidenced, the issuance by the

regulator of a receipt for a MJDS prospectus or an amendment to a MJDS

prospectus is evidence of the granting of the exemption if

(

a) the person or company that sought the exemption sent to the

regulator the letter or memorandum referred to in subsection 21.1(4)

(

i) on or before the date of filing of the preliminary MJDS

prospectus, or

(ii) after the date of filing of the preliminary MJDS

prospectus and received a written acknowledgement from the regulator that

the exemption may be evidenced by the issuance of a receipt for the MJDS

prospectus or an amendment to the MJDS prospectus; and

(

b) the regulator has not sent notice of refusal to grant the

exemption to the person or company that sought the exemption before, or

concurrent with, the issue of the receipt for the MJDS prospectus.

PART 22 EFFECTIVE DATE

22.1 Effective Date - This Instrument comes into force on November 1,

_______________

NATIONAL INSTRUMENT 71-101

THE MULTIJURISDICTIONAL DISCLOSURE SYSTEM

APPENDIX A

METHOD 1 FOR PROSPECTUS CERTIFICATES FOR RULE 415 OFFERINGS

METHOD 1: FORWARD LOOKING CERTIFICATES TO BE INCLUDED IN A MJDS

PROSPECTUS FOR A RULE 415 OFFERING OR SUPPLEMENT ESTABLISHING AN MTN

PROGRAM OR OTHER CONTINUOUS DISTRIBUTION

PART 1 MJDS Prospectus for a Rule 415 Offering

1.1 Certificate of Issuer and Promoter - If a MJDS prospectus for a rule

415 offering establishes an MTN program or other continuous distribution,

or if method 2 has not been elected by an issuer, the preliminary MJDS

prospectus and the MJDS prospectus for a rule 415 offering shall contain a

certificate in the following form signed by

(

a) the chief executive officer and the chief financial

officer of the issuer;

(

b) on behalf of the board of directors of the issuer, any

two directors of the issuer, other than the chief executive officer or

chief financial officer, duly authorized to sign; and

(

c) any person or company who is a promoter of the issuer:

"This MJDS prospectus, together with the documents

incorporated in this prospectus by reference, will, as of the date of each

supplement to this prospectus, constitute full, true and plain disclosure

of all material facts relating to the securities offered by this MJDS

prospectus and the supplement as required by [insert name of each

jurisdiction in which qualified] [insert if distribution made in

Quebec---"and will not contain any misrepresentation likely to affect the

value or the market price of the securities to be distributed"].".

1.2 Underwriters' Certificates - A preliminary MJDS prospectus and a MJDS

prospectus for a rule 415 offering shall contain an underwriter's

certificate in the following form signed by each underwriter who, at the

time of filing, is, or it is known will be, in a contractual relationship

with the issuer or selling securityholder for the securities to be

distributed under the MJDS prospectus, if

(

a) the MJDS prospectus establishes an MTN program or other

continuous distribution; or

(

b) method 2 has not been elected by the underwriter:

"To the best of our knowledge, information and

belief, this short form prospectus, together with the documents

incorporated in this prospectus by reference will, as of the date of each

supplement to this prospectus, constitute full, true and plain disclosure

of all material facts relating to the securities offered under this

prospectus and the supplement as required by [insert name of each

jurisdict