Alberta Gazette, Part I — Thursday, December 15, 2005
Thursday, December 15, 2005
Alberta — Gazette
The Alberta Gazette
Part I
Vol. 101 Edmonton, Thursday, December 15, 2005 No. 23
PROCLAMATION
[GREAT SEAL]
CANADA
PROVINCE OF ALBERTA Norman Kwong, Lieutenant Governor.
ELIZABETH THE SECOND, by the Grace of God, of the United Kingdom,
Canada, and Her Other Realms and Territories, QUEEN, Head of the
Commonwealth, Defender of the Faith
P R O C L A M A T I O N
To all to Whom these Presents shall come
G R E E T I N G
Terrence (Terry) Matchett, Deputy Minister of Justice and
Deputy Attorney General
WHEREAS
section 4 of the Alberta Science and Research Authority Amendment
Act, 2005 provides that that Act comes into force on Proclamation; and
WHEREAS it is expedient to proclaim the Alberta Science and Research Authority
Amendment Act, 2005 in force:
NOW KNOW YE THAT by and with the advice and consent of Our Executive
Council of Our Province of Alberta, by virtue of the provisions of the said Act
hereinbefore referred to and of all other power and authority whatsoever in Us vested
in that behalf, We have ordered and declared and do hereby proclaim the Alberta
Science and Research Authority Amendment Act, 2005 in force on December 1,
IN TESTIMONY WHEREOF We have caused these Our Letters to be made Patent
and the Great Seal of Our Province of Alberta to be hereunto affixed.
WITNESS: THE HONOURABLE NORMAN L. KWONG, Lieutenant Governor
of Our Province of Alberta, in Our City of Edmonton in Our Province of Alberta, this
30th day of November in the Year of Our Lord Two Thousand Five and in the Fifty-
fourth Year of Our Reign.
BY COMMAND Ron Stevens, Provincial Secretary.
______________
PROCLAMATION
[GREAT SEAL]
CANADA
PROVINCE OF ALBERTA Norman Kwong, Lieutenant Governor.
ELIZABETH THE SECOND, by the Grace of God, of the United Kingdom,
Canada, and Her Other Realms and Territories, QUEEN, Head of the
Commonwealth, Defender of the Faith
P R O C L A M A T I O N
To all to Whom these Presents shall come
G R E E T I N G
Terrence (Terry) Matchett, Deputy Minister of Justice and
Deputy Attorney General
WHEREAS
section 14 of the Animal Protection Amendment Act, 2005 provides that
that Act comes into force on Proclamation; and
WHEREAS it is expedient to proclaim the Animal Protection Amendment Act, 2005
in force:
NOW KNOW YE THAT by and with the advice and consent of Our Executive
Council of Our Province of Alberta, by virtue of the provisions of the said Act
hereinbefore referred to and of all other power and authority whatsoever in Us vested
in that behalf, We have ordered and declared and do hereby proclaim the Animal
Protection Amendment Act, 2005 in force on January 3, 2006.
IN TESTIMONY WHEREOF We have caused these Our Letters to be made Patent
and the Great Seal of Our Province of Alberta to be hereunto affixed.
WITNESS: THE HONOURABLE NORMAN L. KWONG, Lieutenant Governor
of Our Province of Alberta, in Our City of Edmonton in Our Province of Alberta, this
23rd day of November in the Year of Our Lord Two Thousand Five and in the Fifty-
fourth Year of Our Reign.
BY COMMAND Ron Stevens, Provincial Secretary
______________
PROCLAMATION
[GREAT SEAL]
CANADA
PROVINCE OF ALBERTA Norman Kwong, Lieutenant Governor.
ELIZABETH THE SECOND, by the Grace of God, of the United Kingdom,
Canada, and Her Other Realms and Territories, QUEEN, Head of the
Commonwealth, Defender of the Faith
P R O C L A M A T I O N
To all to Whom these Presents shall come
G R E E T I N G
Terrence (Terry) Matchett, Deputy Minister of Justice and
Deputy Attorney General
WHEREAS
section 157 of the Health Professions Act provides that that Act, except
section 143(3), comes into force on Proclamation; and
WHEREAS it is expedient to proclaim
section 156(
r) and (
x) and
Schedule 25 of the
Health Professions Act in force:
NOW KNOW YE THAT by and with the advice and consent of Our Executive
Council of Our Province of Alberta, by virtue of the provisions of the said Act
hereinbefore referred to and of all other power and authority whatsoever in Us vested
in that behalf, We have ordered and declared and do hereby proclaim
section 156(
r) and (
x) and
Schedule 25 of the Health Professions Act in force on November 25,
IN TESTIMONY WHEREOF We have caused these Our Letters to be made Patent
and the Great Seal of Our Province of Alberta to be hereunto affixed.
WITNESS: THE HONOURABLE NORMAN L. KWONG, Lieutenant Governor
of Our Province of Alberta, in Our City of Edmonton in Our Province of Alberta, this
23rd day of November in the Year of Our Lord Two Thousand Five and in the Fifty-
fourth Year of Our Reign.
BY COMMAND Ron Stevens, Provincial Secretary.
______________
PROCLAMATION
[GREAT SEAL]
CANADA
PROVINCE OF ALBERTA Norman Kwong, Lieutenant Governor.
ELIZABETH THE SECOND, by the Grace of God, of the United Kingdom,
Canada, and Her Other Realms and Territories, QUEEN, Head of the
Commonwealth, Defender of the Faith
P R O C L A M A T I O N
To all to Whom these Presents shall come
G R E E T I N G
Terrence (Terry) Matchett, Deputy Minister of Justice and
Deputy Attorney General
WHEREAS
section 157 of the Health Professions Act provides that that Act, except
section 143(3), comes into force on Proclamation; and
WHEREAS it is expedient to proclaim sections 147(2) to (6) and 156(
e) and
Schedule 24 of the Health Professions Act in force:
NOW KNOW YE THAT by and with the advice and consent of Our Executive
Council of Our Province of Alberta, by virtue of the provisions of the said Act
hereinbefore referred to and of all other power and authority whatsoever in Us vested
in that behalf, We have ordered and declared and do hereby proclaim sections 147(2)
to (6) and 156(
e) and
Schedule 24 of the Health Professions Act in force on
November 30, 2005.
IN TESTIMONY WHEREOF We have caused these Our Letters to be made Patent
and the Great Seal of Our Province of Alberta to be hereunto affixed.
WITNESS: THE HONOURABLE NORMAN L. KWONG, Lieutenant Governor
of Our Province of Alberta, in Our City of Edmonton in Our Province of Alberta, this
23rd day of November in the Year of Our Lord Two Thousand Five and in the Fifty-
fourth Year of Our Reign.
BY COMMAND Ron Stevens, Provincial Secretary.
______________
PROCLAMATION
[GREAT SEAL]
CANADA
PROVINCE OF ALBERTA Norman Kwong, Lieutenant Governor.
ELIZABETH THE SECOND, by the Grace of God, of the United Kingdom,
Canada, and Her Other Realms and Territories, QUEEN, Head of the
Commonwealth, Defender of the Faith
P R O C L A M A T I O N
To all to Whom these Presents shall come
G R E E T I N G
Terrence (Terry) Matchett, Deputy Minister of Justice and
Deputy Attorney General
WHEREAS
section 157 of the Health Professions Act provides that that Act, except
section 143(3), comes into force on Proclamation; and
WHEREAS it is expedient to proclaim sections 155(6) and 156(
w) and
Schedule 3 of
the Health Professions Act in force:
NOW KNOW YE THAT by and with the advice and consent of Our Executive
Council of Our Province of Alberta, by virtue of the provisions of the said Act
hereinbefore referred to and of all other power and authority whatsoever in Us vested
in that behalf, We have ordered and declared and do hereby proclaim sections 155(6)
and 156(
w) and
Schedule 3 of the Health Professions Act in force on April 1, 2006.
IN TESTIMONY WHEREOF We have caused these Our Letters to be made Patent
and the Great Seal of Our Province of Alberta to be hereunto affixed.
WITNESS: THE HONOURABLE NORMAN L. KWONG, Lieutenant Governor
of Our Province of Alberta, in Our City of Edmonton in Our Province of Alberta, this
15th day of November in the Year of Our Lord Two Thousand Five and in the Fifty-
fourth Year of Our Reign.
BY COMMAND Ron Stevens, Provincial Secretary
______________
PROCLAMATION
[GREAT SEAL]
CANADA
PROVINCE OF ALBERTA Norman Kwong, Lieutenant Governor.
ELIZABETH THE SECOND, by the Grace of God, of the United Kingdom,
Canada, and Her Other Realms and Territories, QUEEN, Head of the
Commonwealth, Defender of the Faith
P R O C L A M A T I O N
To all to Whom these Presents shall come
G R E E T I N G
Terrence (Terry) Matchett, Deputy Minister of Justice and
Deputy Attorney General
WHEREAS
section 20 of the Livestock Industry Diversification Amendment Act,
2003 provides that that Act comes into force on Proclamation; and
WHEREAS it is expedient to proclaim the Livestock Industry Diversification
Amendment Act, 2003 in force:
NOW KNOW YE THAT by and with the advice and consent of Our Executive
Council of Our Province of Alberta, by virtue of the provisions of the said Act
hereinbefore referred to and of all other power and authority whatsoever in Us vested
in that behalf, We have ordered and declared and do hereby proclaim the Livestock
Industry Diversification Amendment Act, 2003 in force on December 1, 2005.
IN TESTIMONY WHEREOF We have caused these Our Letters to be made Patent
and the Great Seal of Our Province of Alberta to be hereunto affixed.
WITNESS: THE HONOURABLE NORMAN L. KWONG, Lieutenant Governor
of Our Province of Alberta, in Our City of Edmonton in Our Province of Alberta, this
30th day of November in the Year of Our Lord Two Thousand Five and in the Fifty-
fourth Year of Our Reign.
BY COMMAND Ron Stevens, Provincial Secretary.
ORDERS IN COUNCIL
O.C. 528/2005
(Municipal Government Act)
Approved and ordered:
Norman Kwong
Lieutenant Governor. November 15, 2005
The Lieutenant Governor in Council orders that, effective July 1, 2005, the land
described in Appendix A and shown on the sketch in Appendix B is separated
from the Municipal District of Wainwright, No. 61 and annexed to the Village of
Irma.
Ralph Klein, Chair.
APPENDIX A
DETAILED DESCRIPTION OF THE LANDS SEPARATED
FROM THE MUNICIPAL DISTRICT OF WAINWRIGHT, NO. 61
AND ANNEXED TO THE VILLAGE OF IRMA
ALL THAT PORTION OF ROAD PLAN 2461EO COMMENCING AT THE
NORTHWEST CORNER OF LOT 1, BLOCK 25, PLAN 052 2374 EXTENDING
EASTWARD FOR A DISTANCE OF 310.96 METERS (1020.26 FEET).
APPENDIX B
A SKETCH SHOWING THE GENERAL LOCATION OF THE AREA
ANNEXED TO THE VILLAGE OF IRMA
AFFECTED AREA
______________
ORDERS IN COUNCIL
O.C. 547/2005
(Municipal Government Act)
Approved and ordered:
Norman Kwong
Lieutenant Governor. November 23, 2005
The Lieutenant Governor in Council orders that
(
a) effective January 1, 2006, the land described in Appendix A and
shown on the sketch in Appendix B is separated from Parkland
County and annexed to the Town of Stony Plain,
(
b) any taxes owing to Parkland County at the end of December 31,
2005 in respect of the annexed land are transferred to and become
payable to the Town of Stony Plain together with any lawful
penalties and costs levied in respect of those taxes, and the Town
of Stony Plain upon collecting those taxes, penalties and costs
must pay them to Parkland County, and
(
c) the assessor for the Town of Stony Plain must assess, for the
purpose of taxation in 2006 and subsequent years, the annexed
land and the assessable improvements to it,
and makes the Order in Appendix C.
Shirley McClellan, Acting Chair.
APPENDIX A
DETAILED DESCRIPTION OF THE LANDS SEPARATED
FROM PARKLAND COUNTY
AND ANNEXED TO THE TOWN OF STONY PLAIN
THE SOUTHEAST QUARTER OF
SECTION TWENTY-FOUR (24), TOWNSHIP
FIFTY-TWO (52), RANGE TWENTY-EIGHT (28), WEST OF THE FOURTH
MERIDIAN.
ALL THAT PORTION OF THE SOUTHWEST QUARTER OF
SECTION
TWENTY-FOUR (24), TOWNSHIP FIFTY-TWO (52), RANGE TWENTY-EIGHT
(28), WEST OF THE FOURTH MERIDIAN LYING EAST OF HIGHWAY 779.
ALL THAT PORTION OF HIGHWAY 779 LYING WEST OF THE SOUTHWEST
QUARTER OF
SECTION TWENTY-FOUR (24), TOWNSHIP FIFTY-TWO (52),
RANGE TWENTY-EIGHT (28), WEST OF THE FOURTH MERIDIAN.
THE SOUTHWEST QUARTER OF
SECTION NINETEEN (19), TOWNSHIP
FIFTY-TWO (52), RANGE TWENTY-SEVEN (27), WEST OF THE FOURTH
MERIDIAN.
THE NORTHEAST QUARTER OF
SECTION NINETEEN (19), TOWNSHIP
FIFTY-TWO (52), RANGE TWENTY-SEVEN (27), WEST OF THE FOURTH
MERIDIAN.
THE NORTHWEST QUARTER OF
SECTION TWENTY (20), TOWNSHIP
FIFTY-TWO (52), RANGE TWENTY-SEVEN (27), WEST OF THE FOURTH
MERIDIAN.
THE EAST ONE-HALF OF
SECTION THIRTY (30), TOWNSHIP FIFTY-TWO
(52), RANGE TWENTY-SEVEN (27), WEST OF THE FOURTH MERIDIAN.
THE WEST ONE-HALF OF
SECTION TWENTY-NINE (29), TOWNSHIP FIFTY-
TWO (52), RANGE TWENTY-SEVEN (27), WEST OF THE FOURTH
MERIDIAN.
THE WEST ONE-HALF OF
SECTION THIRTY-TWO (32), TOWNSHIP FIFTY-
TWO (52), RANGE TWENTY-SEVEN (27), WEST OF THE FOURTH
MERIDIAN.
ALL THAT PORTION OF HIGHWAY 16A LYING NORTH OF THE
NORTHWEST QUARTER OF
SECTION THIRTY-TWO (32), TOWNSHIP
FIFTY-TWO (52), RANGE TWENTY-SEVEN (27), WEST OF THE FOURTH
MERIDIAN.
THE NORTH ONE-HALF OF
SECTION SIX (6), TOWNSHIP FIFTY-THREE
(53), RANGE TWENTY-SEVEN (27), WEST OF THE FOURTH MERIDIAN.
ALL THAT PORTION OF THE ROAD ALLOWANCE (BOUNDARY ROAD)
LYING EAST OF THE NORTHEAST QUARTER OF
SECTION SIX (6),
TOWNSHIP FIFTY-THREE (53), RANGE TWENTY-SEVEN (27), WEST OF THE
FOURTH MERIDIAN.
THE NORTH ONE-HALF OF
SECTION ONE (1), TOWNSHIP FIFTY-THREE
(53), RANGE TWENTY-EIGHT (28), WEST OF THE FOURTH MERIDIAN.
ALL INTERVENING ROAD ALLOWANCES, REGISTERED ROAD PLANS
AND HIGHWAY PLANS AND ALL INTERSECTIONS.
APPENDIX B
A SKETCH SHOWING THE GENERAL LOCATION OF THE
AREA ANNEXED TO THE TOWN OF STONY PLAIN
APPENDIX C
ORDER
1 In this Order, "annexed land" means the land described in Appendix A and shown
on the sketch in Appendix B.
2 Subject to
section 3, for taxation purposes in 2006 and subsequent years up to and
including 2013, the annexed land and the assessable improvements to it
(
a) must be assessed by the Town of Stony Plain on the same basis as if they
had remained in Parkland County, and
(
b) must be taxed by the Town of Stony Plain in respect of each assessment
class that applies to the annexed land and the assessable improvements to it
using the municipal tax rate established by Parkland County.
3(1)
Section 2 ceases to apply to a portion of the annexed land and the assessable
improvements to it in the taxation year immediately following the taxation year in
which
(
a) the portion becomes a new parcel of land 16 hectares or less in size, created
as a result of subdivision or separation of title by registered plan of
subdivision or by instrument or any other method that occurs at the request
of or on behalf of, the landowner,
(
b) the portion is redesignated, at the request of or on behalf of the landowner,
under the Town of Stony Plain Land Use Bylaw,
(
c) the portion containing an industrial or commercial development receives a
permit from the Town of Stony Plain to expand the industrial or commercial
development, or
(
d) the portion is connected to the water or sanitary sewer services provided by
the Town of Stony Plain.
(2) Notwithstanding subsection (1)(a),
section 2 does not cease to apply in respect of
an existing farmstead that is subdivided from a previously unsubdivided quarter
section of the annexed land.
4 After
section 2 ceases to apply to a portion of the annexed land, that portion of the
annexed land and the assessable improvements to it must be assessed and taxed for
the purposes of property taxes in the same manner as other property of the same
assessment class in the Town of Stony Plain is assessed and taxed.
GOVERNMENT NOTICES
Agriculture, Food and Rural Development
Form 15
(Irrigation Districts Act)
(Section 88)
Notice to Irrigation Secretariat:
Change of Area of an Irrigation District
On behalf of the Western Irrigation District, I hereby request that the Irrigation
Secretariat forward a certified copy of this notice to the Registrar for Land Titles for
the purposes of registration under
Section 22 of the Land Titles Act and arrange for
notice to be published in the Alberta Gazette.
The following parcels of land should be removed from the irrigation district and the
notation removed from the certificate of title:
LINC Number
Short Legal Description
as shown on title
Title Number
0031 300 478
0513330;2;2
051 364 200
0027 168 525
9711654;4;19
051 402 519
0017 841 826
7710634;4;19
051 350 540
I certify the procedures required under
part 4 of the Irrigation Districts Act have been
completed and the area of the Western Irrigation District should be changed
according to the above list.
Laurie Hodge, Office Manager,
Irrigation Secretariat.
Community Development
Notice Of Intention To Designate A Provincial Historic Resource
(Historical Resources Act)
File: Des. 2143
Notice is hereby given that sixty days from the date of service of this Notice and its
publication in Alberta Gazette, the Minister of Community Development intends to
make an Order that the site known as the:
Cochrane Farm, together with the land legally described as:
Plan 012 6338, Lot 1A. Excepting thereout all mines and minerals. Area: 17.76
hectares (43.89 acres) more or less
and municipally located in the County of Grande Prairie No. 1
be designated as a Provincial Historic Resource under
Section 20 of the Historical
Resources Act, R.S.A. 2000 C. H-9.
The reasons for the designation are as follows:
The heritage value of Cochrane Farm lies in its association with Robert Cochrane I, a
pioneer farmer in Alberta's Peace Country renowned for his huge land holdings, his
international reputation as a timothy and alfalfa grower, his preservation of a large
tract of native prairie, and his collection of prehistoric fossils.
The Peace Country of Northern Alberta was opened to settlement in 1909 when the
township survey of the area was begun. Changes to Canadian homesteading
regulations in 1908 allowing for larger farmsteads encouraged many to settle in the
vast lands of the Peace - the last agricultural frontier on the continent. Robert and
Jenny Cochrane were some of the first settlers in the area, arriving in 1910 and
obtaining 1,280 acres of land by purchasing and applying South African Scrip. At the
time of their acquisition, the Cochranes boasted the largest farm in the Peace Country.
The land they selected was very fertile and Cochrane prospered as a farmer; in 1928
and 1931, he produced what was judged to be the best alfalfa and timothy in the
world, winning him international acclaim and attracting settlers to the Peace Country.
In addition to his vast and rich tracts of agricultural land, Cochrane also possessed
and preserved a quarter
section of native prairie, believed to be the largest known
acreage of the undisturbed "Grande Prairie" remaining. This land maintains much of
the region's indigenous plant life that was largely destroyed during the settlement
period in the Peace Country.
Justly renowned for his impressive crops and his forethought in preserving a portion
of native prairie, Cochrane also attracted attention for his interest in the collection and
study of prehistoric life in northern Alberta. An amateur palaeontologist, he scoured
the Kleskun Hills and Wapiti River area searching for fossils, and stored his
collection in his workshop, built in 1930. Some of his specimens were sent to the
Smithsonian, many more were transferred to the Provincial Museum of Alberta (now
the Royal Alberta Museum), while others were acquired by the Grande Prairie
Museum. His passion for palaeontology also led Cochrane to organize annual
geological picnics to the Kleskun Hills in the years following World War Two.
Attended by thousands, the events became major social occasions and also attracted
geologists from the University of Alberta.
The earliest extant buildings and structures on the Cochrane Farm were constructed
between 1930 and 1935 with typical, western Canadian materials and designs that
emphasized function over artistry. Nonetheless, the buildings contain certain
elements that mark their individuality. The 1930 workshop is distinguished by its
clipped gable roof, while the 1932 barn contains a decorative cupola and an unusual
front wall extending above the slope of the roof to form a parapet. The 1931
farmhouse contains several compelling features, including a local fieldstone
foundation and a wood framed structure clad in locally-made brick. Situated in a
wood-rich area, the farmhouse is thought to be the first rural dwelling in the Peace
River region to be built of brick. The significant buildings on the Cochrane Farm are
thus representative of both the largely unornamented, functional construction and
design of homestead buildings of this period and of the small, idiosyncratic elements
that added distinctiveness and style to these structures.
Dated this 16th day of November, A.D. 2005.
Mark Rasmussen, Assistant Deputy Minister.
Energy
Hosting Expenses Exceeding $600.00
For the period July 1, 2005 to September 30, 2005
Function: Energy Study Tour Dinner
Purpose: Alberta portion of the Energy Study Tour for Congress and Administration
Staffers.
Amount: $945.14 (this is only Energy's share - amount split with International and
Intergovernmental Relations).
Date: August 3, 2005
Location: Calgary, Alberta
Government Services
Hosting Expenses Exceeding $600.00
For the period July 1, 2005 to September 30, 2005
Function: 2005 Spring Tenancy Conference
Date: May 25 to 27, 2005
Amount: $790.99
Location: Edmonton, Alberta
Purpose: To discuss provincial problems and remedies affecting the Residential
Tenancy Act and other tenancy matters.
Function: Alberta Registry Agents Association Annual Conference - Luncheon
Date: June 9, 2005
Amount: $3,178.40
Location: Edmonton, Alberta
Purpose: To provide an opportunity for registry agents to learn more about the
government initiatives, registry business and updated technologies required for
performing agent business, and to provide a chance for the department staff to meet
with the agents.
Function: Utilities Consumer Advocate Advisory Council Meetings
Date: July 7 and 8, 2005
Amount: $2,315.46
Location: Edmonton, Alberta
Purpose: To discuss retail policy and conduct regular Council business.
Function: Public Sector CIO (PSCIOC) Privacy Sub-Committee
Date: June 14 and 15, 2005
Amount: $721.96
Location: Edmonton, Alberta
Purpose: Meeting of the federal/provincial/territorial representatives held prior to the
annual Access and Privacy Conference.
Infrastructure and Transportation
Contract Increases Approved
Pursuant to Treasury Board Directive 08/93
Contract No: 6660/03
Contractor: E Construction Ltd.
Reason for Increase: This contract involves grading, granular base course, asphalt
concrete pavement, bridge culvert replacement and other work in Hwy. 28:02, S. of
the Sturgeon River to S. of Jct. Hwy. 642 and interchange ramps from Hwy. 28 to
195th Ave., in the City of Edmonton. Additional quantities of grading, paving and
base course items were required to address poor site conditions.
Contract Amount: $6,628,107.00
% Increase: 24.4%
Amount of Increase: $1,620,000.00
Date Approved: July 18, 2005
Contract No: 6794/04
Contractor: Graham Industrial Services Ltd.
Reason for Increase: This contract involves the construction of a precast concrete
girder bridge on B.F. 85091 carrying 111 St. over Anthony Henday Drive and
granular base course, asphalt concrete pavement, drainage, curb and gutter, concrete
walk, street lighting and other work on 111 St. from Blackburn Dr, to 9th Ave, in
Edmonton. Extra work related to a scope change related to design revision,
development growth and drainage and safety concerns was required.
Contract Amount: $7,262,073.75
% Increase: 16.5%
Amount of Increase: $1,200,000
Date Approved: July 18, 2005
Contract No: 6539/02
Contractor: Kiewit Management Ltd.
Reason for Increase: This contract involves construction of a cast-in-place concrete
arch bridge structure and MSE Walls on B.F. 85017 - Carrying Anthony Henday
Drive over Whitemud Creek and grading, storm sewer installation and other work on
Anthony Henday Drive E. of Whitemud Creek to W. of Whitemud Creek and
Whitemud Creek Realignment in the City of Edmonton. Extra quantities and extra
work were required due to unforeseen site conditions.
Contract Amount: $14,961,000.00
% Increase: 10.5%
Amount of Increase: $1,574,000.00
Date Approved: July 22, 2005
Contract No: 6815/04
Contractor: Top Notch Construction Ltd.
Reason for Increase: This contract involves dam upgrades on the Carseland-Bow
River Headworks System on McGregor Reservoir. Quantities for excavation, topsoil
and subsoil stripping and placement were under-estimated and unforeseen site
conditions cause the quantity of pit run gravel to increase.
Contract Amount: $3,616,500.00
% Increase: 13.5%
Amount of Increase: $533,500.00
Date Approved: July 29, 2005
Contract No: 6865/04
Contractor: Wapiti Gravel Suppliers, Division of N.P.A. Ltd.
Reason for Increase: This contract involves granular base course, asphalt concrete
pavement (EPS) and other work on Hwy. 43:10 on E. of Little Smoky River to W. of
Iosegun Lake. Additional work was required to twin three kilometers on Hwy. 43:10
to resolve safety issues. An additional 50 mm lift of asphalt was added on the worst
section for strengthening.
Contract Amount: $6,213,002.41
% Increase: 96.1%
Amount of Increase: $5,967,647.18
Date Approved: August 8, 2005
Contract No: 7071/05
Contractor: Western Irrigation District
Reason for Increase: This contract involves installation of monitoring equipment. A
design change increased the price as well as extra work related to rip rap, canal bank
armour and safety fencing.
Contract Amount: $150,000.00
% Increase: 64.0%
Amount of Increase: $96,000.00
Date Approved: August 16, 2005
Contract No: 6713/03
Contractor: Lafarge Canada Inc.
Reason for Increase: This contract involves grading, GB, ACP and other work on
Hwy. 201:08 Stoney Trail. Quantity overrun on GBC and extra work for a better fit
Contract Amount: $3,536,206.00
% Increase: 14.6%
Amount of Increase: $500,000.00
Date Approved: September 2, 2005
Contract No: 007621
Calgary - Southern Alberta Jubilee Auditorium
Refurbishment of the Main Hall and Infrastructure
Renewal
Contractor: Bird Management Ltd.
Reason for Increase: The scope of the work for this project was increased by
$2,500,000.00 to cover the cost of lobby upgrades. In addition, during the normal
course of construction there were changes attributable to unforeseen issues in this
fifty-year-old facility (hazardous materials, conflicting new and old structure and
service lines, incomplete existing fire separations, crumbling unstable clay block
walls).
Contract Amount: $26,655,000.00
% Increase: 19.7%
Amount of Increase: $5,245,000.00
Date Approved: September 9, 2005
Contract No: 007622
Edmonton - Northern Alberta Jubilee Auditorium
Refurbishment of the Main Hall and Infrastructure
Renewal
Contractor: Bird Construction Company
Reason for Increase: The scope of the work for this project was increased by
$2,500,000.00 to cover the cost of lobby upgrades. In addition, during the normal
course of construction there were changes attributable to unforeseen issues in this
fifty-year-old facility (hazardous materials, conflicting new and old structure and
service lines, incomplete existing fire separations, crumbling unstable clay block
walls).
Contract Amount: $27,578,800.00
% Increase: 20.2%
Amount of Increase: $2,571,200.00
Date Approved: September 9, 2005
______________
Sale or Disposition of Land
(Government Organization Act)
Name of Purchaser: Foothills Academy Society
Consideration: $310,200
Land Description: Plan 0512119, Block 1, Lot 7, excepting thereout all mines and
minerals. Located in the City of Calgary.
Name of Purchaser: Kelly Whitney
Consideration: $108,000
Land Description: Plan 8021615, Block 18, Lot 50, excepting thereout all mines and
minerals. Located in the Town of Swan Hills.
Name of Purchaser: The City of Grande Prairie
Consideration: $9,000
Land Description: Plan 2730RS, Block 6, excepting thereout all mines and
minerals. Located in the City of Grande Prairie.
Justice
Office of the Public Trustee
Property being held by the Public Trustee for a period of Ten
(10) Years
(Public Trustee Act)
Section 11 (2)(
b) Name of Person Entitled
to Property
Description
of Property
held and its
value or
estimated
value
Property part of
deceased person's
Estate or held under
Court Order:
Deceased's Name
Judicial District Court
File Number
Public Trustee
Office
Additional
Information
Armand Beaulieu Missing
Beneficiaries
Cash on hand
$2,290.22
Estate
Armand Beaulieu
JD of Edmonton
SES03 108827
Edmonton
(File #144983)
Estate of Amable Edmond
J Bernard
Cash on hand
$3,350.78
Estate
Paul Joseph Bernard
JD of Edmonton
SES03 101619
Edmonton
(File #129453)
Allan Neal Bradford aka
Allen Neill Bradford
Missing Beneficiaries
Cash on hand
$57,748.23
Estate
Allan Neal Bradford aka
Allen Neill Bradford
JD of Wetaskiwin
SES12 29271
Edmonton
(File #039813)
Lawrence Contois
Cash on hand
$401.95
Estate
Virgina Contois
JD of Edmonton
SES03 095573
Edmonton
(File #129719)
Cyril Bruce Cramer
Cash on hand
$1,853.61
Estate
Harry Arnold Lawrence
Cramer
JD of Edmonton
SES03 114218
Edmonton
(File #146165)
Harry Arnold Cramer
Missing Niece of
Cash on hand
$1,853.61
Estate
Harry Arnold Lawrence
Cramer
JD of Edmonton
SES03 114218
Edmonton
(File #146165)
Elizabeth Jennifer Hrenko
Cash on hand
$1,853.61
Estate
Harry Arnold Lawrence
Cramer
JD of Edmonton
SES03 114218
Edmonton
(File #146165)
Leona Dickson
Cash on hand
$1,853.61
Estate
Harry Arnold Lawrence
Cramer
JD of Edmonton
SES03 114218
Edmonton
(File #146165)
Veronika Copek
Cash on hand
$481.06
Estate
Ivan Dominko
JD of Edmonton
SES03 113602
Edmonton
(File #145087)
Bernarda Koren
Cash on hand
$504.27
Estate
Ivan Dominko
JD of Edmonton
SES03 113602
Edmonton
(File #145087)
Michael O'Donohue
Cash on hand
$15,298.91
Estate
John Donohue
JD of Edmonton
SES03 113654
Edmonton
(File #141101)
Cecille Dunn
Cash on hand
$3,316.57
Estate
Allen Dunn
JD of Red Deer
SES10 14301
Edmonton
(File #136994)
Thelma Johnson
Cash on hand
$35,584.70
Estate
Nellie Jean Hepburn
JD of Red Deer
SES10 13855
Edmonton
(File #007374)
Albert Kroeze aka
Hal Brown
Cash on hand
$6,938.01
Estate
Johan Kroeze aka
John Kroeze
JD of Edmonton
SES03 116112
Edmonton
(File #148628)
Maria Elioglou
Cash on hand
$348.56
Estate
Maria J Manitsis
JD of Edmonton
SES03 115383
Edmonton
(File #143025)
Jan Olejarski Missing
Beneficiaries
Cash on hand
$613.64
Estate
Jan Olejarski
JD of Edmonton
SES03 117544
Edmonton
(File #145073)
William Gregory Philp
Cash on hand
$34,745.88
Estate
Lloyd George Philp
JD of Edmonton
SES03 108160
Edmonton
(File #134017)
Angelina Rossi
Cash on hand
$28,559.03
Estate
Henry John (Jean)
Baptiste Rossi
JD of St Paul
SES14 00696
Edmonton
(File #140670)
Annie Saganiuk
Cash on hand
$2,772.78
Estate
William Daniel
Saganiuk
JD of Edmonton
SES03 108326
Edmonton
(File #147213)
Rosie Saganiuk
Cash on hand
$2,772.78
Estate
William Daniel
Saganiuk
JD of Edmonton
SES03 108326
Edmonton
(File #147213)
Adam Saganiuk
Cash on hand
$2,772.78
Estate
William Daniel
Saganiuk
JD of Edmonton
SES03 108326
Edmonton
(File #147213)
Soloman (Selma) Saganiuk
Cash on hand
$2,772.78
Estate
William Daniel
Saganiuk
JD of Edmonton
SES03 108326
Edmonton
(File #147213)
Nora Kulak
Cash on hand
$2,772.78
Estate
William Daniel
Saganiuk
JD of Edmonton
SES03 108326
Edmonton
(File #147213)
Estate of Iwan Saganiuk
Cash on hand
$2,789.69
Estate
William Daniel
Saganiuk
JD of Edmonton
SES03 108326
Edmonton
(File #147213)
Stephanie Marie Farris
Cash on hand
$826.55
Estate
James Joseph Wynne
JD of Edmonton
SES03 092097
Edmonton
(File #122269)
Kuzma Wynnyczuk
Missing Beneficiaries
Cash on hand
$7,488.99
Estate
Kuzma Wynnyczuk
JD of Edmonton
SES03 100359
Edmonton
(File #128391)
Yu Soo Yee
Cash on hand
$17,274.57
Estate
Hong Yui Yee
JD of Edmonton
SES03 105245
Edmonton
(File #125989)
Merrill Lynch Royal
Securities Ltd
Cash on hand
$11,669.84
Estate
North West Trust
Missing share holders
Edmonton
(File #129807)
50 shares of
Allarco
Developments
Limited
St John's Press Ltd
Cash on hand
$304.63
Estate
North West Trust
Missing share holders
Edmonton
(File #129807)
1 share of
Allarco
Developments
Ltd
Sayo Abe
Cash on hand
$66,479.42
Estate
Harvo Abe
JD of Calgary
SES01 95158
Calgary
(File #039807)
Gary Orr
Cash on hand
$476.24
Estate
Marion Carolyn
Bevilacqua
JD of Calgary
SES01 79526
Calgary
(File #027776)
Irma Johnson
Cash on hand
$484.68
Estate
Patricia Rose Bird
JD of Calgary
SES01 94493
Calgary
(File #043242)
Michel Joseph R
Dansereau
Cash on hand
$5.04
Estate
Guy Theodore Chartier
JD of Calgary
SES01 091189
Calgary
(File #042957)
Constance Christina
Dewolfe
Cash on hand
$206.06
Estate
Alfred Lloyd Dewolfe
JD of Red Deer
SES10 15070
Calgary
(File #037219)
Michalina Dorosh
Cash on hand
$83,517.76
Estate
Edward Gerald Dorosh
JD of Calgary
SES01 84997
Calgary
(File #031118)
Hannah May Dyson
Cash on hand
$29,443.93
Estate
Arthur Dyson
JD of Calgary
SES01 087105
Calgary
(File #027522)
Children of George Eccles
Cash on hand
$5,954.67
Estate
George Henry Eccles
JD of Calgary
SES01 089833
Calgary
(File #034880)
Rodney Babitzke
Cash on hand
$4,012.69
Court Order
Mary Eidem
JD of Medicine Hat
SES08 17824
Calgary
Berta Ehlert Missing
Sibling Unknown
Cash on hand
$90,287.86
Estate
Berta Ehlert
JD of Calgary
SES01 083918
Calgary
(File #022772)
Carl Milton Foster
Cash on hand
$112.95
Estate
Sheila Foster
JD of Calgary
SES01 75647
Calgary
(File #025019)
Donald John Burrell
Cash on hand
$4,405.04
Estate
Linden Hogenson
JD of Lethbridge/
MacLeod
SES06 11149
Calgary
(File #041838)
Mickey Munroe
Cash on hand
$4,405.04
Estate
Linden Hogenson
JD of Lethbridge/
MacLeod
SES06 11149
Calgary
(File #041838)
George Leo Kennedy Issue
Cash on hand
$5,855.99
Estate
Alphonse Aloylius
Kennedy
JD of Calgary
SES01 089147
Calgary
(File #034340)
Jack Kumlin
Cash on hand
$45,454.58
Estate
Harry Einar Kumlin
JD of Calgary
SES01 095684
Calgary
(File #040998)
Jane Kuschnier
Cash on hand
$875.15
Estate
Bogdan Fred Kuschnier
JD of Calgary
SES01 94253
Calgary
(File #038784)
Robert Lang
Cash on hand
$213.03
Estate
Wilbur Morton Lang
JD of Lethbridge/
MacLeod
ES06 07998
Calgary
(File #030644)
Mr & Mrs William
McLaughlin
Cash on hand
$213.03
Estate
Wilbur Morton Lang
JD of Lethbridge/
MacLeod
ES06 07998
Calgary
(File #030644)
Dave McKenzie
Cash on hand
$213.03
Estate
Wilbur Morton Lang
JD of Lethbridge/
MacLeod
ES06 07998
Calgary
(File #030644)
Phylis & Kit St Cyr
Cash on hand
$213.03
Estate
Wilbur Morton Lang
JD of Lethbridge/
MacLeod
ES06 07998
Calgary
(File #030644)
Brenda Sheppard
Cash on hand
$213.03
Estate
Wilbur Morton Lang
JD of Lethbridge/
MacLeod
ES06 07998
Calgary
(File #030644)
Blake & Chris Davis
Cash on hand
$213.03
Estate
Wilbur Morton Lang
JD of Lethbridge/
MacLeod
ES06 07998
Calgary
(File #030644)
Stephen Lunn Family
Cash on hand
$550.80
Estate
Wilbur Morton Lang
JD of Lethbridge/
MacLeod
ES06 07998
Calgary
(File #030644)
Agnes Larocque
Cash on hand
$12,097.32
Estate
Irvin Larocque
JD of Calgary
SES01 71980
Calgary
(File #042825)
Linda McConnell
Cash on hand
$1,446.43
Estate
Herbert Hugh
McConnell
JD of Calgary
SES01 93443
Calgary
(File #038037)
Kevin Terrence McIntosh
Cash on hand
$24,707.49
Estate
Russell McIntosh
JD of Calgary
SES01 92727
Calgary
(File #037758)
Ralph Mazzei Siblings of
Cash on hand
$5,864.44
Estate
Ralph Mazzei
JD of Calgary
SES01 083720
Calgary
(File #016158)
Christopher Goyette
Cash on hand
$2,612.44
Estate
Martha Emma Jane
Mearon
JD of Calgary
SES01 094288
Calgary
(File #043337)
Tamara Ivanivna
Novodvorska
Cash on hand
$23,677.62
Estate
Ivan F Novodvorsky
JD of Lethbridge
SES06 08827
Calgary
(File #032283)
Nita Annie Saliken
Cash on hand
$13,025.77
Estate
Pollay Saliken
JD of Lethbridge
SES06 09782
Calgary
(File #026881)
Walter Smith
Cash on hand
$275.21
Estate
James Franklin Smith
JD of Calgary
SES01 92982
Calgary
(File #037849)
Norman Harold Stevenson
Cash on hand
$84.81
Estate
Marie Alexina Heloise
Stevenson
JD of Lethbridge
SES06 09855
Calgary
(File #0306l7)
Olga Dutka
Cash on hand
$10,848.21
Estate
Paulina Zolotucha
JD of Calgary
SES01 93006
Calgary
(File #038056)
Safety Codes Council
Amendment of Municipal Accreditation
(Safety Codes Act)
Pursuant to
Section 26 of the Safety Codes Act it is hereby ordered that
- Town of Innisfail, Accreditation No. M000139, Order No. O00000189, July 7,
1995, amended December 1, 2005.
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.
Alberta Securities Commission
(Securities Act)
These rules will come into force on December 30, 2005.
Made as a rule by the Alberta Securities Commission on October 12, 2005, pursuant
to sections 223 and 224 of the Securities Act.
NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
TABLE OF CONTENTS
Part 1
DEFINITIONS AND
INTERPRETATION
1.1
Definitions
1.2 References to Information Included in a Document
1.3 References to Information to be Included in a Document
1.4
Interpretation of "short form prospectus"
1.5
Interpretation of "payments to be made"
Part 2 QUALIFICATION TO FILE A PROSPECTUS IN THE FORM OF A
SHORT FORM PROSPECTUS
2.1 Short Form Prospectus
2.2 Basic Qualification Criteria
2.3 Alternative Qualification Criteria for Issuers of Approved Rating Non-
Convertible Securities
2.4 Alternative Qualification Criteria for Issuers of Guaranteed Non-Convertible
Debt Securities, Preferred Shares and Cash Settled Derivatives
2.5 Alternative Qualification Criteria for Issuers of Guaranteed Convertible
Debt Securities or Preferred Shares
2.6 Alternative Qualification Criteria for Issuers of Asset-Backed Securities
2.7 Exemptions for New Reporting Issuers and Successor Issuers
2.8 Notice of Intention and Transition
Part 3 DEEMED INCORPORATION BY REFERENCE
3.1 Deemed Incorporation by Reference of Filed Documents
3.2 Deemed Incorporation by Reference of Subsequently Filed Documents
3.3 Incorporation by Reference
Part 4 FILING REQUIREMENTS FOR A SHORT FORM PROSPECTUS
4.1 Required Documents for Filing a Preliminary Short Form Prospectus
4.2 Required Documents for Filing a Short Form Prospectus
4.3 Review of Unaudited Financial Statements
4.4 Consents of Experts
4.5 Language of Documents
Part 5 AMENDMENTS TO A SHORT FORM PROSPECTUS
5.1 Form of Amendment
5.2 Required Documents for Filing an Amendment
5.3 Auditor's Comfort Letter
5.4 Forwarding Amendments
5.5 Amendment to Preliminary Short Form Prospectus
5.6 Amendment to Short Form Prospectus
Part 6 NON-FIXED PRICE OFFERINGS AND REDUCTION OF OFFERING
PRICE UNDER SHORT FORM PROSPECTUS
6.1 Non-Fixed Price Offerings and Reduction of Offering Price under Short
Form Prospectus
Part 7 SOLICITATIONS OF EXPRESSIONS OF INTEREST
7.1 Solicitations of Expressions of Interest
Part 8 EXEMPTION
8.1 Exemption
8.2 Evidence of Exemption
Part 9 TRANSITION, REPEAL AND EFFECTIVE DATE
9.1 Applicable Rules
9.2 Repeal
9.3 Effective Date
NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
PART 1
DEFINITIONS AND
INTERPRETATION
1.1
Definitions - In this Instrument
"AIF" has the same meaning as in NI 51-102 for a reporting issuer other
than an investment fund, and for an investment fund means an annual
information form as such term is used in NI 81-106;
"alternative credit support" means support, other than a guarantee, for the
payments to be made by an issuer of securities, as stipulated in the terms of
the securities or in an agreement governing rights of, or granting rights to,
holders of the securities, that
(
a) obliges the person or company providing the support to provide the
issuer with funds sufficient to enable the issuer to make the stipulated
payments, or
(
b) entitles the holder of the securities to receive, from the person or
company providing the support, payment if the issuer fails to make a
stipulated payment;
"applicable CD rule" means, for a reporting issuer other than an investment
fund, NI 51-102 and, for an investment fund, NI 81-106;
"approved rating" has the same meaning as in NI 51-102;
"approved rating organization" has the same meaning as in NI 51-102;
"asset-backed security" has the same meaning as in NI 51-102;
"business acquisition report" has the same meaning as in NI 51-102;
"cash equivalent" means an evidence of indebtedness that has a remaining
term to maturity of 365 days or less and that is issued, or fully and
unconditionally guaranteed as to principal and interest, by
Canada,
(
b) the government of the United States of America, the government of one
of the states of the United States of America, the government of another
sovereign state or a permitted supranational agency, if, in each case, the
evidence of indebtedness has an approved rating, or
(
c) a Canadian financial institution, or other entity that is regulated as a
banking institution, loan corporation, trust company, or insurance
company or credit union by the government, or an agency of the
government, of the country under whose laws the entity is incorporated
or organized or a political subdivision of that country, if, in either case,
the Canadian financial institution or other entity has outstanding short
term debt securities that have received an approved rating from any
approved rating organization;
"cash settled derivative" means a derivative, the terms of which provide for
settlement only by means of cash or cash equivalent the amount of which is
determinable by reference to the underlying interest of the derivative;
"convertible" means, if used to describe securities, that the rights and
attributes attached to the securities include the right or option to purchase,
convert into or exchange for or otherwise acquire equity securities of an
issuer, or any other security that itself includes the right or option to
purchase, convert into or exchange for or otherwise acquire equity securities
of an issuer;
"credit supporter" means a person or company who provides a guarantee or
alternative credit support for any of the payments to be made by an issuer of
securities as stipulated in the terms of the securities or in an agreement
governing rights of, or granting rights to, holders of the securities;
"current AIF" means,
(
a) if the issuer has filed an AIF for its most recently completed financial
year, that AIF, or
(
b) the issuer's AIF filed for the financial year immediately preceding its
most recently completed financial year if
(
i) the issuer has not filed an AIF for its most recently completed
financial year, and
(ii) the issuer is not yet required under the applicable CD rule to have
filed its annual financial statements for its most recently completed
financial year,
"current annual financial statements" means,
(
a) if the issuer has filed its comparative annual financial statements in
accordance with the applicable CD rule for its most recently completed
financial year, those financial statements together with the auditor's
report accompanying the financial statements and, if there has been a
change of auditors since the comparative period, an auditor's report on
the financial statements for the comparative period, or
(
b) the issuer's comparative annual financial statements filed for the
financial year immediately preceding its most recently completed
financial year, together with the auditor's report accompanying the
financial statements and, if there has been a change of auditors since the
comparative period, an auditor's report on the financial statements for
the comparative period if
(
i) the issuer has not filed its comparative annual financial statements
for its most recently completed financial year, and
(ii) the issuer is not yet required under the applicable CD rule to have
filed its annual financial statements for its most recently completed
financial year;
"derivative" means an instrument, agreement or security, the market price,
value or payment obligation of which is derived from, referenced to, or
based on an underlying interest;
"designated foreign jurisdiction" has the same meaning as in NI 52-107;
"equity securities" means securities of an issuer that carry a residual right to
participate in the earnings of the issuer and, upon the liquidation or winding
up of the issuer, in its assets;
"executive officer" has the same meaning as in NI 51-102;
"foreign disclosure requirements" has the same meaning as in NI 52-107;
"Form 44-101F1" means Form 44-101F1 Short Form Prospectus of this
Instrument;
"Form 51-102F2" means Form 51-102F2 Annual Information Form of NI
51-102;
"Form 51-102F3" means Form 51-102F3 Material Change Report of NI 51-
102;
"Form 51-102F4" means Form 51-102F4 Business Acquisition Report of NI
51-102;
"Form 51-102F5" means Form 51-102F5 Information Circular of NI 51-
102;
"full and unconditional credit support" means
(
a) alternative credit support that
(
i) entitles the holder of the securities to receive payment from the
credit supporter, or enables the holder to receive payment from the
issuer within 15 days of any failure by the issuer to make a
payment as stipulated, and
(ii) results in the securities receiving the same credit rating as, or a
higher credit rating than, the credit rating they would have received
if payment had been fully and unconditionally guaranteed by the
credit supporter, or would result in the securities receiving such a
rating if they were rated, or
(
b) a guarantee of the payments to be made by the issuer of securities as
stipulated in the terms of the securities or in an agreement governing
rights of, or granting rights to, holders of the securities such that the
holder of the securities is entitled to receive payment from the
guarantor within 15 days of any failure by the issuer to make a payment
as stipulated;
"information circular" has the same meaning as in NI 51-102;
"interim period" has the same meaning as in the applicable CD rule;
"investment fund" has the same meaning as in NI 81-106;
"material change report" means, for a reporting issuer other than an
investment fund, a completed Form 51-102F3, and for an investment fund, a
completed Form 51-102F3 adjusted as directed by NI 81-106;
"MD&A" has the same meaning as in NI 51-102 in relation to a reporting
issuer other than an investment fund, and in relation to an investment fund
means an annual or interim management report of fund performance as
defined in NI 81-106;
"mineral project" has the same meaning as in NI 43-101;
"NI 13-101" means National Instrument 13-101 System for Electronic
Document Analysis and Retrieval (SEDAR);
"NI 43-101" means National Instrument 43-101 Standards of Disclosure for
Mineral Projects;
"NI 44-102" means National Instrument 44-102 Shelf Distributions;
"NI 51-102" means National Instrument 51-102 Continuous Disclosure
Obligations;
"NI 52-107" means National Instrument 52-107 Acceptable Accounting
Principles, Auditing Standards and Reporting Currency;
"NI 81-106" means National Instrument 81-106 Investment Fund
Continuous Disclosure;
"non-convertible" means, if used to describe a security, a security that is not
convertible;
"permitted supranational agency" means the International Bank for
Reconstruction and Development, the International Finance Corporation, the
Inter-American Development Bank, the Asian Development Bank, the
Caribbean Development Bank, the European Bank for Reconstruction and
Development, the African Development Bank and any person or company
prescribed under paragraph (
g) of the definition of "foreign property" in
subsection 206(1) of the ITA;
"reorganization" means
(
a) a statutory amalgamation,
(
b) a statutory merger, or
(
c) a statutory arrangement;
"restricted security" has the same meaning as in NI 51-102;
"short form eligible exchange" means each of the Toronto Stock Exchange,
Tier 1 and Tier 2 of the TSX Venture Exchange and the Canadian Trading
and Quotation System Inc.;
"special warrant" means a security that, by its terms or the terms of an
accompanying contractual obligation, entitles or requires the holder to
acquire another security without payment of material additional
consideration and obliges the issuer of either security to undertake efforts to
file a prospectus to qualify the distribution of the other security;
"successor issuer" means an issuer existing as a result of a reorganization,
other than, in the case where the reorganization involved a divestiture of a
portion of an issuer's business, an issuer that succeeded to or otherwise
acquired the portion of the business divested;
"underlying interest" means, for a derivative, the security, commodity,
financial instrument, currency, interest rate, foreign exchange rate, economic
indicator, index, basket, agreement, benchmark or any other reference,
interest or variable, and, if applicable, the relationship between any of the
foregoing, from, to or on which the market price, value or any payment
obligation of the derivative is derived, referenced or based; and
"U.S. credit supporter" means a credit supporter that
(
a) 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,
(
b) either
(
i) has a class of securities registered under
section 12(
b) or
section
12(
g) of the 1934 Act, or
(ii) is required to file reports under
section 15(
d) of the 1934 Act,
(
c) has filed with the SEC all 1934 Act filings for a period of 12 calendar
months immediately before the filing of the preliminary short form
prospectus,
(
d) is not registered or required to be registered as an investment company
under the Investment Company Act of 1940 of the United States of
America, and
(
e) is not a commodity pool issuer;
"U.S. GAAS" has the same meaning as in NI 52-107.
1.2 References to Information Included in a Document - References in this
Instrument to information included in a document refer to both information
contained directly in the document and information incorporated by
reference in the document.
1.3 References to Information to be Included in a Document - Provisions of
this Instrument that require an issuer to include information in a document
require an issuer either to insert the information directly in the document or
to incorporate the information in the document by reference.
1.4
Interpretation of "short form prospectus" - In this Instrument, other than
in Parts 4 through 8 or unless otherwise stated, a reference to a short form
prospectus includes a preliminary short form prospectus.
1.5
Interpretation of "payments to be made" - For the purposes of the
definition of "full and unconditional credit support", payments to be made
by an issuer of securities as stipulated in the terms of the securities include
any amounts to be paid as dividends in accordance with, and on the dividend
payment dates stipulated in, the provisions of the securities, whether or not
the dividends have been declared.
PART 2 QUALIFICATION TO FILE A PROSPECTUS IN THE FORM OF A
SHORT FORM PROSPECTUS
2.1 Short Form Prospectus
(1) An issuer shall not file a prospectus in the form of Form 44-101F1
unless the issuer is qualified under any of sections 2.2 through 2.6 to
file a prospectus in the form of a short form prospectus.
(2) An issuer that is qualified under any of sections 2.2 through 2.6 to file a
prospectus in the form of a short form prospectus for a distribution may
file, for that distribution,
(
a) a preliminary prospectus, prepared and certified in the form of
Form 44-101F1; and
(
b) a prospectus, prepared and certified in the form of Form 44-101F1.
2.2 Basic Qualification Criteria - An issuer is qualified to file a prospectus in
the form of a short form prospectus for a distribution of any of its securities
in the local jurisdiction, if the following criteria are satisfied:
(
a) the issuer is an electronic filer under NI 13-101;
(
b) the issuer is a reporting issuer in at least one jurisdiction of
Canada;
(
c) the issuer has filed with the securities regulatory authority in each
jurisdiction in which it is a reporting issuer all periodic and timely
disclosure documents that it is required to have filed in that
jurisdiction
(
i) under applicable securities legislation,
(ii) pursuant to an order issued by the securities regulatory
authority, or
(iii) pursuant to an undertaking to the securities regulatory
authority;
(
d) the issuer has, in at least one jurisdiction in which it is a reporting
issuer,
(
i) current annual financial statements, and
(ii) a current AIF;
(
e) the issuer's equity securities are listed and posted for trading on a
short form eligible exchange and the issuer is not an issuer
(
i) whose operations have ceased, or
(ii) whose principal asset is cash, cash equivalents, or its
exchange listing.
2.3 Alternative Qualification Criteria for Issuers of Approved Rating Non-
Convertible Securities
(1) An issuer is qualified to file a prospectus in the form of a short form
prospectus for a distribution of non-convertible securities in the local
jurisdiction, if the following criteria are satisfied:
(
a) the issuer is an electronic filer under NI 13-101;
(
b) the issuer is a reporting issuer in at least one jurisdiction of
Canada;
(
c) the issuer has filed with the securities regulatory authority in each
jurisdiction in which it is a reporting issuer all periodic and timely
disclosure documents that it is required to have filed in that
jurisdiction
(
i) under applicable securities legislation,
(ii) pursuant to an order issued by the securities regulatory
authority, or
(iii) pursuant to an undertaking to the securities regulatory
authority;
(
d) the issuer has, in at least one jurisdiction in which it is a reporting
issuer,
(
i) current annual financial statements, and
(ii) a current AIF;
(
e) the securities to be distributed
(
i) have received an approved rating on a provisional basis,
(ii) are not the subject of an announcement by an approved rating
organization, of which the issuer is or ought reasonably to be
aware, that the approved rating given by the organization may
be down-graded to a rating category that would not be an
approved rating, and
(iii) have not received a provisional or final rating lower than an
approved rating from any approved rating organization.
(2) Paragraph (1)(
e) does not apply to an issuer filing a short form
prospectus that is a base shelf prospectus under NI 44-102.
2.4 Alternative Qualification Criteria for Issuers of Guaranteed Non-
Convertible Debt Securities, Preferred Shares and Cash Settled
Derivatives
(1) An issuer is qualified to file a prospectus in the form of a short form
prospectus for a distribution of non-convertible debt securities, non-
convertible preferred shares or non-convertible cash settled derivatives
in the local jurisdiction, if the following criteria are satisfied:
(
a) a credit supporter has provided full and unconditional credit
support for the securities being distributed,
(
b) at least one of the following is true:
(
i) the credit supporter satisfies the criteria in paragraphs 2.2(a),
(b), (
c) and (
d) if the word "issuer" is replaced with "credit
supporter" wherever it occurs;
(ii) the credit supporter is a U.S. credit supporter and the issuer is
incorporated or organized under the laws of Canada or a
jurisdiction of Canada;
(
c) unless the credit supporter satisfies the criteria in paragraph 2.2(
e) if the word "issuer" is replaced with "credit supporter" wherever it
occurs, at the time the preliminary short form prospectus is filed
(
i) the credit supporter has outstanding non-convertible securities
that
(
A) have received an approved rating,
(
B) have not been the subject of an announcement by an
approved rating organization, of which the issuer is or
ought reasonably to be aware, that the approved rating
given by the organization may be down-graded to a rating
category that would not be an approved rating, and
(
C) have not received a rating lower than an approved rating
from any approved rating organization, and
(ii) the securities to be issued by the issuer
(
A) have received an approved rating on a provisional basis,
(
B) have not been the subject of an announcement by an
approved rating organization, of which the issuer is or
ought reasonably to be aware, that the approved rating
given by the organization may be down-graded to a rating
category that would not be an approved rating, and
(
C) have not received a provisional or final rating lower than
an approved rating from any approved rating
organization.
(2) Subparagraph (1)(c)(ii) does not apply to an issuer filing a short form
prospectus that is a base shelf prospectus under NI 44-102.
2.5 Alternative Qualification Criteria for Issuers of Guaranteed
Convertible Debt Securities or Preferred Shares - An issuer is qualified
to file a prospectus in the form of a short form prospectus for a distribution
of convertible debt securities or convertible preferred shares in the local
jurisdiction, if the following criteria are satisfied:
(
a) the debt securities or the preferred shares are convertible into
securities of a credit supporter that has provided full and
unconditional credit support for the securities being distributed;
(
b) the credit supporter satisfies the criteria in
section 2.2 if the word
"issuer" is replaced with "credit supporter" wherever it occurs.
2.6 Alternative Qualification Criteria for Issuers of Asset-Backed Securities
(1) An issuer established in connection with a distribution of asset-backed
securities is qualified to file a prospectus in the form of a short form
prospectus for a distribution of asset-backed securities in the local
jurisdiction, if the following criteria are satisfied:
(
a) the issuer is an electronic filer under NI 13-101;
(
b) the issuer has, in at least one jurisdiction of Canada,
(
i) current annual financial statements, and
(ii) a current AIF;
(
c) the asset-backed securities to be distributed
(
i) have received an approved rating on a provisional basis,
(ii) have not been the subject of an announcement by an approved
rating organization, of which the issuer is or ought reasonably
to be aware, that the approved rating given by the organization
may be down-graded to a rating category that would not be an
approved rating, and
(iii) have not received a provisional or final rating lower than an
approved rating from any approved rating organization.
(2) Paragraph (1)(
c) does not apply to an issuer filing a short form
prospectus that is a base shelf prospectus under NI 44-102.
2.7 Exemptions for New Reporting Issuers and Successor Issuers
(1) Paragraph 2.2(d), paragraph 2.3(1)(
d) and paragraph 2.6(1)(
b) do not
apply to an issuer if
(
a) the issuer is not exempt from the requirement in the applicable CD
rule to file annual financial statements within a prescribed period
after its financial year end, but the issuer has not yet been required
under the applicable CD rule to file annual financial statements,
and
(
b) unless the issuer is seeking qualification under
section 2.6, the
issuer has filed and obtained a receipt for a final prospectus that
included the issuer's comparative annual financial statements for
its most recently completed financial year or the financial year
immediately preceding its most recently completed financial year,
together with the auditor's report accompanying those financial
statements and, if there has been a change of auditors since the
comparative period, an auditor's report on the financial statements
for the comparative period.
(2) Paragraph 2.2(d), paragraph 2.3(1)(
d) and paragraph 2.6(1)(
b) do not
apply to an issuer if
(
a) the successor issuer is not exempt from the requirement in the
applicable CD rule to file annual financial statements within a
prescribed period after its financial year end, but the issuer has not
yet, since the completion of the reorganization which resulted in
the successor issuer, been required under the applicable CD rule to
file annual financial statements, and
(
b) an information circular relating to the reorganization that resulted
in the successor issuer was filed by the successor issuer or an
issuer that was a party to the reorganization, and such information
circular
(
i) complied with applicable securities legislation, and
(ii) included disclosure in accordance with Item 14.2 or 14.5 of
Form 51-102F5 for the successor issuer.
2.8 Notice of Intention and Transition
(1) An issuer is not qualified to file a short form prospectus under this Part
unless it has filed a notice declaring its intention to be qualified to file a
short form prospectus at least 10 business days prior to the issuer filing
its first preliminary short form prospectus after the notice
(
a) with its notice regulator, and
(
b) in substantially the form of Appendix A.
(2) The notice under subsection (1) is effective until withdrawn.
(3) For the purposes of subsection (1), "notice regulator" means, as
determined on the date the notice is filed, the securities regulatory
authority or regulator of the jurisdiction of Canada
(
a) in which the issuer's head office is located, if the issuer is not an
investment fund and the issuer is a reporting issuer in that
jurisdiction,
(
b) in which the investment fund manager's head office is located, if
the issuer is an investment fund and the issuer is a reporting issuer
in that jurisdiction, or
(
c) with which the issuer has determined that it has the most
significant connection, if paragraphs (
a) and (
b) do not apply to the
issuer.
(4) For the purposes of this section, if, on December 29, 2005, an issuer
had a current AIF under National Instrument 44-101 Short Form
Prospectus Distributions that was in force on December 29, 2005, the
issuer is deemed to have filed a notice on December 14, 2005 declaring
its intention to be qualified to file a short form prospectus.
(5) For the purposes of this Part, if, on December 29, 2005, an issuer or a
credit supporter had an annual information form in Form 44-101F1
AIF, prior to its repeal on May 18, 2005, that was a current AIF under
National Instrument 44-101 Short Form Prospectus Distributions that
was in force on December 29, 2005, the issuer or credit supporter is
deemed to have a current AIF under this Part until the date it is first
required under the applicable CD rule to file its annual financial
statements.
PART 3 DEEMED INCORPORATION BY REFERENCE
3.1 Deemed Incorporation by Reference of Filed Documents - If an issuer
does not incorporate by reference in its short form prospectus a document
required to be incorporated by reference under
section 11.1 or 12.1 of Form
44-101F1, the document is deemed for purposes of securities legislation to
be incorporated by reference in the issuer's short form prospectus as of the
date of the short form prospectus to the extent not otherwise modified or
superseded by a statement contained in the short form prospectus or in any
other subsequently filed document that also is, or is deemed to be,
incorporated by reference in the short form prospectus.
3.2 Deemed Incorporation by Reference of Subsequently Filed Documents -
If an issuer does not incorporate by reference in its short form prospectus a
subsequently filed document required to be incorporated by reference under
section 11.2 or 12.1 of Form 44-101F1, the document is deemed for
purposes of securities legislation to be incorporated by reference in the
issuer's short form prospectus as of the date the issuer filed the document to
the extent not otherwise modified or superseded by a statement contained in
the short form prospectus or in any other subsequently filed document that
also is, or is deemed to be, incorporated by reference in the short form
prospectus.
3.3 Incorporation by Reference - A document deemed by this Instrument to be
incorporated by reference in another document is deemed for purposes of
securities legislation to be incorporated by reference in the other document.
PART 4 FILING REQUIREMENTS FOR A SHORT FORM PROSPECTUS
4.1 Required Documents for Filing a Preliminary Short Form Prospectus -
An issuer that files a preliminary short form prospectus shall
(
a) file the following with the preliminary short form prospectus:
(
i) Signed Copy - a signed copy of the preliminary short form
prospectus;
(ii) Qualification Certificate - a certificate, dated as of the date
of the preliminary short form prospectus, executed on behalf
of the issuer by one of its executive officers
(
A) specifying which of the qualification criteria set out in
Part 2 the issuer is relying on in order to be qualified to
file a prospectus in the form of a short form prospectus,
and
(
B) certifying that
(
I) all of those qualification criteria have been satisfied,
and
(II) all of the material incorporated by reference in the
preliminary short form prospectus and not
previously filed is being filed with the preliminary
short form prospectus;
(iii) Material Incorporated by Reference - copies of all material
incorporated by reference in the preliminary short form
prospectus and not previously filed;
(iv) Material Documents - copies of all documents referred to in
subsection 12.1(1) or 12.2(1) of NI 51-102 or
section 16.4 of
NI 81-106, as applicable, that relate to the securities being
distributed, and that have not previously been filed;
(
v) Mining Reports - if the issuer has a mineral project, the
technical reports required to be filed with a preliminary short
form prospectus under NI 43-101;
(vi) Reports and Valuations - a copy of each report or valuation
referred to in the preliminary short form prospectus for which
a consent is required to be filed under
section 4.4 and that has
not previously been filed, other than a technical report that
(
A) deals with a mineral project or oil and gas activities, and
(
B) is not otherwise required to be filed under paragraph (v);
and
(
b) deliver to the regulator, concurrently with the filing of the
preliminary short form prospectus, the following:
(
i) Authorization to Collect, Use and Disclose Personal
Information - an authorization in the form set out in
Appendix B to the indirect collection, use and disclosure of
personal information including, for each director and
executive officer of an issuer, each promoter of the issuer or,
if the promoter is not an individual, each director and
executive officer of the promoter, for whom the issuer has not
previously delivered the information;
(ii) Auditor's Comfort Letter regarding Audited Financial
Statements - a signed letter to the regulator from the auditor
of the issuer or of the business, as applicable, prepared in
accordance with the form suggested for this circumstance by
the Handbook, if a financial statement of an issuer or a
business included in a preliminary short form prospectus is
accompanied by an unsigned audit report.
4.2 Required Documents for Filing a Short Form Prospectus - An issuer that
files a short form prospectus shall
(
a) file the following with the short form prospectus:
(
i) Signed Copy - a signed copy of the short form prospectus;
(ii) Material Incorporated by Reference - copies of all material
incorporated by reference in the short form prospectus and not
previously filed;
(iii) Material Documents - copies of all documents referred to in
subsection 12.1(1) or 12.2(1) of NI 51-102 or
section 16.4 of
NI 81-106, as applicable, that relate to the securities being
distributed, and that have not previously been filed;
(iv) Other Reports and Valuations - a copy of each report or
valuation referred to in the short form prospectus, for which a
consent is required to be filed under
section 4.4 and that has
not previously been filed, other than a technical report that
(
A) deals with a mineral project or oil and gas activities of the
issuer, and
(
B) is not otherwise required to be filed under subparagraph
4.1(a)(v);
(
v) Issuer's Submission to Jurisdiction - a submission to
jurisdiction and appointment of agent for service of process of
the issuer in the form set out in Appendix C, if an issuer is
incorporated or organized in a foreign jurisdiction and does
not have an office in Canada;
(vi) Non-Issuer's Submission to Jurisdiction - a submission to
jurisdiction and appointment of agent for service of process of
the selling security holder, promoter or credit supporter, as
applicable, in the form set out in Appendix D, if a selling
security holder, promoter or credit supporter of an issuer is
incorporated or organized under a foreign jurisdiction and
does not have an office in Canada or is an individual who
resides outside of Canada;
(vii) Expert's Consents - the consents required to be filed under
section 4.4;
(viii) Credit Supporter's Consent - the written consent of the
credit supporter to the inclusion of its financial statements in
the short form prospectus, if financial statements of a credit
supporter are required under
section 12.1 of Form 44-101F1
to be included in a short form prospectus and a certificate of
the credit supporter is not required under
section 21.3 of Form
44-101F1 to be included in the short form prospectus; and
(
b) deliver the following to the regulators, no later than the filing of
the short form prospectus:
(
i) Blacklined Prospectus - a copy of the short form prospectus,
blacklined to show changes from the preliminary short form
prospectus;
(ii) Undertaking in Respect of Credit Supporter Disclosure - if
disclosure about a credit supporter is required to be included
in the short form prospectus under
section 12.1 of Form 44-
101F1, an undertaking of the issuer, in a form acceptable to
the regulators, to file the periodic and timely disclosure of the
credit supporter similar to the disclosure required under
section 12.1 of Form 44-101F1, for so long as the securities
being distributed are issued and outstanding.
4.3 Review of Unaudited Financial Statements
(1) Any unaudited financial statements of an issuer or an acquired business
included in or incorporated by reference into a short form prospectus
must have been reviewed in accordance with the relevant standards set
out in the Handbook for a review of financial statements by an entity's
auditor or a public accountant's review of financial statements.
(2) Despite subsection (1),
(
a) if the financial statements of the issuer or acquired business have
been audited in accordance with U.S. GAAS, the unaudited
financial statements may be reviewed in accordance with U.S.
review standards,
(
b) if the financial statements of the issuer or acquired business have
been audited in accordance with International Standards on
Auditing, the unaudited financial statements may be reviewed in
accordance with international review standards, or
(
c) if the financial statements of the issuer or acquired business have
been audited in accordance with auditing standards that meet the
foreign disclosure requirements of the designated foreign
jurisdiction to which the issuer is subject, the unaudited financial
statements may be reviewed in accordance with review standards
that meet the foreign disclosure requirements of the designated
foreign jurisdiction to which the issuer is subject.
4.4 Consents of Experts
(1) If any solicitor, auditor, accountant, engineer or appraiser, or any other
person or company whose profession or business gives authority to a
statement made by that person or company, is named in a short form
prospectus or an amendment to a short form prospectus, either directly
or in a document incorporated by reference,
(
a) as having prepared or certified any part of the short form
prospectus or the amendment,
(
b) as having opined on financial statements from which selected
information included in the short form prospectus has been derived
and which audit opinion is referred to in the short form prospectus
either directly or in a document incorporated by reference, or
(
c) as having prepared or certified a report or valuation referred to in
the short form prospectus or the amendment, either directly or in a
document incorporated by reference;
the issuer shall file no later than the time the short form prospectus or
the amendment is filed, the written consent of the person or company to
being named and to the use of that report, valuation, statement or
opinion.
(2) The consent referred to in subsection (1) shall
(
a) refer to the report, valuation, statement or opinion stating the date
of the report, valuation, statement or opinion, and
(
b) contain a statement that the person or company referred to in
subsection (1)
(
i) has read the short form prospectus, and
(ii) has no reason to believe that there are any misrepresentations
in the information contained in it that are
(
A) derived from the report, valuation, statement or opinion,
(
B) within the knowledge of the person or company as a
result of the services performed by the person or
company in connection with the report, financial
statements, valuation, statement or opinion.
(3) In addition to any other requirement of this section, the consent of an
auditor or accountant shall also state
(
a) the dates of the financial statements on which the report of the
person or company is made, and
(
b) that the person or company has no reason to believe that there are
any misrepresentations in the information contained in the short
form prospectus that are
(
i) derived from the financial statements on which the person or
company has reported, or
(ii) within the knowledge of the person or company as a result of
the audit of the financial statements.
(4) Subsection (1) does not apply to an approved rating organization that
issues a rating to the securities being distributed under the preliminary
short form prospectus or short form prospectus.
4.5 Language of Documents
(1) A person or company must file a document required to be filed under
(2) Despite subsection (1), if a person or company files a document only in
investor or prospective investor a version of the document in the other
language, the person or company must file that other version not later
than when it is first delivered to the investor or prospective investor.
(3) In Qu‚bec, the preliminary short form prospectus, the short form
prospectus, the permanent information record and any document
incorporated by reference must be in the French language or in the
PART 5 AMENDMENTS TO A SHORT FORM PROSPECTUS
5.1 Form of Amendment
(1) An amendment to a preliminary short form prospectus or a short form
prospectus shall consist of either an amendment that does not fully
restate the text of the preliminary short form prospectus or short form
prospectus or an amended and restated preliminary short form
prospectus or short form prospectus.
(2) An amendment to a preliminary short form prospectus or a short form
prospectus shall contain the certificates required by securities
legislation and, in the case of an amendment that does not fully restate
the text of the preliminary short form prospectus or short form
prospectus, shall be numbered and dated as follows:
"Amendment No. [insert amendment number] dated [insert date of
amendment] to [Preliminary] Short Form Prospectus dated [insert
date of preliminary short form prospectus or short form
prospectus]."
5.2 Required Documents for Filing an Amendment - An issuer that files an
amendment to a preliminary short form prospectus or short form prospectus
shall
(
a) file a signed copy of the amendment,
(
b) deliver to the regulator a copy of the preliminary short form prospectus
or short form prospectus blacklined to show the changes made by the
amendment, if the amendment is also a restatement of the preliminary
short form prospectus or short form prospectus,
(
c) file or deliver any supporting documents required under this Instrument
or other provisions of securities legislation to be filed or delivered with
a preliminary short form prospectus or a short form prospectus, as the
case may be, unless the documents originally filed or delivered with the
preliminary short form prospectus or short form prospectus as the case
may be, are correct as of the date the amendment is filed, and
(
d) in case of an amendment to a short form prospectus, file any consent
letter required under this Instrument to be filed with a short form
prospectus, dated as of the date of the amendment.
5.3 Auditor's Comfort Letter - If an amendment to a preliminary short form
prospectus materially affects, or relates to, an auditor's comfort letter
delivered under
section 4.1, the issuer shall deliver with the amendment a
new auditor's comfort letter.
5.4 Forwarding Amendments - An amendment to a preliminary short form
prospectus shall be forwarded to each recipient of the preliminary short form
prospectus according to the record of recipients to be maintained under
securities legislation.
5.5 Amendment to Preliminary Short Form Prospectus
(1) The regulator shall issue a receipt for an amendment to a preliminary
short form prospectus as soon as reasonably possible after the
amendment is filed.
(2) Despite subsection (1), in British Columbia, the regulator shall issue a
receipt for an amendment to a preliminary short form prospectus in
accordance with the Securities Act (British Columbia).
5.6 Amendment to Short Form Prospectus
(1) If, after a receipt is issued for a short form prospectus but prior to the
completion of the distribution under such short form prospectus,
securities in addition to the securities previously disclosed in the
prospectus are to be distributed, the person or company making the
distribution must file an amendment to the short form prospectus
disclosing the additional securities, as soon as practical, and in any
event no later than 10 days after the decision to increase the number of
securities offered is made.
(2) The regulator shall issue a receipt for an amendment to a short form
prospectus required to be filed under this
section or under securities
legislation unless the regulator considers that it is not in the public
interest to do so, or unless otherwise required by securities legislation.
(3) The regulator shall not refuse to issue a receipt under subsection
(2) without giving the person or company who filed the short form
prospectus an opportunity to be heard.
(4) A distribution or an additional distribution must not proceed until a
receipt for an amendment to a short form prospectus that is required to
be filed is issued by the regulator.
PART 6 NON-FIXED PRICE OFFERINGS AND REDUCTION OF
OFFERING PRICE UNDER SHORT FORM PROSPECTUS
6.1 Non-Fixed Price Offerings and Reduction of Offering Price under Short
Form Prospectus
(1) Every security distributed under a short form prospectus shall be
distributed at a fixed price.
(2) Despite subsection (1), securities for which the issuer is qualified under
Part 2 to file a prospectus in the form of a short form prospectus may be
distributed for cash at non-fixed prices under a short form prospectus if,
at the time of the filing of the preliminary short form prospectus, the
securities have received a rating, on a provisional or final basis, from at
least one approved rating organization.
(3) Despite subsection (1), if securities are distributed for cash under a
short form prospectus, the price of the securities may be decreased from
the initial offering price disclosed in the short form prospectus and,
after such a decrease, changed from time to time to an amount not
greater than the initial offering price, without filing an amendment to
the short form prospectus to reflect the change, if
(
a) the securities are distributed through one or more underwriters that
have agreed to purchase all of the securities at a specified price,
(
b) the proceeds to be received by the issuer or selling security holders
or by the issuer and selling security holders are disclosed in the
short form prospectus as being fixed, and
(
c) the underwriters have made a reasonable effort to sell all of the
securities distributed under the short form prospectus at the initial
offering price disclosed in the short form prospectus.
(4) Despite subsections (2) and (3), the price at which securities may be
acquired on exercise of rights shall be fixed.
PART 7 SOLICITATIONS OF EXPRESSIONS OF INTEREST
7.1 Solicitations of Expressions of Interest - The prospectus requirement does
not apply to solicitations of expressions of interest before the filing of a
preliminary short form prospectus for securities to be qualified for
distribution under a short form prospectus in accordance with this
Instrument, if
(
a) the issuer 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 short form
prospectus for the securities and obtain from the regulator a receipt,
dated as of a date that is not more than four business days after the date
that the agreement is entered into, for the preliminary short form
prospectus,
(
c) the issuer has issued and filed a news release announcing the agreement
immediately upon entering into the agreement,
(
d) upon issuance of a receipt for the preliminary short form prospectus, a
copy of the preliminary short form prospectus is sent to each 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 short form prospectus has been
filed and a receipt obtained.
PART 8 EXEMPTION
8.1 Exemption
(1) The regulator or the securities regulatory authority may grant an
exemption from the provisions of 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) An application made to the securities regulatory authority or regulator
for an exemption from the provisions of 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.
(4) Except in Ontario, an exemption referred to in subsection (1) is granted
under the statute referred to in Appendix B of National Instrument 14-
Definitions opposite the name of the local jurisdiction.
8.2 Evidence of Exemption
(1) Subject to subsection (2) and without limiting the manner in which an
exemption under this Part may be evidenced, the granting under this
Part of an exemption, other than an exemption, in whole or in part,
from
Part 2 or subsection 4.5(3), may be evidenced by the issuance of a
receipt for a short form prospectus or an amendment to a short form
prospectus.
(2) An exemption under this Part may be evidenced in the manner set out
in subsection (1) only if
(
a) the person or company that sought the exemption
(
i) sent to the regulator the letter or memorandum referred to in
subsection 8.1(3) on or before the date of the filing of the
preliminary short form prospectus, or
(ii) sent to the regulator the letter or memorandum referred to in
subsection 8.1(3) after the date of the filing of the preliminary
short form prospectus and received a written
acknowledgement from the regulator that the exemption may
be evidenced in the manner set out in subsection (1); and
(
b) the regulator has not before, or concurrently with, the issuance of
the receipt sent notice to the person or company that sought the
exemption, that the exemption sought may not be evidenced in the
manner set out in subsection (1).
PART 9 TRANSITION, REPEAL AND EFFECTIVE DATE
9.1 Applicable Rules - A short form prospectus may, at the issuer's option be
prepared in accordance with securities legislation in effect at either the date
of issuance of a receipt for the preliminary short form prospectus or the date
of issuance of a receipt for the short form prospectus.
9.2 Repeal - National Instrument 44-101 Short Form Prospectus Distributions
and Form 44-101F3 Short Form Prospectus, both of which came into force
on December 31, 2000, are repealed on December 30, 2005.
9.3 Effective Date - This Instrument comes into force on December 30, 2005.
NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
APPENDIX A
NOTICE DECLARING INTENTION
TO BE QUALIFIED UNDER
NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
("NI 44-101")
[date]
To: [the issuer's notice regulator (as defined in subsection 2.8(2) of NI 44-101),
and any other securities regulatory authority or regulator of a jurisdiction of
Canada with whom the issuer may voluntarily file this notice]
[name of issuer] (the "Issuer") intends to be qualified to file a short form prospectus
under NI 44-101. The Issuer acknowledges that it must satisfy all applicable
qualification criteria prior to filing a preliminary short form prospectus. This notice
does not evidence the Issuer's intent to file a short form prospectus, to enter into any
particular financing or transaction or to become a reporting issuer in any jurisdiction.
This notice will remain in effect until withdrawn by the Issuer.
[signature of Issuer]
[name and title of duly authorized signing officer of Issuer]
NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
APPENDIX B
AUTHORIZATION OF INDIRECT COLLECTION,
USE AND DISCLOSURE OF PERSONAL INFORMATION
The attached
Schedule 1 contains information concerning the full name, position with
or relationship to the issuer named below (the "Issuer"), name and address of
employer, if other than the Issuer, full residential address, date and place of birth and
citizenship (the "Information") of each director, executive officer, and any promoter
of the issuer, and, in the case of a promoter, of each director and executive officer of
the promoter. The Issuer is required by securities legislation to deliver the
Information to the regulators listed in
Schedule 2, unless the Information was
previously delivered.
The Issuer confirms that each person or company listed in
Schedule 1:
(
a) has been notified by the Issuer
(
i) of the Issuer's delivery to the regulator of the Information in
Schedule 1
pertaining to that person or company,
(ii) that the Information is being collected indirectly by the regulator under the
authority granted to it in securities legislation,
(iii) that the Information is being collected and used for the purpose of enabling
the regulator to administer and enforce securities legislation, including those
obligations that require or permit the regulator to refuse to issue a receipt for
a prospectus if it appears to the regulator that the past conduct of
management or promoters of the Issuer affords reasonable grounds for belief
that the business of the Issuer will not be conducted with integrity and in the
best interests of its securityholders, and
(iv) of the contact, business address and business telephone number of the
regulator in the local jurisdiction as set out in the attached
Schedule 2, who
can answer questions about the regulator's indirect collection of the
Information;
(
b) has read and understands and has signed the Notice of Collection, Use and
Disclosure of Personal Information by Regulators attached hereto as
Schedule 3;
and
(
c) has, by signing the Notice, authorized the indirect collection, and use and
disclosure of the Information by the regulator as described in
Schedule 3.
Date: _________________________
______________________________
Name of Issuer
Per: __________________________
______________________________
Name
______________________________
Official Capacity
(Please print the name of the individual whose signature appears in the official
capacity)
Schedule 1 to
Authorization of Indirect
Collection, Use and Disclosure of Personal Information
Personal Information
[Name of Issuer]
Part 1
Full Name
(including
previous
name(
s) if
any)
Position
with or
Relationship
to Issuer
Name and
Address of
Employer,
if other
than Issuer
Full
Residential
Address
Date
and
Place
Birth
Citizenship
Part 2
For any of the above noted individuals with a residential address outside of Canada,
please provide the following additional information:
Full
Name
Previous
Address(es)
(5-year
history)
Dates
Residing
Foreign
Country
Height
and
Weight
Eye
Colour
Hair
Colour
Passport
Nationality
and
Number
Schedule 2 to
Authorization of Indirect
Collection, Use and Disclosure of Personal Information
Local Jurisdiction Regulator
Alberta Information Officer
Alberta Securities Commission
Suite 400
300 - 5th Avenue S.W
Calgary, Alberta T2P 3C4
Telephone: (403) 297-6454
E-mail: inquiries@seccom.ab.ca
www.albertasecurities.com
British Columbia Review Officer
British Columbia Securities Commission
P.O. Box 10142 Pacific Centre
701 West Georgia Street
Vancouver, British Columbia V7Y 1LZ
Telephone: (604) 899-6854
Toll Free within British Columbia and Alberta:
(800) 373-6393
E-mail: inquiries@bcsc.bc.ca
www.bcsc.bc.ca
Manitoba Director, Corporate Finance
The Manitoba Securities Commission
1130 - 405 Broadway
Winnipeg, Manitoba R3C 3L6
Telephone: (204) 945-2548
E-mail: securities@gov.mb.ca
www.msc.gov.mb.ca
New Brunswick Director Corporate Finance and Chief
Financial Officer
New Brunswick Securities Commission
Suite 606, 133 Prince William Street
Saint John, New Brunswick E2L 4Y9
Telephone: (506) 658-3060
Fax: (506) 658-3059
E-mail: information@nbsc-cvmnb.ca
Newfoundland and Labrador Director of Securities
Department of Government Services and Lands
P.O. Box 8700
West Block, 2nd Floor, Confederation Building
St. John's, Newfoundland A1B 4J6
Telephone: (709) 729-4189
www.gov.nf.ca/gsl/cca/s
Northwest Territories Securities Registries
Department of Justice
Government of the Northwest Territories
P.O. Box 1320,
Yellowknife, Northwest Territories X1A 2L9
www.justice.gov.nt.ca/SecuritiesRegistry/Securi
tiesRegistry.html
Nova Scotia Deputy Director, Compliance and Enforcement
Nova Scotia Securities Commission
P.O. Box 458
Halifax, Nova Scotia B3J 2P8
Telephone: (902) 424-5354
www.gov.ns.ca/nssc
Nunavut Government of Nunavut
Legal Registries Division
P.O. Box 1000 - Station 570
Iqaluit, Nunavut X0A 0H0
Telephone: (867) 975-6590
Ontario Administrative Assistant to the Director of
Corporate Finance
Ontario Securities Commission
19th Floor, 20 Queen Street West
Toronto, Ontario M5H 2S8
Telephone: (416) 597-0681
E-mail: Inquiries@osc.gov.on.ca
www.osc.gov.on.ca
Prince Edward Island Deputy Registrar, Securities Division
Shaw Building
95 Rochford Street, P.O. Box 2000, 4th Floor
Charlottetown, Prince Edward Island C1A 7N8
Telephone: (902) 368-4550
www.gov.pe.ca/securities
Qu‚bec Autorit‚ des march‚s financiers
Stock Exchange Tower
P.O. Box 246, 22nd Floor
800 Victoria Square
Montr‚al, Qu‚bec H4Z 1G3
Attention: Responsable de l'accŠs …
l'information
Telephone: (514) 395-0337
Toll Free in Qu‚bec: (877) 525-0337
www.lautorite.qc.ca
Saskatchewan Director
Saskatchewan Financial Services Commission
6th Floor, 1919 Saskatchewan Drive
Regina, Saskatchewan S4P 3V7
Telephone: (306) 787-5842
www.sfsc.gov.sk.ca
Yukon Registrar of Securities
Department of Justice
Andrew A. Philipsen Law Centre
2130 - 2nd Avenue, 3rd Floor
Whitehorse, Yukon Territory Y1A 5H6
Telephone: (867) 667-5005
Schedule 3 to
Authorization of
Indirect Collection, Use and Disclosure of
Personal Information
Notice of Collection, Use and Disclosure of Personal Information by Regulators
The regulators listed in
Schedule 2 collect the personal information in
Schedule 1 to
the Authorization of Indirect Collection, Use and Disclosure of Personal Information
under the authority granted to them under provincial and territorial securities
legislation.
The regulators collect the personal information in
Schedule 1 for the purpose of
enabling the regulators to administer and enforce provincial and territorial securities
legislation, including those provisions that require or permit the regulators to refuse to
issue a receipt for a prospectus if it appears to the regulators that the past conduct of
management or promoters of the Issuer affords reasonable grounds for belief that the
business of the Issuer will not be conducted with integrity and in the best interests of
its securityholders.
You understand that by signing this document, you are consenting to the Issuer
submitting your personal information in
Schedule 1 (the "Information") to the
regulators and to the collection and use by the regulators of the Information, as well
as any other information that may be necessary to administer and enforce provincial
and territorial securities legislation. This may include the collection of information
from law enforcement agencies, other government or non-governmental regulatory
authorities, self-regulatory organizations, exchanges, and quotation and trade
reporting systems to conduct background checks, verify the Information and perform
investigations and conduct enforcement proceedings as required to ensure compliance
with provincial and territorial securities legislation.
You also understand and agree that the Information the regulators collect about you
may also be disclosed, as permitted by law, where its use and disclosure is for the
purposes described above. The regulators may also use a third party to process
Information, but when this happens, the third party will be carefully selected and
obligated to comply with the limited use restrictions described above and with
provincial and federal privacy legislation.
Warning: It is an offence to submit information that, in a material respect and at the
time and in the light of the circumstances in which it is submitted, is misleading or
untrue.
Questions
If you have any questions about the collection, use, and disclosure of the information
you provide to the regulators, you may contact the regulator in the jurisdiction in
which the required information is filed, at the address or telephone number listed in
Schedule 2.
I have read and understand the foregoing and consent to the indirect collection, use
and disclosure of the personal information pertaining to me that is set out in the
Authorization.
Date: _________________________
______________________________
Signature
______________________________
Name
NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
APPENDIX C
ISSUER FORM OF SUBMISSION TO
JURISDICTION AND APPOINTMENT OF
AGENT FOR SERVICE OF PROCESS
1. Name of issuer (the "Issuer"):
2. Jurisdiction of incorporation, or equivalent, of Issuer:
3. Address of principal place of business of Issuer:
4. Description of securities (the "Securities"):
5. Date of the short form prospectus (the "Short Form Prospectus") under which
the Securities are offered:
6. Name of agent for service of process (the "Agent"):
7. Address for service of process of Agent in Canada (the address may be
anywhere in Canada):
8. The Issuer designates and appoints the Agent at the address of the Agent stated
above as its agent upon whom may be served any notice, pleading, subpoena,
summons or other process in any action, investigation or administrative,
criminal, quasi-criminal, penal or other proceeding (the "Proceeding") arising
out of, relating to or concerning the distribution of the Securities made or
purported to be made under the Short Form Prospectus or the obligations of
the Issuer as a reporting issuer, and irrevocably waives any right to raise as a
defence in any such Proceeding any alleged lack of jurisdiction to bring such
Proceeding.
9. The Issuer irrevocably and unconditionally submits to the non-exclusive
jurisdiction of
(
a) the judicial, quasi-judicial and administrative tribunals of each of the
provinces [and territories] of Canada in which the securities are
distributed under the Short Form Prospectus; and
(
b) any administrative proceeding in any such province [or territory], in any
Proceeding arising out of or related to or concerning the distribution of
the Securities made or purported to be made under the Short Form
Prospectus or the obligations of the issuer as a reporting issuer.
10. Until six years after it has ceased to be a reporting issuer in any Canadian
province or territory, the Issuer shall file a new submission to jurisdiction and
appointment of agent for service of process in this form at least 30 days before
termination of this submission to jurisdiction and appointment of agent for
service of process.
11. Until six years after it has ceased to be a reporting issuer in any Canadian
province or territory, the Issuer shall file an amended submission to
jurisdiction and appointment of agent for service of process at least 30 days
before any change in the name or above address of the Agent.
12. This submission to jurisdiction and appointment of agent for service of process
shall be governed by and construed in accordance with the laws of [insert
province or territory of above address of Agent].
Dated:
Signature of Issuer
Print name and title of signing
Officer of Issuer
AGENT
The undersigned accepts the appointment as agent for service of process of [insert
service of process stated above.
Dated:
Signature of Agent
Print name of person signing and, if Agent
is not an individual, the title of the person
NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
APPENDIX D
NON-ISSUER FORM OF SUBMISSION TO
JURISDICTION AND APPOINTMENT OF
AGENT FOR SERVICE OF PROCESS
1. Name of issuer (the "Issuer"):
2. Jurisdiction of incorporation, or equivalent, of Issuer:
3. Address of principal place of business of Issuer:
4. Description of securities (the "Securities"):
5. Date of the short form prospectus (the "Short Form Prospectus") under which
the Securities are offered:
6. Name of person filing this form (the "Filing Person"):
7. Filing Person's relationship to Issuer:
8. Jurisdiction of incorporation, or equivalent, of Filing Person, if applicable, or
jurisdiction of residence of Filing Person:
9. Address of principal place of business of Filing Person:
10. Name of agent for service of process (the "Agent"):
11. Address for service of process of Agent in Canada (which address may be
anywhere in Canada):
12. The Filing Person designates and appoints the Agent at the address of the
Agent stated above as its agent upon whom may be served any notice,
pleading, subpoena, summons or other process in any action, investigation or
administrative, criminal, quasi-criminal, penal or other proceeding (the
"Proceeding") arising out of, relating to or concerning the distribution of the
Securities made or purported to be made under the Short Form Prospectus, and
irrevocably waives any right to raise as a defence in any such Proceeding any
alleged lack of jurisdiction to bring the Proceeding.
13. The Filing Person irrevocably and unconditionally submits to the non-
exclusive jurisdiction of
(
a) the judicial, quasi-judicial and administrative tribunals of each of the
provinces [and territories] of Canada in which the securities are
distributed under the Short Form Prospectus; and
(
b) any administrative proceeding in any such province [or territory],
in any Proceeding arising out of or related to or concerning the distribution of
the Securities made or purported to be made under the Short Form Prospectus.
14. Until six years after completion of the distribution of the Securities made
under the Short Form Prospectus, the Filing Person shall file a new submission
to jurisdiction and appointment of agent for service of process in this form at
least 30 days before termination of this submission to jurisdiction and
appointment of agent for service of process.
15. Until six years after completion of the distribution of the Securities under the
Short Form Prospectus, the Filing Person shall file an amended submission to
jurisdiction and appointment of agent for service of process at least 30 days
before a change in the name or above address of the Agent.
16. This submission to jurisdiction and appointment of agent for service of process
shall be governed by and construed in accordance with the laws of [insert
province or territory of above address of Agent].
Dated:
Signature of Filing Person
Print name of person signing and, if the
Filing Person is not an individual, the title
of the person
AGENT
The undersigned accepts the appointment as agent for service of process of [insert
service of process stated above.
Dated:
Signature of Agent
Print name of person signing and, if Agent
is not an individual, the title of the person
______________
NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
FORM 44-101F1
SHORT FORM PROSPECTUS
TABLE OF CONTENTS
Item 1 Cover Page Disclosure
1.1 Required Language
1.2 Preliminary Short Form Prospectus Disclosure
1.3 Disclosure Concerning Documents Incorporated by Reference
1.4 Basic Disclosure about the Distribution
1.5 Name and Address of Issuer
1.6 Distribution
1.7 Non-Fixed Price Distributions
1.8 Reduced Price Distributions
1.9 Market for Securities
1.10 Underwriter(s)
1.11 International Issuers
1.12 Restricted Securities
1.13 Earnings Coverage Ratios
Item 2
Summary Description of Business
2.1
Summary Description of Business
Item 3 Consolidated Capitalization
3.1 Consolidated Capitalization
Item 4 Use of Proceeds
4.1 Proceeds
4.2 Principal Purposes
Item 5 Plan of Distribution
5.1 Disclosure of Market Out
5.2 Best Efforts Offering
5.3 Determination of Price
5.4 Over-Allotments
5.5 Minimum Distribution
5.6 Reduced Price Distributions
5.7 Listing Application
5.8 Conditional Listing Approval
5.9 Constraints
Item 6 Earnings Coverage Ratios
6.1 Earnings Coverage Ratios
Item 7 Description of Securities Being Distributed
7.1 Equity Securities
7.2 Debt Securities
7.3 Asset-backed Securities
7.4 Derivatives
7.5 Other Securities
7.6 Special Warrants, etc.
7.7 Restricted Securities
7.8 Modification of Terms
7.9 Ratings
7.10 Other Attributes
Item 8 Selling Security Holder
8.1 Selling Security Holder
Item 9 Mineral Property
9.1 Mineral Property
Item 10 Significant Acquisitions
10.1 Significant Acquisitions
Item 11 Documents Incorporated by Reference
11.1 Mandatory Incorporation by Reference
11.2 Mandatory Incorporation by Reference of Future Documents
11.3 Issuers without a Current AIF or Current Annual Financial Statements
11.4 Significant Acquisition for Which No Business Acquisition Report is
Filed
Item 12 Additional Disclosure for Issues of Guaranteed Securities
12.1 Credit Supporter Disclosure
Item 13 Exemptions for Certain Issues of Guaranteed Securities
13.1 The Issuer is a Wholly Owned Subsidiary of the Credit Supporter
13.2 The Issuer and One or More Subsidiary Credit Supporters are Wholly
Owned Subsidiaries of the Parent Credit Supporter
13.3 One or More Credit Supporters are Wholly Owned Subsidiaries of the
Issuer
Item 14 Relationship between Issuer or Selling Securityholder and Underwriter
14.1 Relationship between Issuer or Selling Securityholder and Underwriter
Item 15 Interest of Experts
15.1 Names of Experts
15.2 Interest of Experts
15.3 Exemption
Item 16 Promoters
16.1 Promoters
Item 17 Risk Factors
17.1 Risk Factors
Item 18 Other Material Facts
18.1 Other Material Facts
Item 19 Exemptions from the Instrument or this Form
19.1 Exemptions from the Instrument or this Form
Item 20 Statutory Rights of Withdrawal and Rescission
20.1 General
20.2 Non-fixed Price Offerings
Item 21 Certificates
21.1 Officers, Directors and Promoters
21.2 Underwriters
21.3 Related Credit Supporters
21.4 Amendments
21.5 Date of Certificates
NATIONAL INSTRUMENT 44-101
SHORT FORM PROSPECTUS DISTRIBUTIONS
FORM 44-101F1
SHORT FORM PROSPECTUS
INSTRUCTIONS
(1) The objective of the short form prospectus is to provide
information concerning the issuer that an investor needs in order
to make an informed investment decision. This Form sets out
specific disclosure requirements that are in addition to the general
requirement under securities legislation to provide full, true and
plain disclosure of all material facts relating to, and, in Qu‚bec,
not to make any misrepresentation likely to affect the value or
market price of, the securities to be distributed. Certain rules of
specific application impose prospectus disclosure obligations in
addition to those described in this Form.
(2) Terms used and not defined in this Form that are defined or
interpreted in the Instrument shall bear that definition or
interpretation. Other
definitions are set out in National Instrument
14-101
Definitions.
(3) In determining the degree of detail required, a standard of
materiality should be applied. Materiality is a matter of judgement
in the particular circumstance, and should generally be
determined in relation to an item's significance to investors,
analysts and other users of information. An item of information, or
an aggregate of items, is considered material if it is probable that
its omission or misstatement would influence or change an
investment decision with respect to the issuer's securities. In
determining whether information is material, take into account
both quantitative and qualitative factors. The potential
significance of items should be considered individually rather than
on a net basis, if the items have an offsetting effect. This concept
of materiality is consistent with the financial reporting notion of
materiality contained in the Handbook.
(4) Unless an item specifically requires disclosure only in the
preliminary short form prospectus, the disclosure requirements set
out in this Form apply to both the preliminary short form
prospectus and the short form prospectus. Details concerning the
price and other matters dependent upon or relating to price, such
as the number of securities being distributed, may be left out of the
preliminary short form prospectus, along with specifics concerning
the plan of distribution, to the extent that these matters have not
been decided.
(5) Any information required in a short form prospectus may be
incorporated by reference in the short form prospectus, other than
confidential material change reports. Clearly identify in a short
form prospectus any document incorporated by reference. If an
excerpt of a document is incorporated by reference, clearly
identify the excerpt in the short form prospectus by caption and
paragraph of the document. Any material incorporated by
reference in a short form prospectus is required under sections 4.1
and 4.2 of the Instrument to be filed with the short form prospectus
unless it has been previously filed.
(6) The disclosure must be understandable to readers and presented in
an easy to read format. The presentation of information should
comply with the plain language principles listed in
section 4.2 of
Companion Policy 44-101CP Short Form Prospectus Distributions.
If technical terms are required, clear and concise explanations
should be included.
(7) No reference need be made to inapplicable items and, unless
otherwise required in this Form, negative answers to items may be
omitted.
(8) Where the term "issuer" is used, it may be necessary, in order to
meet the requirement for full, true and plain disclosure of all
material facts, and in Qu‚bec, disclosure of all material facts
likely to affect the value or the market price of the securities to be
distributed, to also include disclosure with respect to the issuer's
subsidiaries and investees. If it is more likely than not that a
person or company will become a subsidiary or investee, it may be
necessary to also include disclosure with respect to the person or
company.
(9) An issuer that is a special purpose entity may have to modify the
disclosure items to reflect the special purpose nature of its
business.
(10) If disclosure is required as of a specific date and there has been a
material change or change that is otherwise significant in the
required information subsequent to that date, present the
information as of the date of the change or a date subsequent to
the change instead.
(11) If the term "class" is used in any item to describe securities, the
term includes a series of a class.
(12) Disclosure in a preliminary short form prospectus or short form
prospectus must be consistent with National Instrument 51-101
Standards of Disclosure for Oil and Gas Activities (NI 51-101) if
the issuer is engaged in oil and gas activities (as defined in NI 51-
101).
Item 1 Cover Page Disclosure
1.1 Required Language - State in italics at the top of the cover page the
following:
"No securities regulatory authority has expressed an opinion about
these securities and it is an offence to claim otherwise."
1.2 Preliminary Short Form Prospectus Disclosure - Every preliminary short
form prospectus shall have printed in red ink and italics on the top of the
cover page the following, with the bracketed information completed:
"A copy of this preliminary short form prospectus has been filed with
the securities regulatory authority[ies] in [each of/certain of the
provinces/provinces and territories of Canada] but has not yet become
final for the purpose of the sale of securities. Information contained in
this preliminary short form prospectus may not be complete and may
have to be amended. The securities may not be sold until a receipt for
the short form prospectus is obtained from the securities regulatory
authority[ies]."
INSTRUCTION
Issuers shall complete the bracketed information by
(
a) inserting the names of each jurisdiction in which the issuer intends
to offer securities under the short form prospectus;
(
b) stating that the filing has been made in each of the provinces of
Canada or each of the provinces and territories of Canada; or
(
c) identifying the filing jurisdictions by exception (i.e., every province
of Canada or every province and territory of Canada, except
[excluded jurisdiction]).
1.3 Disclosure Concerning Documents Incorporated by Reference - State
the following in italics on the cover page, with the first sentence in bold type
and the bracketed information completed:
"Information has been incorporated by reference in this prospectus
from documents filed with securities commissions or similar authorities
in Canada. Copies of the documents incorporated herein by reference
may be obtained on request without charge from the secretary of the
issuer at [insert complete address and telephone number], and are also
available electronically at www.sedar.com. [Insert if the offering is
made in Qu‚bec - "For the purpose of the Province of Qu‚bec, this
simplified prospectus contains information to be completed by
consulting the permanent information record. A copy of the permanent
information record may be obtained without charge from the secretary
of the issuer at the above-mentioned address and telephone number and
is also available electronically at www.sedar.com."]
1.4 Basic Disclosure about the Distribution - State the following, immediately
below the disclosure required under sections 1.1, 1.2 and 1.3, with the
bracketed information completed:
[PRELIMINARY] SHORT FORM PROSPECTUS
[INITIAL PUBLIC OFFERING OR NEW ISSUE
AND/OR SECONDARY OFFERING]
(Date)
[Name of Issuer]
[number and type of securities qualified for distribution under the short
form prospectus, including any options or warrants, and the price per
security]
1.5 Name and Address of Issuer - State the full corporate name of the issuer
or, if the issuer is an unincorporated entity, the full name under which the
entity exists and carries on business and the address(es) of the issuer's head
and registered office.
1.6 Distribution
(1) If the securities are being distributed for cash, provide the information
called for below, in substantially the following tabular form or in a note
to the table:
Price to public
Underwriting
discounts or
commissions
Proceeds to issuer
or selling security
holders
(a)
(b)
(
c) Per security
Total
(2) If there is an over-allotment option, describe the terms of the option and
the fact that the short form prospectus qualifies both the grant of the
option and the issuance or transfer of securities that will be issued or
transferred if the option is exercised.
(3) If the distribution of the securities is to be on a best efforts basis,
provide totals for both the minimum and maximum subscriptions, if
applicable.
(4) If debt securities are distributed at a premium or a discount, state in
bold type the effective yield if held to maturity.
(5) Disclose separately those securities that are underwritten, those under
option and those to be sold on a best efforts basis and, in the case of a
best efforts distribution, the latest date that the distribution is to remain
open.
(6) In column (
b) of the table, disclose only commissions paid or payable
in cash by the issuer or selling security holder and discounts granted.
Set out in a note to the table
(
a) commissions or other consideration paid or payable by persons or
companies other than the issuer or selling security holder;
(
b) consideration other than discounts granted and cash paid or
payable by the issuer or selling security holder, other than
securities described in
section 1.10 below; and
(
c) any finder's fees or similar required payment.
(7) If a security is being distributed for the account of a selling security
holder, state the name of the selling security holder and a cross-
reference to the applicable
section in the short form prospectus where
further information about the selling security holder is provided. State
the portion of expenses of the distribution to be borne by the selling
security holder and, if none of the expenses of the distribution are being
borne by the selling security holder, include a statement to that effect
and discuss the reasons why this is the case.
1.7 Non-Fixed Price Distributions - If the securities are being distributed at
non-fixed prices, disclose
(
a) the discount allowed or commission payable to the underwriter;
(
b) any other compensation payable to the underwriter and, if
applicable, that the underwriter's compensation will be increased
or decreased by the amount by which the aggregate price paid for
the securities by the purchasers exceeds or is less than the gross
proceeds paid by the underwriter to the issuer or selling security
holder;
(
c) that the securities to be distributed under the short form prospectus
will be distributed, as applicable, at
(
i) prices determined by reference to the prevailing price of a
specified security in a specified market,
(ii) market prices prevailing at the time of sale, or
(iii) prices to be negotiated with purchasers;
(
d) that prices may vary as between purchasers and during the period
of distribution;
(
e) if the price of the securities is to be determined by reference to the
prevailing price of a specified security in a specified market, the
price of the specified security in the specified market at the latest
practicable date;
(
f) if the price of the securities will be the market price prevailing at
the time of sale, the market price at the latest practicable date; and
(
g) the net proceeds or, if the distribution is to be made on a best
efforts basis, the minimum amount of net proceeds, if any, to be
received by the issuer or selling security holder.
1.8 Reduced Price Distributions - If an underwriter wishes to be able to
decrease the price at which securities are distributed for cash from the initial
offering price disclosed in the short form prospectus, include in bold type a
cross-reference to the
section in the short form prospectus where disclosure
concerning the possible price decrease is provided.
1.9 Market for Securities
(1) Identify the exchange(
s) and quotation system(s), if any, on which
securities of the issuer of the same class as the securities being
distributed are traded or quoted and the market price of those securities
as of the latest practicable date.
(2) Disclose any intention to stabilize the market and provide a cross-
reference to the
section in the short form prospectus where further
information about market stabilization is provided.
(3) If no market for the securities being distributed under the short form
prospectus exists or is to exist after the distribution, state the following
in bold type:
"There is no market through which these securities may be sold
and purchasers may not be able to resell securities purchased under
the short form prospectus. This may affect the pricing of the
securities in the secondary market, the transparency and
availability of trading prices, the liquidity of the securities, and the
extent of issuer regulation. See Risk Factors."
1.10 Underwriter(s)
(1) State the name of each underwriter.
(2) If applicable, comply with the requirements of National Instrument 33-
105 Underwriting Conflicts for cover page prospectus disclosure.
(3) If an underwriter has agreed to purchase all of the securities being
distributed at a specified price and the underwriter's obligations are
subject to conditions, state the following, with the bracketed
information completed:
"We, as principals, conditionally offer these securities, subject to
prior sale, if, as and when issued by [name of issuer] and accepted
by us in accordance with the conditions contained in the
underwriting agreement referred to under Plan of Distribution."
(4) If an underwriter has agreed to purchase a specified number or principal
amount of the securities at a specified price, state that the securities are
to be taken up by the underwriter, if at all, on or before a date not later
than 42 days after the date of the receipt for the short form prospectus.
(5) If there is no underwriter involved in the distribution, provide a
statement in bold type to the effect that no underwriter has been
involved in the preparation of the short form prospectus or performed
any review of the contents of the short form prospectu