The Alberta Gazette

Part I

Vol. 104 Edmonton, Thursday, January 31, 2008 No. 2

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 OUR FAITHFUL, the MEMBERS elected to serve in the Legislative Assembly of

Our Province of Alberta and to each and every one of you

G R E E T I N G

Terrence (Terry) Matchett, Deputy Minister of Justice and

Deputy Attorney General

WHEREAS it is Our will and pleasure by and with the advice and consent of Our

Executive Council of Our Province of Alberta to prorogue the Third Session of the

Twenty-sixth Legislature of Alberta

WE DO hereby prorogue, effective February 3, 2008, the said Legislature; and

WHEREAS it is deemed expedient for certain causes and considerations to convene

the Legislative Assembly of Our Province of Alberta for the Fourth Session of the

Twenty-sixth Legislature, WE DO WILL that you and each of you, and all others in

this behalf interested, on Monday, the 4th day of February, 2008, at the hour of

THREE o'clock in the afternoon, at Our City of Edmonton, personally be and appear,

for the despatch of business, to treat, act, do and conclude upon those things which, in

the Legislature of Our Province of Alberta, by the Common Council of Our said

Province, may, by the favour of God, be ordained.:

HEREIN FAIL NOT

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

16th day of January in the Year of Our Lord Two Thousand Eight and in the Fifty-

sixth 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 62 of the Securities Amendment Act, 2006 provides that that Act

comes into force on Proclamation; and

WHEREAS it is expedient to proclaim sections 33, 34, 35, 36, 39, 47 and 49(

b) of

the Securities Amendment Act, 2006 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 33, 34,

35, 36, 39, 47 and 49(

b) of the Securities Amendment Act, 2006 in force on February

1, 2008.

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

16th day of January in the Year of Our Lord Two Thousand Eight and in the Fifty-

sixth Year of Our Reign.

BY COMMAND Ron Stevens, Provincial Secretary.

RESIGNATIONS & RETIREMENTS

(Justice of the Peace Act)

Resignation of Justice of the Peace

September 1, 2004

Kucharski, Joseph Lee of Edmonton

December 22, 2004

McGrath, Wanda Lee of Fort McMurray

May 4, 2007

Crowchild, Roxanne Lorraine of Calgary

August 15, 2007

Dash, Beverly, of Medicine Hat

November 30, 2007

Chernecki, Lena Jane Ruth of Calgary

December 21, 2007

Johnson, Amanda Michelle of Lethbridge

December 31, 2007

Renouf, Philipia Bates, of Edmonton

January 1, 2008

DeGroot, Karen Diane of Stony Plain

January 4, 2008

Weir, Kimberly Marie of Lethbridge

January 7, 2008

Farley, Donna Marie of Edmonton

ORDERS IN COUNCIL

O.C. 588/2007

(Wilderness Areas, Ecological Reserves, Natural Areas and Heritage

Rangelands Act)

Approved and ordered:

Norman Kwong

Lieutenant Governor. December 19, 2007

The Lieutenant Governor in Council

1 amends Order in Council numbered O.C. 454/71, which sets aside certain

lands for use as natural areas by striking out the heading "SEVENTHLY:" and the

land legally described under that heading and substituting the following:

SEVENTHLY:

All those parcels or tracts of land, situate, lying and being in the fifty-

sixth (56) township, in the twenty-first (21) range, west of the fourth

(4) meridian, in the Province of Alberta, Canada, and being composed of:

The south half of

section twenty-two (22), the north east quarter of

section

twenty-three (23) and the north west quarter of

section twenty-four (24) of the

said township.

The lands herein described contain two hundred fifty-nine and forty-one

hundredths (259.41) hectares (641.00 acres), more or less.

2 amends the Natural Areas Designation Order numbered O.C. 416/98 by

repealing clause (

o) and

Schedule 15.

Ed Stelmach, Chair.

GOVERNMENT NOTICES

Agriculture and Food

Form 15

(Irrigation Districts Act)

(Section 88)

Notice to Irrigation Secretariat:

Change of Area of an Irrigation District

On behalf of the Bow River Irrigation District, I hereby request that the Irrigation

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

the purposes of registration under

Section 22 of the Land Titles Act and arrange for

notice to be published in the Alberta Gazette.

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

notation added to the certificate of title:

LINC Number

Short Legal Description as shown on title

Title Number

0022 376 792

NE 22-12-17-W4M

061 468 851

0032 363 913

SW 13-13-17-W4M

071 188 905 +2

0030 518 626

NE 14-15-19-W4M

071 178 334

0020 317 244

NW 26-13-17-W4M

071 167 896

I certify the procedures required under

part 4 of the Irrigation Districts Act have been

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

according to the above list.

Len Ring, Director,

Irrigation Secretariat.

______________

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

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

Titles for the purposes of registration under

Section 22 of the Land Titles Act and

arrange for notice to be published in the Alberta Gazette.

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

notation added to the certificate of title:

LINC Number

Short Legal Description as shown on title

Title Number

0022 782 122

4;11;9;35;NW

991 050 851

I certify the procedures required under

part 4 of the Irrigation Districts Act have been

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

according to the above list.

Len Ring, Director,

Irrigation Secretariat.

______________

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 added to the irrigation district and the

notation added to the certificate of title:

LINC Number

Short Legal Description as shown on title

Title Number

0021 955 811

4;24;26;9;NW

961 209 888 +1

0021 886 171

4;25;23;21;SE

741 083 530

0026 354 340

4;25;22;18;SE

951 063 682

0030 931 604

0510520;2;1

051 050 546

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.

Len Ring, Director,

Irrigation Secretariat.

______________

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

0014 320 551

8010030;8;4

071 509 589

0027 168 699

9711654;5;30

071 352 214

0010 515 544

8010030;7;34

071 567 704

0027 600 345

9812349;3;5

071 599 290

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.

Len Ring, Director,

Irrigation Secretariat.

Executive Council

Hosting Expenses Exceeding $600.00

For the period ending December 31, 2007

Purpose: Capital Region Integrated Growth Management Project - Implementation

Committee meeting

Date: September 27, 2007

Location: Edmonton, Alberta

Amount: $1,560.05

Purpose: Official Visit of Honourable Brian Schweitzer, Governor of Montana and

Delegation

Date: October 29, 2007

Location: Edmonton, Alberta

Amount: $1,282.75

Purpose: Official Visit of His Excellency Gabriele Sardo, Ambassador of the Italian

Republic

Date: October 29, 2007

Location: Edmonton, Alberta

Amount: $915.40

Purpose: Capital Region Integrated Growth Management Project - Implementation

Committee meeting

Date: October 31, 2007

Location: Edmonton, Alberta

Amount: $1,647.55

Purpose: Official Visit of Mr. Tong-mo Suh, Consul General for the Republic of

Korea

Date: November 7, 2007

Location: Edmonton, Alberta

Amount: $1,317.90

Purpose: Junior League Reception for the Christmas Tour of Homes

Date: November 23-25, 2007

Location: Edmonton, Alberta

Amount: $2,625.00

Finance

Certificate of Registration

(Loan and Trust Corporations Act)

Notice is hereby given that a Certificate of Registration was issued to Alliance Trust

Company effective January 15, 2008.

J.T. Flett

Deputy Superintendent

Financial Institutions

Legislative Assembly

Time Limit for Receiving Petitions for Private Bills

4th Session 26th Legislature

TAKE NOTICE that the time limit for receiving petitions for Private Bills, together

with all fees and documents required under the Standing Orders of the Legislative

Assembly, expires unconditionally on Tuesday, February 19, 2008.

W. J. David McNeil

Clerk of the Legislative Assembly

Province of Alberta

Office of the Chief Electoral Officer

Notice: Appointment of Returning Officers

Edmonton, January 14, 2008

Notice is hereby given that pursuant to

Section 9(1) of the Election Act, the following

persons have been appointed as Returning Officers for their respective electoral

divisions for the purpose of or in connection with elections, enumerations and

plebiscites under the Election Act, and plebiscites under the Liquor Control Act.

Electoral Division

Returning Officer

Residence

01 Dunvegan-Central Peace

Larry Chorney

Fairview

02 Calgary-Bow

Sylvia Langlois

Calgary

04 Calgary-Cross

Walter Clarke

Calgary

06 Calgary-East

Le-Ann Lundgren

Calgary

07 Calgary-Egmont

Doreen Green

Calgary

09 Calgary-Fish Creek

David McIntyre

Calgary

10 Calgary-Foothills

Merilyn O'Bryan

Calgary

11 Calgary-Fort

Sheila Cooper

Calgary

12 Calgary-Glenmore

E `lizabeth Evans

Calgary

14 Calgary-Lougheed

Huntley O'Neill

Calgary

15 Calgary-Mackay

Joyce Dunlop

Calgary

16 Calgary-McCall

Shirley Barwise

Calgary

17 Calgary-Montrose

Lynn Warkentin

Calgary

20 Calgary-North West

Donald Severs

Calgary

21 Calgary-Nose Hill

Yvonne Armstrong

Calgary

22 Calgary-Shaw

Shauna Hunter

Calgary

23 Calgary-Varsity

Mary Lou Robertson

Calgary

24 Calgary-West

Barry Whistlecraft

Calgary

25 Edmonton-Beverly-Clareview

Roger Poloway

Edmonton

26 Edmonton-Calder

Verna Acton

Edmonton

27 Edmonton-Castle Downs

Elizabeth Burk

Edmonton

28 Edmonton-Centre

Rochelle Marshall

Edmonton

29 Edmonton-Decore

William Maxim

Edmonton

31 Edmonton-Glenora

Kimberley Davis

Edmonton

32 Edmonton-Gold Bar

William (Larry)

Kehoe

Edmonton

36 Edmonton-Meadowlark

Donald McCallum

Edmonton

38 Edmonton-Mill Woods

Adoracion Gonzales

Edmonton

40 Edmonton-Rutherford

David (Jeff)

Thompson

Edmonton

41 Edmonton-Strathcona

Leslie L. Silver

Edmonton

42 Edmonton-Whitemud

Earl Nent

Edmonton

43 Airdrie-Chestermere

Donald Thomas

Airdrie

45 Banff-Cochrane

Susann Britton

Canmore

46 Barrhead-Morinville-Westlock

Clement Fagnan

Westlock

47 Battle River-Wainwright

Doreen Anderson

Wainwright

48 Bonnyville-Cold Lake

Robert Engleder

Cold Lake

49 Cardston-Taber-Warner

Daryll Leavitt

Cardston

50 Cypress-Medicine Hat

Lyn Dillenbeck

Foremost

51 Drayton Valley-Calmar

Donna Palmer

Drayton Valley

52 Drumheller-Stettler

Doreen Nixon

Byemoor

54 Fort McMurray-Wood Buffalo

Pauline Gauthier

Fort McMurray

55 Fort Saskatchewan-Vegreville

Ralph Soldan

Vegreville

59 Innisfail-Sylvan Lake

Kenneth Fulton

Innisfail

60 Lac La Biche-St. Paul

Linda Ference

St. Paul

61 Lacombe-Ponoka

Margaret DeVries

Lacombe

62 Leduc-Beaumont-Devon

Catherine McGregor

Beaumont

63 Lesser Slave Lake

Nona Elliott

Grouard

64 Lethbridge-East

Jan M. Okamura

Lethbridge

65 Lethbridge-West

Clifford Brown

Lethbridge

66 Little Bow

Virginia Wauters

Lethbridge

67 Livingstone-Macleod

Carol Brown

Pincher Creek

68 Medicine Hat

Allan Bloomfield

Medicine Hat

69 Olds-Didsbury-Three Hills

James Allison

Didsbury

70 Peace River

Cheryl Anderson

Peace River

71 Red Deer-North

Lynne Mulder

Red Deer

72 Red Deer-South

Noreen Stuart

Red Deer

74 Sherwood Park

Marlene Martin

Sherwood Park

75 Spruce Grove-Sturgeon-St.

Albert

Louise Kluthe

Morinville

76 St. Albert

Donna Parchewsky

St. Albert

77 Stony Plain

Bill Forbes

Stony Plain

78 Strathcona

Brenda Evans

Sherwood Park

79 Strathmore-Brooks

Heather Kazimir

Brooks

80 Vermilion-Lloydminster

Howard Huston

Mannville

81 West Yellowhead

Betty Stitzenberger

Edson

82 Wetaskiwin-Camrose

Diane Duce

Wetaskiwin

83 Whitecourt-Ste. Anne

Carol Ohler

Sangudo

Municipal Affairs and Housing

Ministerial Order 248/07

(Municipal Government Act)

I, Ray Danyluk, Minister of Municipal Affairs and Housing, under the authority of the

Municipal Government Act and the regulations, make the following order:

(1) The 2007 Alberta Assessment Quality Minister's Guidelines are established.

(2) All municipalities must provide to the Minister a return in the form and

manner prescribed in the 2007 Alberta Assessment Quality Minister's

Guidelines to comply with

section 319(1) of the Act.

(3) All municipalities must provide to the Minister information and statistics of

the type and manner described in the 2007 Alberta Assessment Quality

Minister's Guidelines.

(4) This Ministerial Order rescinds Ministerial Order No: L:150/06.

(5) This Ministerial Order is in effect for assessments prepared for the 2008 and

subsequent taxation years.

Dated at Edmonton, Alberta on November 7, 2007.

Safety Codes Council

(Safety Codes Act)

Agency Accreditation

Pursuant to

Section 30 of the Safety Codes Act it is hereby ordered that

Proton Electrical Services, Accreditation No. A000818, Order No. 2606

to provide services under the Safety Codes Act within their jurisdiction for Electrical.

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

Installations at Oil and Gas Facilities.

Accredited Date: October 24, 2007 Issued Date: October 24, 2007.

______________

Pursuant to

Section 30 of the Safety Codes Act it is hereby ordered that

Manchur Consulting Ltd., Accreditation No. A000826, Order No. 2660

provide services under the Safety Codes Act within their jurisdiction for Electrical.

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

Installations at Oil and Gas Facilities and Alberta Electrical & Communication Utility

Code.

Accredited Date: January 2, 2008 Issued Date: January 2, 2008

Agency Accreditation - Cancellation

Pursuant to

Section 30 of the Safety Codes Act, it is hereby ordered that:

Accurate Safety Codes Inspections Ltd., Accreditation No. A000305, Order No.

Is to cease administration under the Safety Codes Act within its jurisdiction for

Electrical.

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

Installations at Oil and Gas Facilities and Alberta Electrical & Communication Utility

Code.

Issue Date: January 4, 2008

______________

Pursuant to

Section 30 of the Safety Codes Act, it is hereby ordered that:

Accurate Safety Codes Inspections Ltd., Accreditation No. A000305, Order No.

Is to cease administration under the Safety Codes Act within its jurisdiction for

Building.

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

amendments and regulations.

Issue Date: January 4, 2008.

Corporate Accreditation

Pursuant to

Section 28 of the Safety Codes Act it is hereby ordered that the

North American Oilsands Corporation, Accredited Organization ID C000816,

Order of Accreditation No. 576924-001

provide services under the Safety Codes Act within their jurisdiction for Electrical.

All Parts of the Canadian Electrical Code, Code for Electrical Installations at Oil and

Gas Facilities and Alberta Electrical & Communication Utility Code.

Accredited Date: July 18, 2007 Issued Date: July 18, 2007

Corporate Accreditation - Amendment

Pursuant to

Section 28 of the Safety Codes Act it is hereby ordered that the

349910 Alberta Inc., Accreditation No. C000153, Order No. 876

Due to the name change from Burlington Resources Canada and having satisfied the

under the Safety Codes Act within their jurisdiction for Electrical.

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

Installations at Oil and Gas Facilities and Alberta Electrical & Communication Utility

Code.

Accredited Date: August 9, 1996 Issued Date: January 15, 2008

Securities Commission

MULTILATERAL INSTRUMENT 62-104

TAKE-OVER BIDS AND ISSUER BIDS

TABLE OF CONTENTS

PART 1

DEFINITIONS AND

INTERPRETATION

1.1

Definitions

1.2

Definitions for purposes of the Act

1.3 Affiliate

1.4 Control

1.5 Computation of time

1.6 Expiry of bid

1.7 Convertible securities

1.8 Deemed beneficial ownership

1.9 Acting jointly or in concert

1.10 Application to direct and indirect offers

1.11 Determination of market price

PART 2: BIDS

Division 1: Restrictions on Acquisitions or Sales

2.1 Definition of "offeror"

2.2 Restrictions on acquisitions during take-over bid

2.3 Restrictions on acquisitions during issuer bid

2.4 Restrictions on acquisitions before take-over bid

2.5 Restrictions on acquisitions after bid

2.6 Exception

2.7 Restrictions on sales during bid

Division 2: Making a Bid

2.8 Duty to make bid to all security holders

2.9 Commencement of bid

2.10 Offeror's circular

2.11 Change in information

2.12 Variation of terms

2.13 Filing and sending notice of change or notice of variation

2.14 Change or variation in advertised take-over bid

2.15 Consent of expert - bid circular

2.16 Delivery and date of bid documents

Division 3: Offeree Issuer's Obligations

2.17 Duty to prepare and send directors' circular

2.18 Notice of change

2.19 Filing directors' circular or notice of change

2.20 Individual director's or officer's circular

2.21 Consent of expert - directors' circular/individual director's or officer's circular

2.22 Delivery and date of offeree issuer's documents

Division 4: Offeror's Obligations

2.23 Consideration

2.24 Prohibition against collateral agreements

2.25 Collateral agreements - exception

2.26 Proportionate take up and payment

2.27 Financing arrangements

Division 5: Bid Mechanics

2.28 Minimum deposit period

2.29 Prohibition on take up

2.30 Withdrawal of securities

2.31 Effect of market purchases

2.32 Obligation to take up and pay for deposited securities

2.33 Return of deposited securities

2.34 News release on expiry of bid

PART 3: GENERAL

3.1 Language of bid documents

3.2 Filing of documents

3.3 Certification of bid circulars

3.4 Obligation to provide security holder list

PART 4: EXEMPTIONS

Division 1: Exempt Take-Over Bids

4.1 Normal course purchase exemption

4.2 Private agreement exemption

4.3 Non-reporting issuer exemption

4.4 Foreign take-over bid exemption

4.5 De minimis exemption

Division 2: Exempt Issuer Bids

4.6 Issuer acquisition or redemption exemption

4.7 Employee, executive officer, director and consultant exemption

4.8 Normal course issuer bid exemptions

4.9 Non-reporting issuer exemption

4.10 Foreign issuer bid exemption

4.11 De minimis exemption

PART 5: Reports and Announcements of acquisitions

5.1

Definitions

5.2 Early warning

5.3 Acquisitions during bid

5.4 Duplicate news release not required

5.5 Copies of news release and report

PART 6: EXEMPTIONS

6.1 Exemption - general

6.2 Exemption - collateral benefit

PART 7: TRANSITION AND COMING INTO FORCE

7.1 Transition

7.2 Coming into force

* FORMS

62-104F1 - Take-Over Bid Circular

* 62-104F2 - Issuer Bid Circular

* 62-104F3 - Directors' Circular

* 62-104F4 - Director's or Officer's Circular

* 62-104F5 - Notice of Change or Notice of Variation

MULTILATERAL INSTRUMENT 62-104

TAKE-OVER BIDS AND ISSUER BIDS

PART 1

DEFINITIONS AND

INTERPRETATION

Definitions

1.1 In this Instrument,

"Act" means, in the jurisdiction, the statute referred to in Appendix B to

National Instrument 14-101

Definitions;

"associate", when used to indicate a relationship with a person, means

(

a) an issuer of which the person beneficially owns or controls, directly or

indirectly, voting securities entitling the person to more than 10% of the

voting rights attached to outstanding securities of the issuer,

(

b) any partner of the person,

(

c) any trust or estate in which the person has a substantial beneficial interest or

in respect of which a person serves as trustee or in a similar capacity,

(

d) a relative of that person, including

(

i) the spouse or, in Alberta, adult interdependent partner of that person, or

(ii) a relative of the person's spouse or, in Alberta, adult interdependent

partner

if the relative has the same home as that person;

"bid circular" means a bid circular prepared in accordance with

section 2.10;

"business day" means a day other than a Saturday, a Sunday or a day that is a

statutory holiday in the jurisdiction;

"class of securities" includes a series of a class of securities;

"consultant" has the same meaning as in National Instrument 45-106 Prospectus

and Registration Exemptions;

"equity security" means a security of an issuer that carries a residual right to

participate in the earnings of the issuer and, on liquidation or winding up of the

issuer, in its assets;

"issuer bid" means an offer to acquire or redeem securities of an issuer made by

the issuer to one or more persons, any of whom is in the local jurisdiction or

whose last address as shown on the books of the offeree issuer is in the local

jurisdiction, and also includes an acquisition or redemption of securities of the

issuer by the issuer from those persons, but does not include an offer to acquire

or redeem, or an acquisition or redemption if

(

a) no valuable consideration is offered or paid by the issuer for the securities,

(

b) the offer to acquire or redeem, or the acquisition or redemption is a step in

an amalgamation, merger, reorganization or arrangement that requires

approval in a vote of security holders, or

(

c) the securities are debt securities that are not convertible into securities other

than debt securities;

"offer to acquire" means

(

a) an offer to purchase, or a solicitation of an offer to sell, securities,

(

b) an acceptance of an offer to sell securities, whether or not the offer has been

solicited, or

(

c) any combination of the above;

"offeree issuer" means an issuer whose securities are the subject of a take-over

bid, an issuer bid or an offer to acquire;

"offeror" means, except in Division 1 of

Part 2 of this Instrument, a person that

makes a take-over bid, an issuer bid or an offer to acquire;

"offeror's securities" means securities of an offeree issuer beneficially owned,

or over which control or direction is exercised, on the date of an offer to acquire,

by an offeror or any person acting jointly or in concert with the offeror;

"person" includes

(

a) an individual,

(

b) a corporation,

(

c) a partnership, trust, fund and an association, syndicate, organization or other

organized group of persons, whether incorporated or not, and

(

d) an individual or other person in that person's capacity as a trustee, executor,

administrator or personal or other legal representative;

"published market" means, with respect to any class of securities, a market in

Canada or outside of Canada on which the securities are traded, if the prices at

which they have been traded on that market are regularly

(

a) disseminated electronically, or

(

b) published in a newspaper or business or financial publication of general and

regular paid circulation;

"standard trading unit" means

(a) 1,000 units of a security with a market price of less than $0.10 per unit,

(b) 500 units of a security with a market price of $0.10 or more per unit and less

than $1.00 per unit, and

(c) 100 units of a security with a market price of $1.00 or more per unit;

"subsidiary" means an issuer that is controlled directly or indirectly by another

issuer and includes a subsidiary of that subsidiary;

"take-over bid" means an offer to acquire outstanding voting securities or

equity securities of a class made to one or more persons, any of whom is in the

local jurisdiction or whose last address as shown on the books of the offeree

issuer is in the local jurisdiction, where the securities subject to the offer to

acquire, together with the offeror's securities, constitute in the aggregate 20% or

more of the outstanding securities of that class of securities at the date of the

offer to acquire but does not include an offer to acquire if the offer to acquire is a

step in an amalgamation, merger, reorganization or arrangement that requires

approval in a vote of security holders.

Definitions for purposes of the Act

1.2

(1) Except in Saskatchewan, in the Act,

(a) "offer to acquire" has the same meaning as in this Instrument, and

(b) "offeror" has the same meaning as in

section 1.1 of this Instrument.

(2) In the definition of "issuer bid" in the Act, the prescribed class of issuer bids is

that set out in the definition of "issuer bid" in this Instrument.

(3) In the definition of "take-over bid" in the Act, the prescribed class of take-over

bids is that set out in the definition of "take-over bid" in this Instrument.

Affiliate

1.3 In this Instrument, an issuer is an affiliate of another issuer if

(

a) one of them is the subsidiary of the other, or

(

b) each of them is controlled by the same person.

Control

1.4 In this Instrument, a person controls a second person if

(

a) the first person, directly or indirectly, beneficially owns or exercises control

or direction over securities of the second person carrying votes which, if

exercised, would entitle the first person to elect a majority of the directors of

the second person, unless the first person holds the voting securities only to

secure an obligation,

(

b) the second person is a partnership, other than a limited partnership, and the

first person holds more than 50% of the interests of the partnership, or

(

c) the second person is a limited partnership and the general partner of the

limited partnership is the first person.

Computation of time

1.5 In this Instrument, a period of days is to be computed as beginning on the day

following the event that began the period and ending at 11:59 p.m. on the last day of

the period if that day is a business day or at 11:59 p.m. on the next business day if the

last day of the period does not fall on a business day.

Expiry of bid

1.6 A take-over bid or an issuer bid expires at the later of

(

a) the end of the period, including any extension, during which securities may

be deposited under the bid, and

(

b) the time at which the offeror becomes obligated by the terms of the bid to

take up or reject securities deposited under the bid.

Convertible securities

1.7 In this Instrument,

(

a) a security is deemed to be convertible into a security of another class if,

whether or not on conditions, it is or may be convertible into or

exchangeable for, or if it carries the right or obligation to acquire, a security

of the other class, whether of the same or another issuer, and

(

b) a security that is convertible into a security of another class is deemed to be

convertible into a security or securities of each class into which the second-

mentioned security may be converted, either directly or through securities of

one or more other classes of securities that are themselves convertible.

Deemed beneficial ownership

1.8(1) In this Instrument, in determining the beneficial ownership of securities of an

offeror or of any person acting jointly or in concert with the offeror, at any given date,

the offeror or the person is deemed to have acquired and to be the beneficial owner of

a security, including an unissued security, if the offeror or the person

(

a) is the beneficial owner of a security convertible into the security within 60

days following that date, or

(

b) has a right or obligation permitting or requiring the offeror or the person,

whether or not on conditions, to acquire beneficial ownership of the security

within 60 days by a single transaction or a series of linked transactions.

(2) The number of outstanding securities of a class in respect of an offer to acquire

includes securities that are beneficially owned as determined in accordance with

subsection (1).

(3) If 2 or more offerors acting jointly or in concert make one or more offers to

acquire securities of a class, the securities subject to the offer or offers to acquire are

deemed to be securities subject to the offer to acquire of each offeror for the purpose

of determining whether an offeror is making a take-over bid.

(4) In this section, an offeror is not a beneficial owner of securities solely because

there is an agreement, commitment or understanding that a security holder will tender

the securities under a take-over bid or an issuer bid, made by the offeror, that is not

exempt from

Part 2.

(5) In Qu‚bec, for the purposes of this Instrument, a person that beneficially owns

securities means a person that owns the securities or that holds securities registered

under the name of an intermediary acting as nominee, including a trustee or agent.

Acting jointly or in concert

1.9

(1) In this Instrument, it is a question of fact as to whether a person is acting

jointly or in concert with an offeror and, without limiting the generality of the

foregoing,

(

a) the following are deemed to be acting jointly or in concert with an offeror:

(

i) a person that, as a result of any agreement, commitment or

understanding with the offeror or with any other person acting jointly or

in concert with the offeror, acquires or offers to acquire securities of the

same class as those subject to the offer to acquire;

(ii) an affiliate of the offeror;

(

b) the following are presumed to be acting jointly or in concert with an offeror:

(

i) a person that, as a result of any agreement, commitment or

understanding with the offeror or with any other person acting jointly or

in concert with the offeror, intends to exercise jointly or in concert with

the offeror or with any person acting jointly or in concert with the

offeror any voting rights attaching to any securities of the offeree

issuer;

(ii) an associate of the offeror.

(2) Subsection (1) does not apply to a registered dealer acting solely in an agency

capacity for the offeror in connection with a bid and not executing principal

transactions in the class of securities subject to the offer to acquire or performing

services beyond the customary functions of a registered dealer.

(3) For the purposes of this section, a person is not acting jointly or in concert with an

offeror solely because there is an agreement, commitment or understanding that the

person will tender securities under a take-over bid or an issuer bid, made by the

offeror, that is not exempt from

Part 2.

Application to direct and indirect offers

1.10 In this Instrument, a reference to an offer to acquire or to the acquisition or

ownership of securities or to control or direction over securities includes a direct or

indirect offer to acquire or the direct or indirect acquisition or ownership of securities,

or the direct or indirect control or direction over securities, as the case may be.

Determination of market price

1.11 In this Instrument,

(

a) the market price of a class of securities for which there is a published

market, at any date, is an amount equal to the simple average of the closing

price of securities of that class for each of the business days on which there

was a closing price in the 20 business days preceding that date,

(

b) if a published market does not provide a closing price, but provides only the

highest and lowest prices of securities traded on a particular day, the market

price of the securities, at any date, is an amount equal to the average of the

simple averages of the highest and lowest prices for each of the business

days on which there were highest and lowest prices in the 20 business days

preceding that date, and

(

c) if there has been trading of securities in a published market for fewer than

10 of the 20 business days preceding the date as of which the market price

of the securities is being determined, the market price is the average of the

following prices established for each day of the 20 business days preceding

that date:

(

i) the average of the closing bid and ask prices for each day on which

there was no trading; and

(ii) either the closing price of securities of the class for each day that there

has been trading, if the published market provides a closing price, or

the average of the highest and lowest prices of securities of that class

for each day that there has been trading, if the published market

provides only the highest and lowest prices of securities traded on a

particular day

(2) If there is more than one published market for a security, the market price in

paragraphs (1)(a), (

b) and (

c) must be determined as follows:

(

a) if only one of the published markets is in Canada, the market price must be

determined solely by reference to that market;

(

b) if there is more than one published market in Canada, the market price must

be determined solely by reference to the published market in Canada on

which the greatest volume of trading in the particular class of securities

occurred during the 20 business days preceding the date as of which the

market price is being determined;

(

c) if there is no published market in Canada, the market price must be

determined solely by reference to the published market on which the

greatest volume of trading in the particular class of securities occurred

during the 20 business days preceding the date as of which the market price

is being determined.

(3) Despite subsections (1) and (2) for the purposes of

section 4.1, if an offeror

acquires securities on a published market, the market price for those securities is the

price of the last standard trading unit of securities of that class purchased, before the

acquisition by the offeror, by a person who was not acting jointly or in concert with

the offeror.

PART 2: BIDS

Division 1: Restrictions on Acquisitions or Sales

Definition of "offeror"

2.1 In this Division, "offeror" means

(

a) a person making a take-over bid or an issuer bid that is not exempt from Part

(

b) a person acting jointly or in concert with a person referred to in paragraph

(a),

(

c) a control person of a person referred to in paragraph (a), or

(

d) a person acting jointly or in concert with a control person referred to in

paragraph (c).

Restrictions on acquisitions during take-over bid

2.2

(1) An offeror must not offer to acquire, or make or enter into an agreement,

commitment or understanding to acquire beneficial ownership of any securities of the

class that are subject to a take-over bid or securities convertible into securities of that

class otherwise than under the bid on and from the day of the announcement of the

offeror's intention to make the bid until the expiry of the bid.

(2) Subsection (1) does not apply to an agreement between a security holder and the

offeror to the effect that the security holder will, in accordance with the terms and

conditions of a take-over bid that is not exempt from

Part 2, deposit the security

holder's securities under the bid.

(3) Despite subsection (1), an offeror may purchase securities of the class that are

subject to a take-over bid and securities convertible into securities of that class

beginning on the 3rd business day following the date of the bid until the expiry of the

bid if all of the following conditions are satisfied:

(

a) the intention of the offeror,

(

i) on the date of the bid, is to make purchases and that intention is stated in

the bid circular, or

(ii) to make purchases changes after the date of the bid and that intention is

stated in a news release issued and filed at least one business day prior

to making such purchases;

(

b) the number of securities beneficially acquired under this subsection does not

exceed 5% of the outstanding securities of that class as at the date of the bid;

(

c) the purchases are made in the normal course on a published market;

(

d) the offeror issues and files a news release immediately after the close of

business of the published market on each day on which securities have been

purchased under this subsection disclosing the following information:

(

i) the name of the purchaser;

(ii) if the purchaser is a person referred to in paragraph 2.1(b), (

c) or (d),

the relationship of the purchaser and the offeror;

(iii) the number of securities purchased on the day for which the news

release is required;

(iv) the highest price paid for the securities on the day for which the news

release is required;

(

v) the aggregate number of securities purchased on the published market

during the currency of the bid;

(vi) the average price paid for the securities that were purchased on the

published market during the currency of the bid; and

(vii) the total number of securities owned by the purchaser after giving effect

to the purchases that are the subject of the news release;

(

e) no broker acting for the offeror performs services beyond the customary

broker's functions in regard to the purchases;

(

f) no broker acting for the offeror receives more than the usual fees or

commissions in regard to the purchases than are charged for comparable

services performed by the broker in the normal course;

(

g) the offeror or any person acting for the offeror does not solicit or arrange for

the solicitation of offers to sell securities of the class subject to the bid,

except for the solicitation by the offeror or members of the soliciting dealer

group under the bid;

(

h) the seller or any person acting for the seller does not, to the knowledge of

the offeror, solicit or arrange for the solicitation of offers to buy securities of

the class subject to the bid.

(4) For the purposes of paragraph 2.2(3)(b), the acquisition of beneficial ownership of

securities that are convertible into securities of the class that is subject to the bid shall

be deemed to be an acquisition of the securities as converted.

Restrictions on acquisitions during issuer bid

2.3

(1) An offeror must not offer to acquire, or make or enter into an agreement,

commitment or understanding to acquire, beneficial ownership of any securities of the

class that are subject to an issuer bid, or securities that are convertible into securities

of that class, otherwise than under the bid on and from the day of the announcement

of the offeror's intention to make the bid until the expiry of the bid.

(2) Subsection (1) does not prevent the offeror from purchasing, redeeming or

otherwise acquiring any securities of the class subject to the bid in reliance on an

exemption under paragraph 4.6(a), (

b) or (c).

Restrictions on acquisitions before take-over bid

2.4

(1) If, within the period of 90 days immediately preceding a take-over bid, an

offeror acquired beneficial ownership of securities of the class subject to the bid in a

transaction not generally available on identical terms to holders of that class of

securities,

(

a) the offeror must offer

(

i) consideration for securities deposited under the bid at least equal to and

in the same form as the highest consideration that was paid on a per

security basis under any such prior transaction, or

(ii) at least the cash equivalent of that consideration, and

(

b) the offeror must offer to acquire under the bid that percentage of the

securities of the class subject to the bid that is at least equal to the highest

percentage that the number of securities acquired from a seller in any such

prior transaction was of the total number of securities of that class

beneficially owned by that seller at the time of that prior transaction.

(2) Subsection (1) does not apply to a transaction that occurred within 90 days

preceding the bid if either of the following conditions are satisfied:

(

a) the transaction is a trade in a security of the issuer that had not been

previously issued;

(

b) the transaction is a trade by or on behalf of the issuer in a previously issued

security of that issuer that had been redeemed or purchased by, or donated

to, that issuer.

Restrictions on acquisitions after bid

2.5 During the period beginning with the expiry of a take-over bid or an issuer bid

and ending at the end of the 20th business day after that, whether or not any securities

are taken up under the bid, an offeror must not acquire or offer to acquire beneficial

ownership of securities of the class that was subject to the bid except by way of a

transaction that is generally available to holders of that class of securities on identical

terms.

Exception

2.6 Subsection 2.4(1) and

section 2.5 do not apply to purchases made by an offeror in

the normal course on a published market if all of the following conditions are

satisfied:

(

a) no broker acting for the offeror performs services beyond the customary

broker's functions in regard to the purchases;

(

b) no broker acting for the offeror receives more than the usual fees or

commissions in regard to the purchases than are charged for comparable

services performed by the broker in the normal course;

(

c) the offeror or any person acting for the offeror does not solicit or arrange for

the solicitation of offers to sell securities of the class subject to the bid,

except for the solicitation by the offeror or members of the soliciting dealer

group under the bid;

(

d) the seller or any person acting for the seller does not, to the knowledge of

the offeror, solicit or arrange for the solicitation of offers to buy securities of

the class subject to the bid.

Restrictions on sales during bid

2.7

(1) An offeror, except under a take-over bid or an issuer bid, must not sell, or

make or enter into an agreement, commitment or understanding to sell, any securities

of the class subject to the bid, or securities that are convertible into securities of that

class, beginning on the day of the announcement of the offeror's intention to make the

bid until the expiry of the bid.

(2) Despite subsection (1), an offeror may, before the expiry of a bid, make or enter

into an agreement, commitment or understanding to sell securities that may be taken

up by the offeror under the bid, after the expiry of the bid, if the intention to sell is

disclosed in the bid circular.

(3) Subsection (1) does not apply to an offeror under an issuer bid in respect of the

issue of securities under a dividend plan, dividend reinvestment plan, employee

purchase plan or another similar plan.

Division 2: Making a Bid

Duty to make bid to all security holders

2.8 An offeror must make a take-over bid or an issuer bid to all holders of the class of

securities subject to the bid who are in the local jurisdiction by sending the bid to

(

a) each holder of that class of securities whose last address as shown on the

books of the offeree issuer is in the local jurisdiction, and

(

b) each holder of securities that, before the expiry of the deposit period referred

to in the bid, are convertible into securities of that class, whose last address

as shown on the books of the offeree issuer is in the local jurisdiction.

Commencement of bid

2.9

(1) An offeror must commence a take-over bid by

(

a) publishing an advertisement containing a brief

summary of the take-over bid

in at least one major daily newspaper of general and regular paid circulation

(

b) sending the bid to security holders described in

section 2.8.

(2) An offeror must commence an issuer bid by sending the bid to security holders

described in

section 2.8.

Offeror's circular

2.10

(1) An offeror making a take-over bid or an issuer bid must prepare and send,

either as part of the bid or together with the bid, a take-over bid circular or an issuer

bid circular, as the case may be, in the following form:

(

a) Form 62-104F1 Take-Over Bid Circular, for a take-over bid; or

(

b) Form 62-104F2 Issuer Bid Circular, for an issuer bid.

(2) An offeror commencing a take-over bid under paragraph 2.9(1)(

a) must,

(

a) on or before the date of first publication of the advertisement,

(

i) deliver the bid and the bid circular to the offeree issuer's principal

office,

(ii) file the bid, the bid circular and the advertisement,

(iii) request from the offeree issuer a list of security holders described in

section 2.8, and

(

b) not later than 2 business days after receipt of the list of security holders

referred to in subparagraph (a)(iii), send the bid and the bid circular to those

security holders.

(3) An offeror commencing a take-over bid under paragraph 2.9(1)(

b) must file the

bid and the bid circular and deliver them to the offeree issuer's principal office on the

day the bid is sent, or as soon as practicable after that.

(4) An offeror making an issuer bid must file the bid and the bid circular on the day

the bid is sent, or as soon as practicable after that.

Change in information

2.11

(1) If, before the expiry of a take-over bid or an issuer bid or after the expiry of a

bid but before the expiry of all rights to withdraw the securities deposited under the

bid, a change has occurred in the information contained in the bid circular or any

notice of change or notice of variation that would reasonably be expected to affect the

decision of the security holders of the offeree issuer to accept or reject the bid, the

offeror must promptly

(

a) issue and file a news release, and

(

b) send a notice of the change to every person to whom the bid was required to

be sent and whose securities were not taken up before the date of the

change.

(2) Subsection (1) does not apply to a change that is not within the control of the

offeror or of an affiliate of the offeror unless it is a change in a material fact relating

to the securities being offered in exchange for securities of the offeree issuer.

(3) In this section, a variation in the terms of a bid does not constitute a change in

information.

(4) A notice of change must be in the form of Form 62-104F5 Notice of Change or

Notice of Variation.

Variation of terms

2.12

(1) If there is a variation in the terms of a take-over bid or an issuer bid,

including any extension of the period during which securities may be deposited under

the bid, and whether or not that variation results from the exercise of any right

contained in the bid, the offeror must promptly

(

a) issue and file a news release, and

(

b) send a notice of variation to every person to whom the bid was required to

be sent under

section 2.8 and whose securities were not taken up before the

date of the variation.

(2) A notice of variation must be in the form of Form 62-104F5 Notice of Change or

Notice of Variation.

(3) If there is a variation in the terms of a take-over bid or an issuer bid, the period

during which securities may be deposited under the bid must not expire before 10

days after the date of the notice of variation.

(4) Subsections (1) and (3) do not apply to a variation in the terms of a bid consisting

solely of the waiver of a condition in the bid and any extension of the bid resulting

from the waiver where the consideration offered for the securities consists solely of

cash, but in that case the offeror must promptly issue and file a news release

announcing the waiver.

(5) A variation in the terms of a take-over bid or an issuer bid, other than a variation

that is the waiver by the offeror of a condition that is specifically stated in the bid as

being waivable at the sole option of the offeror, must not be made after the expiry of

the period, including any extension of the period, during which the securities may be

deposited under the bid.

Filing and sending notice of change or notice of variation

2.13 A notice of change or notice of variation in respect of a take-over bid or an issuer

bid must be filed and, in the case of a take-over bid, delivered to the offeree issuer's

principal office, on the day the notice of change or notice of variation is sent to

security holders of the offeree issuer, or as soon as practicable after that.

Change or variation in advertised take-over bid

2.14

(1) If a change or variation occurs to a take-over bid that was commenced by

means of an advertisement, and if the offeror has complied with paragraph 2.10(2)(

a) but has not yet sent the bid and the bid circular under paragraph 2.10(2)(b), the

offeror must

(

a) publish an advertisement that contains a brief

summary of the change or

variation in at least one major daily newspaper of general and regular paid

(

b) concurrently with the date of first publication of the advertisement,

(

i) file the advertisement, and

(ii) file and deliver a notice of change or notice of variation to the offeree

issuer's principal office, and

(

c) subsequently send the bid, the bid circular and the notice of change or notice

of variation to the security holders of the offeree issuer before the expiration

of the period set out in paragraph 2.10(2)(b).

(2) If an offeror satisfies the requirements of subsection (1), the notice of change or

notice of variation is not required to be filed and delivered under

section 2.13.

Consent of expert - bid circular

2.15

(1) In this

section and

section 2.21, an expert includes a notary in Qu‚bec,

solicitor, auditor, accountant, engineer, geologist or appraiser or any other person

whose profession or business gives authority to a report, valuation, statement or

opinion made by that person.

(2) If a report, valuation, statement or opinion of an expert is included in or

accompanies a bid circular or any notice of change or notice of variation to the

circular, the written consent of the expert to the use of the report, valuation, statement

or opinion must be filed concurrently with the bid circular, notice of change or notice

of variation.

Delivery and date of bid documents

2.16

(1) A take-over bid, an issuer bid, a bid circular and every notice of change or

notice of variation must be

(

a) mailed by pre-paid mail to the intended recipient, or

(

b) delivered to the intended recipient by personal delivery, courier or other

manner acceptable to the regulator or securities regulatory authority.

(2) Except for a take-over bid commenced by means of an advertisement in

accordance with paragraph 2.9(1)(a), a bid, bid circular, notice of change or notice of

variation sent in accordance with this

section is deemed to be dated as of the date it

was sent to all or substantially all of the persons entitled to receive it.

(3) If a take-over bid is commenced by means of an advertisement in accordance with

paragraph 2.9(1)(a), a bid, bid circular, notice of change or notice of variation is

deemed to have been dated as of the date of first publication of the relevant

advertisement.

Division 3: Offeree Issuer's Obligations

Duty to prepare and send directors' circular

2.17

(1) If a take-over bid has been made, the board of directors of the offeree issuer

must prepare and send, not later than 15 days after the date of the bid, a directors'

circular to every person to whom the bid was required to be sent under

section 2.8.

(2) The board of directors of the offeree issuer must evaluate the terms of the take-

over bid and, in the directors' circular,

(

a) must recommend to security holders that they accept or reject the bid and

state the reasons for the recommendation,

(

b) must advise security holders that the board is unable to make, or is not

making, a recommendation and state the reasons for being unable to make a

recommendation or for not making a recommendation, or

(

c) must advise security holders that the board is considering whether to make a

recommendation to accept or reject the bid, must state the reasons for not

making a recommendation in the directors' circular and may advise security

holders that they should not deposit their securities under the bid until they

receive further communication from the board of directors in accordance

with paragraph (

a) or (b).

(3) If paragraph (2)(

c) applies, the board of directors must communicate to security

holders a recommendation to accept or reject the bid or the decision that it is unable to

make, or is not making, a recommendation, together with the reasons for the

recommendation or decision, at least 7 days before the scheduled expiry of the period

during which securities may be deposited under the bid.

(4) A directors' circular must be in the form of Form 62-104F3 Directors' Circular.

Notice of change

2.18

(1) If, before the expiry of a take-over bid or after the expiry of a take-over bid

but before the expiry of all rights to withdraw the securities deposited under the bid, a

change has occurred in the information contained in a directors' circular or in any

notice of change to the directors' circular that would reasonably be expected to affect

the decision of the security holders to accept or reject the bid, the board of directors of

the offeree issuer must promptly issue and file a news release relating to the change

and send a notice of the change to every person to whom the take-over bid was

required to be sent disclosing the nature and substance of the change.

(2) A notice of change must be in the form of Form 62-104F5 Notice of Change or

Notice of Variation.

Filing directors' circular or notice of change

2.19 The board of directors of the offeree issuer must concurrently file the directors'

circular or a notice of change in relation to it and deliver it to the principal office of

the offeror not later than the date on which it is sent to the security holders of the

offeree issuer, or as soon as practicable after that date.

Individual director's or officer's circular

2.20

(1) An individual director or officer may recommend acceptance or rejection of a

take-over bid if the director or officer sends with the recommendation a separate

director's or officer's circular to every person to whom the take-over bid was required

to be sent under

section 2.8.

(2) If, before the expiry of a take-over bid or after the expiry of a take-over bid but

before the expiry of all rights to withdraw the securities deposited under the bid, a

change has occurred in the information contained in a director's or officer's circular

or any notice of change in relation to it that would reasonably be expected to affect

the decision of the security holders to accept or reject the bid, other than a change that

is not within the control of the director or officer, as the case may be, that director or

officer must promptly send a notice of change to every person to whom the take-over

bid was required to be sent under

section 2.8.

(3) A director's or officer's circular must be in the form of Form 62-104F4 Director's

or Officer's Circular.

(4) A director's or officer's obligation to send a circular under subsection (1) or to

send a notice of change under subsection (2) may be satisfied by sending the circular

or the notice of change, as the case may be, to the board of directors of the offeree

issuer.

(5) If a director or officer sends to the board of directors of the offeree issuer a

circular under subsection (1) or a notice of change under subsection (2), the board, at

the offeree issuer's expense, must promptly send a copy of the circular or notice to

every person to whom the take-over bid was required to be sent under

section 2.8.

(6) The board of directors of the offeree issuer or the individual director or officer, as

the case may be, must concurrently file the director's or officer's circular or a notice

of change in relation to it and send it to the principal office of the offeror not later

than the date on which it is sent to the security holders of the offeree issuer, or as soon

as practicable after that.

(7) A notice of change in relation to a director's or officer's circular must be in the

form of Form 62-104F5 Notice of Change or Notice of Variation.

Consent of expert - directors' circular/individual director's or officer's circular

2.21 If a report, valuation, statement or opinion of an expert is included in or

accompanies a directors' circular, an individual director's or officer's circular or any

notice of change to either circular, the written consent of the expert to the use of the

report, valuation, statement or opinion must be filed concurrently with the circular or

notice.

Delivery and date of offeree issuer's documents

2.22

(1) A directors' circular, an individual director's or officer's circular and every

notice of change must be

(

a) mailed by pre-paid mail to the intended recipient, or

(

b) delivered to the intended recipient by personal delivery, courier or other

manner acceptable to the regulator or securities regulatory authority.

(2) Any circular or notice sent in accordance with this

section is deemed to be dated

as of the date it was sent to all or substantially all of the persons entitled to receive it.

Division 4: Offeror's Obligations

Consideration

2.23

(1) If a take-over bid or an issuer bid is made, all holders of the same class of

securities must be offered identical consideration.

(2) Subsection (1) does not prohibit an offeror from offering an identical choice of

consideration to all holders of the same class of securities.

(3) If a variation in the terms of a take-over bid or an issuer bid before the expiry of

the bid increases the value of the consideration offered for the securities subject to the

bid, the offeror must pay that increased consideration to each person whose securities

are taken up under the bid, whether or not the securities were taken up by the offeror

before the variation of the bid.

Prohibition against collateral agreements

2.24 If a person makes or intends to make a take-over bid or an issuer bid, the person

or any person acting jointly or in concert with that person must not enter into any

collateral agreement, commitment or understanding that has the effect, directly or

indirectly, of providing a security holder of the offeree issuer with consideration of

greater value than that offered to the other security holders of the same class of

securities.

Collateral agreements - exception

2.25

(1) Section 2.24 does not apply to an employment compensation arrangement,

severance arrangement or other employment benefit arrangement that provides

(

a) an enhancement of employee benefits resulting from participation by the

security holder of the offeree issuer in a group plan, other than an incentive

plan, for employees of a successor to the business of the offeree issuer, if the

benefits provided by the group plan are generally provided to employees of

the successor to the business of the offeree issuer who hold positions of a

similar nature to the position held by the security holder, or

(

b) a benefit not described in paragraph (

a) that is received solely in connection

with the security holder's services as an employee, director or consultant of

the offeree issuer, of an affiliated entity of the offeree issuer, or of a

successor to the business of the offeree issuer, if

(

i) at the time the bid is publicly announced, the security holder and its

associates beneficially own or exercise control or direction over less

than 1% of the outstanding securities of each class of securities of the

offeree issuer subject to the bid, or

(ii) an independent committee of directors of the offeree issuer, acting in

good faith, has determined that

(

A) the value of the benefit, net of any offsetting costs to the security

holder, is less than 5% of the amount referred to in paragraph 3(a),

(

B) the security holder is providing at least equivalent value in

exchange for the benefit.

(2) In order to rely on an exception under paragraph (1)(

b) the following conditions

must be satisfied:

(

a) the benefit is not conferred for the purpose, in whole or in part, of increasing

the amount of the consideration paid to the security holder for securities

deposited under the bid or providing an incentive to deposit under the bid;

(

b) the conferring of the benefit is not, by its terms, conditional on the security

holder supporting the bid in any manner; and

(

c) full particulars of the benefit are disclosed in the issuer bid circular or, in the

case of a take-over bid, in the take-over bid circular or directors' circular.

(3) In order to rely on an exception under subparagraph 1(b)(ii) the following

conditions must be satisfied:

(

a) the security holder receiving the benefit has disclosed to the independent

committee the amount of consideration that the security holder expects it

will be beneficially entitled to receive under the terms of the bid in exchange

for the securities beneficially owned by the security holder; and

(

b) the determination of the independent committee under subparagraph 1(b)(ii)

is disclosed in the issuer bid circular or, in the case of a take-over bid, in the

take-over bid circular or directors' circular.

(4) In this section, in determining the beneficial ownership of securities of a holder at

a given date, any security or right or obligation permitting or requiring the security

holder or any person acting jointly or in concert with the security holder, whether or

not on conditions, to acquire a security, including an unissued security, of a particular

class within 60 days by a single transaction or a series of linked transactions is

deemed to be a security of a particular class.

Proportionate take up and payment

2.26

(1) If a take-over bid or an issuer bid is made for less than all of the class of

securities subject to the bid and a greater number of securities is deposited under the

bid than the offeror is bound or willing to acquire under the bid, the offeror must take

up and pay for the securities proportionately, disregarding fractions, according to the

number of securities deposited by each security holder.

(2) Subsection (1) does not prohibit an offeror from acquiring securities under the

terms of an issuer bid that, if not acquired, would constitute less than a standard

trading unit for the security holder.

(3) Subsection (1) does not apply to securities deposited under the terms of an issuer

bid by security holders who

(

a) are entitled to elect a minimum price per security, within a range of prices,

at which they are willing to sell their securities under the bid, and

(

b) elect a minimum price which is higher than the price that the offeror pays

for securities under the bid.

(4) For the purposes of subsection (1), any securities acquired in a pre-bid transaction

to which subsection 2.4(1) applies are deemed to have been deposited under the take-

over bid by the person who was the seller in the pre-bid transaction.

Financing arrangements

2.27

(1) If a take-over bid or an issuer bid provides that the consideration for the

securities deposited under the bid is to be paid in cash or partly in cash, the offeror

must make adequate arrangements before the bid to ensure that the required funds are

available to make full payment for the securities that the offeror has offered to

acquire.

(2) The financing arrangements required to be made under subsection (1) may be

subject to conditions if, at the time the take-over bid or the issuer bid is commenced,

the offeror reasonably believes the possibility to be remote that, if the conditions of

the bid are satisfied or waived, the offeror will be unable to pay for the securities

deposited under the bid due to a financing condition not being satisfied.

Division 5: Bid Mechanics

Minimum deposit period

2.28 An offeror must allow securities to be deposited under a take-over bid or an

issuer bid for at least 35 days from the date of the bid.

Prohibition on take up

2.29 An offeror must not take up securities deposited under a take-over bid or an

issuer bid until the expiration of 35 days from the date of the bid.

Withdrawal of securities

2.30

(1) A security holder may withdraw securities deposited under a take-over bid or

an issuer bid

(

a) at any time before the securities have been taken up by the offeror,

(

b) at any time before the expiration of 10 days from the date of a notice of

change under

section 2.11 or a notice of variation under

section 2.12, or

(

c) if the securities have not been paid for by the offeror within 3 business days

after the securities have been taken up.

(2) The right of withdrawal under paragraph (1)(

b) does not apply if

(

a) the securities have been taken up by the offeror before the date of the notice

of change or notice of variation, or

(

b) one or both of the following circumstances occur:

(

i) a variation in the terms of the bid consisting solely of an increase in

consideration offered for the securities and an extension of the time for

deposit to not later than 10 days after the date of the notice of variation;

(ii) a variation in the terms of the bid consisting solely of the waiver of one

or more of the conditions of the bid where the consideration offered for

the securities subject to the take-over bid or the issuer bid consists

solely of cash.

(3) The withdrawal of any securities under subsection (1) is made by sending a

written notice to the depository designated in the bid circular and becomes effective

on its receipt by the depository.

(4) If notice is given in accordance with subsection (3), the offeror must promptly

return the securities to the security holder.

Effect of market purchases

2.31 If an offeror purchases securities as permitted by subsection 2.2(3), those

purchased securities must be counted in determining whether a condition as to the

minimum number of securities to be deposited under a take-over bid has been

fulfilled, but must not reduce the number of securities the offeror is bound to take up

under the bid.

Obligation to take up and pay for deposited securities

complied with or waived, the offeror must take up and pay for securities deposited

under the bid not later than 10 days after the expiry of the bid or at the time required

by subsection (2) or (3), whichever is earliest.

(2) An offeror must pay for any securities taken up under a take-over bid or an issuer

bid as soon as possible, and in any event not later than 3 business days after the

securities deposited under the bid are taken up.

(3) Securities deposited under a take-over bid or an issuer bid subsequent to the date

on which the offeror first takes up securities deposited under the bid must be taken up

and paid for by the offeror not later than 10 days after the deposit of the securities.

(4) An offeror may not extend its take-over bid or issuer bid if all the terms and

conditions of the bid have been complied with or waived, unless the offeror first takes

up all securities deposited under the bid and not withdrawn.

(5) Despite subsections (3) and (4), if a take-over bid or an issuer bid is made for less

than all of the class of securities subject to the bid, an offeror is only required to take

up, by the times specified in those subsections, the maximum number of securities

that the offeror can take up without contravening

section 2.23 or

section 2.26 at the

expiry of the bid.

(6) Despite subsection (4), if the offeror waives any terms or conditions of a take-over

bid or an issuer bid and extends the bid in circumstances where the rights of

withdrawal conferred by paragraph 2.30(1)(

b) are applicable, the bid must be

extended without the offeror first taking up the securities which are subject to the

rights of withdrawal.

Return of deposited securities

2.33 If, following the expiry of a take-over bid or an issuer bid, an offeror knows that

it will not take up securities deposited under the bid, the offeror must promptly issue

and file a news release to that effect and return the securities to the security holders.

News release on expiry of bid

complied with or waived, the offeror must issue and file a news release to that effect

promptly after the expiry of the bid, and the news release must disclose

(

a) the approximate number of securities deposited, and

(

b) the approximate number that will be taken up.

PART 3: GENERAL

Language of bid documents

3.1

(1) A person must file a document required under this Instrument in French or

(2) In Qu‚bec, a take-over bid circular, issuer bid circular, directors' circular,

director's or officer's circular, notice of change or notice of variation required under

(3) Subsection (1) does not apply to an exempt take-over bid made under

section 4.4,

or an exempt issuer bid made under

section 4.10.

delivers to a security holder a version of the document in the other language, the

person must file that other version not later than when it is first delivered to the

security holder.

Filing of documents

3.2

(1) An offeror making a take-over bid under

Part 2 must file copies of the

following documents, and any amendments to those documents:

(

a) any agreement between the offeror and a security holder of the offeree issuer

relating to the take-over bid, including any agreement to the effect that the

security holder will deposit its securities to the take-over bid made by the

offeror;

(

b) any agreement between the offeror and directors or officers of an offeree

issuer relating to the take-over bid;

(

c) any agreement between the offeror and an offeree issuer relating to the take-

over bid;

(

d) any other agreement of which the offeror is aware that could affect control

of the offeree issuer, including any agreement with change of control

provisions, any security holder agreement or any voting trust agreement,

that the offeror has access to and can reasonably be regarded as material to a

security holder in deciding whether to deposit securities under the bid.

(2) An offeree issuer whose securities are the subject of a take-over bid under

Part 2

must file copies of any agreement of which the offeree issuer is aware that could

affect control of the offeree issuer, including an agreement with change of control

provisions, a security holder agreement or a voting trust agreement, that the offeree

issuer has access to and can reasonably be regarded as material to a security holder in

deciding whether to deposit securities under the bid.

(3) The documents required to be filed

(

a) under subsection (1) must be filed on the day the take-over bid circular is

filed under

section 2.10, and

(

b) under subsection (2) must be filed on the day that the directors' circular is

filed under

section 2.19.

(4) If an agreement required to be filed under subsection (1) or (2) is entered into after

a take-over bid circular referred to in subsection (1) or the directors' circular referred

to in subsection (2) is filed, the agreement must be filed promptly but not later than 2

business days from the date that the agreement was entered into.

(5) If a document required to be filed under subsection (1) or (2) has already been

filed in electronic format under National Instrument 13-101 System for Electronic

Document Analysis and Retrieval (SEDAR), the requirement to file the document

may be satisfied by filing a letter describing the document and stating the filing date

and project number.

(6) A document dated before March 30, 2004 that is required to be filed under

subsection (1) or (2) may be filed in paper format if it does not exist in an acceptable

electronic format under National Instrument 13-101 System for Electronic Document

Analysis and Retrieval (SEDAR).

(7) A provision in a document required to be filed under subsection (1) or (2) may be

omitted or marked so as to be unreadable if

(

a) the filer has reasonable grounds to believe that disclosure of the provision

would be seriously prejudicial to the interests of the filer or would violate

confidentiality provisions,

(

b) the provision does not contain information relating to the filer or its

securities that would be necessary to understand the document, and

(

c) in the copy of the document filed by the filer, the filer includes a brief

description of the information that has been omitted or marked so as to be

unreadable immediately after the provision that has been omitted or marked.

Certification of bid circulars

3.3

(1) A bid circular or a notice of change or notice of variation in respect of the bid

circular required under this Instrument must contain a certificate of the offeror in the

required form signed

(

a) if the offeror is a person other than an individual, by each of the following:

(

i) the chief executive officer or, in the case of a person that does not have

a chief executive officer, the individual who performs similar functions

to a chief executive officer,

(ii) the chief financial officer or, in the case of a person that does not have a

chief financial officer, the individual who performs similar functions to

a chief financial officer, and

(iii) 2 directors, other than the chief executive officer and the chief financial

officer, who are duly authorized by the board of directors of that person

to sign on behalf of the board of directors, or

(

b) if the offeror is an individual, by the individual.

(2) For the purposes of subsection (1)(a), if the offeror has fewer than 4 directors and

officers, the certificate must be signed by all of the directors and officers.

(3) A directors' circular or a notice of change in respect of a directors' circular

required under this Instrument must contain a certificate of the board of directors of

the offeree issuer in the required form signed by 2 directors who are duly authorized

by the board of directors of that person to sign on behalf of the board of directors.

(4) Every person that files and sends an individual director's or officer's circular or a

notice of change in respect of an individual director's or officer's circular under this

Instrument must ensure that the circular or notice contains a certificate in the required

form and signed by or on behalf of the director or officer sending the circular or

notice.

(5) If the regulator or securities regulatory authority is satisfied that either or both of

the chief executive officer or chief financial officer cannot sign a certificate required

under this Instrument, the regulator or securities regulatory authority may accept a

certificate signed by another officer or director.

Obligation to provide security holder list

3.4

(1) If a person makes or proposes to make a take-over bid under

Part 2 for a class

of securities of an issuer that is not otherwise required by law to provide a list of its

security holders to the person, the issuer must provide a list of holders of that class of

securities, and any known holder of an option or right to acquire securities of that

class, to enable the person to carry out the bid in compliance with this Instrument.

(2) For the purposes of subsection (1),

section 21 of the

Canada Business

Corporations Act applies with necessary modifications to the person making or

proposing to make the take-over bid and to the issuer, except that the affidavit that

accompanies the request for the list of security holders must state that the list will not

be used except in connection with a bid made under

Part 2 for securities of the issuer.

PART 4: EXEMPTIONS

Division 1: Exempt Take-Over Bids

Normal course purchase exemption

4.1 A take-over bid is exempt from

Part 2 if all of the following conditions are

satisfied:

(

a) the bid is for not more than 5% of the outstanding securities of a class of

securities of the offeree issuer;

(

b) the aggregate number of securities acquired in reliance on this exemption by

the offeror and any person acting jointly or in concert with the offeror within

any period of 12 months, when aggregated with acquisitions otherwise made

by the offeror and any person acting jointly or in concert with the offeror

within the same 12-month period, other than under a bid that is subject to

Part 2, does not exceed 5% of the securities of that class outstanding at the

beginning of the 12-month period;

(

c) there is a published market for the class of securities that are the subject of

the bid;

(

d) the value of the consideration paid for any of the securities acquired is not in

excess of the market price at the date of acquisition, as determined in

accordance with

section 1.11, plus reasonable brokerage fees or

commissions actually paid.

Private agreement exemption

4.2

(1) A take-over bid is exempt from

Part 2 if all of the following conditions are

satisfied:

(

a) purchases are made from not more than 5 persons in the aggregate,

including persons located outside the local jurisdiction;

(

b) the bid is not made generally to security holders of the class of securities

that is the subject of the bid, so long as there are more than 5 security

holders of the class;

(

c) if there is a published market for the securities acquired, the value of the

consideration paid for any of the securities, including brokerage fees or

commissions, is not greater than 115% of the market price of the securities

at the date of the bid as determined in accordance with

section 1.11;

(

d) if there is no published market for the securities acquired, there is a

reasonable basis for determining that the value of the consideration paid for

any of the securities is not greater than 115% of the value of the securities.

(2) In subsection (1), if an offeror makes an offer to acquire securities from a person

and the offeror knows or ought to know after reasonable enquiry that

(

a) the person acquired the securities in order that the offeror might make use of

the exemption under subsection (1), then each person from whom those

securities were acquired must be included in the determination of the

number of persons to whom an offer to acquire has been made, or

(

b) the person from whom the acquisition is being made is acting as a nominee,

agent, trustee, executor, administrator or other legal representative for one or

more other persons having a direct beneficial interest in those securities,

then each of those other persons must be included in the determination of

the number of persons to whom an offer to acquire has been made.

(3) Despite paragraph (2)(b), a trust or estate is to be considered a single security

holder in the determination of the number of persons to whom an offer to acquire has

been made if

(

a) an inter vivos trust has been established by a single settlor, or

(

b) an estate has not vested in all persons who are beneficially entitled to it.

Non-reporting issuer exemption

4.3 A take-over bid is exempt from

Part 2 if all of the following conditions are

satisfied:

(

a) the offeree issuer is not a reporting issuer;

(

b) there is no published market for the securities that are the subject of the bid;

(

c) the number of security holders of that class of securities at the

commencement of the bid is not more than 50, exclusive of holders who

(

i) are in the employment of the offeree issuer or an affiliate of the offeree

issuer, or

(ii) were formerly in the employment of the offeree issuer or in the

employment of an entity that was an affiliate of the offeree issuer at the

time of that employment, and who while in that employment were, and

have continued after that employment to be, security holders of the

offeree issuer.

Foreign take-over bid exemption

4.4 A take-over bid is exempt from

Part 2 if all of the following conditions are

satisfied:

(

a) security holders whose last address as shown on the books of the offeree

issuer is in Canada hold less than 10% of the outstanding securities of the

class subject to the bid at the commencement of the bid;

(

b) the offeror reasonably believes that security holders in Canada beneficially

own less than 10% of the outstanding securities of the class subject to the

bid at the commencement of the bid;

(

c) the published market on which the greatest volume of trading in securities of

that class occurred during the 12 months immediately preceding the

commencement of the bid was not in Canada;

(

d) security holders in the local jurisdiction are entitled to participate in the bid

on terms at least as favourable as the terms that apply to the general body of

security holders of the same class;

(

e) at the same time as material relating to the bid is sent by or on behalf of the

offeror to security holders of the class that is subject to the bid, the material

is filed and sent to security holders whose last address as shown on the

books of the offeree issuer is in the local jurisdiction;

last address as shown on the books of the offeree issuer is in the local

jurisdiction at the same time as the bid materials are filed and sent;

(

g) if no material relating to the bid is sent by or on behalf of the offeror to

security holders of the class that is subject to the bid but a notice or

advertisement of the bid is published by or on behalf of the offeror in the

jurisdiction where the offeree issuer is incorporated or organized, an

advertisement of the bid specifying where and how security holders may

obtain a copy of, or access to, the bid documents is filed and published in

major daily newspaper of general and regular paid circulation in the local

jurisdiction.

De minimis exemption

4.5 A take-over bid is exempt from

Part 2 if all of the following conditions are

satisfied:

(

a) the number of beneficial owners of securities of the class subject to the bid

in the local jurisdiction is fewer than 50;

(

b) the securities held by the beneficial owners referred to in paragraph (

a) constitute, in aggregate, less than 2% of the outstanding securities of that

class;

(

c) security holders in the local jurisdiction are entitled to participate in the bid

on terms at least as favourable as the terms that apply to the general body of

security holders of the same class;

(

d) at the same time as material relating to the bid is sent by or on behalf of the

offeror to security holders of the class that is subject to the bid, the material

is filed and sent to security holders whose last address as shown on the

books of the offeree issuer is in the local jurisdiction.

Division 2: Exempt Issuer Bids

Issuer acquisition or redemption exemption

4.6 An issuer bid for a class of securities is exempt from

Part 2 if any of the following

conditions are satisfied:

(

a) the securities are purchased, redeemed or otherwise acquired in accordance

the purchase, redemption or acquisition of the securities by the issuer

without the prior agreement of the owners of the securities, or the securities

are acquired to meet sinking fund or purchase fund requirements;

(

b) the purchase, redemption or other acquisition is required by the terms and

conditions attaching to the class of securities or by the statute under which

the issuer was incorporated, organized or continued;

the owner to require the issuer of the securities to redeem, repurchase, or

otherwise acquire the securities, and the securities are acquired under the

exercise of the right.

Employee, executive officer, director and consultant exemption

4.7 An issuer bid is exempt from

Part 2 if the securities are acquired from a current or

former employee, executive officer, director or consultant of the issuer or of an

affiliate of the issuer and, if there is a published market in respect of the securities,

(

a) the value of the consideration paid for any of the securities acquired is not

greater than the market price of the securities at the date of the acquisition,

determined in accordance with

section 1.11, and

(

b) the aggregate number of securities or, in the case of convertible debt

securities, the aggregate principal amount of securities acquired by the

issuer within any period of 12 months in reliance on the exemption provided

by this paragraph does not exceed 5% of the securities of that class

outstanding at the beginning of the 12-month period.

Normal course issuer bid exemptions

4.8

(1) In this section, "designated exchange" means the Toronto Stock Exchange, the

TSX Venture Exchange or other exchange recognized or designated by the securities

regulatory authorities for the purpose of this Instrument.

(2) An issuer bid that is made in the normal course through the facilities of a

designated exchange is exempt from

Part 2 if the bid is made in accordance with the

bylaws, rules, regulations and policies of that exchange.

(3) An issuer bid that is made in the normal course on a published market, other than

a designated exchange, is exempt from

Part 2 if all of the following conditions are

satisfied:

(

a) the bid is for not more than 5% of the outstanding securities of a class of

securities of the issuer;

(

b) the aggregate number of securities or, in the case of convertible debt

securities, the aggregate principal amount of securities acquired in reliance

on this exemption by the issuer and any person acting jointly or in concert

with the issuer within any 12-month period does not exceed 5% of the

securities of that class outstanding at the beginning of the 12-month period;

(

c) the value of the consideration paid for any of the securities acquired is not in

excess of the market price at the date of acquisition as determined in

accordance with

section 1.11, plus reasonable brokerage fees or

commissions actually paid.

(4) An issuer making a bid under subsection (2) must promptly file any news release

required to be issued by the designated exchange.

(5) An issuer making a bid under subsection (3) must issue and file, at least 5 days

before the commencement of the bid, a news release containing the following

information:

(

a) the class and number of securities or principal amount of debt securities

sought;

(

b) the dates, if known, on which the issuer bid will commence and expire;

(

c) the value, in Canadian dollars, of the consideration offered per security;

(

d) the manner in which the securities will be acquired; and

(

e) the reasons for the issuer bid.

Non-reporting issuer exemption

4.9 An issuer bid is exempt from

Part 2 if all of the following conditions are satisfied:

(

a) the issuer is not a reporting issuer;

(

b) there is no published market for the securities that are the subject of the bid;

(

c) the number of security holders of that class of securities at the

commencement of the bid is not more than 50, exclusive of holders who

(

i) are in the employment of the issuer or an affiliate of the issuer, or

(ii) were formerly in the employment of the issuer or in the employment of

an entity that was an affiliate of the issuer at the time of that

employment, and who while in that employment were, and have

continued after the employment to be, security holders of the issuer.

Foreign issuer bid exemption

4.10 An issuer bid is exempt from

Part 2 if all of the following conditions are

satisfied:

(

a) security holders whose last address as shown on the books of the offeree

issuer is in Canada hold less than 10% of the outstanding securities of the

class subject to the bid at the commencement of the bid;

(

b) the offeror reasonably believes that security holders in Canada beneficially

own less than 10% of the outstanding securities of the class subject to the

bid at the commencement of the bid;

(

c) the published market on which the greatest volume of trading in securities of

that class occurred during the 12 months immediately preceding the

commencement of the bid was not in Canada;

(

d) security holders in the local jurisdiction are entitled to participate in the bid

on terms at least as favourable as the terms that apply to the general body of

security holders of the same class;

(

e) at the same time as material relating to the bid is sent by or on behalf of the

offeror to security holders of the class that is subject to the bid, the material

is filed and sent to security holders whose last address as shown on the

books of the offeree issuer is in the local jurisdiction;

last address as shown on the books of the offeree issuer is in the local

jurisdiction at the same time as the bid materials are filed and sent;

(

g) if no material relating to the bid is sent by or on behalf of the offeror to

security holders of the class that is subject to the bid but a notice or

advertisement of the bid is published by or on behalf of the offeror in the

jurisdiction where the offeree issuer is incorporated or organized, an

advertisement of the bid specifying where and how security holders may

obtain a copy of, or access to, the bid documents is filed and published in

major daily newspaper of general and regular paid circulation in the local

jurisdiction.

De minimis exemption

4.11 An issuer bid is exempt from the requirements of

Part 2 if all of the following

conditions are satisfied:

(

a) the number of beneficial owners of the class of securities subject to the bid

in the local jurisdiction is fewer than 50;

(

b) the securities held by the beneficial owners referred to in paragraph (

a) constitute, in aggregate, less than 2% of the outstanding securities of that

class;

(

c) security holders in the local jurisdiction are entitled to participate in the bid

on terms at least as favourable as the terms that apply to the general body of

security holders of the same class;

(

d) at the same time as material relating to the bid is sent by or on behalf of the

offeror to security holders of the class that is subject to the bid, the material

is filed and sent to security holders whose last address as shown on the

books of the offeree issuer is in the local jurisdiction.

PART 5: REPORTS AND ANNOUNCEMENTS OF ACQUISITIONS

Definitions

5.1 In this Part,

(a) "acquiror" means a person who acquires a security, other than by way of a

take-over bid or an issuer bid made in compliance with

Part 2, and

(b) "acquiror's securities" means securities of an offeree issuer beneficially

owned, or over which control or direction is exercised, on the date of an

offer to acquire, by an acquiror or any person acting jointly or in concert

with the acquiror.

Early warning

5.2

(1) Every acquiror who acquires beneficial ownership of, or control or direction

over, voting or equity securities of any class of a reporting issuer or securities

convertible into voting or equity securities of any class of a reporting issuer that,

together with the acquiror's securities of that class, would constitute 10% or more of

the outstanding securities of that class, must

(

a) promptly issue and file a news release containing the information required

section 3.1 of National Instrument 62-103 The Early Warning System

and Related Take-Over Bid and Insider Reporting Issues, and

(

b) within 2 business days from the day of the acquisition, file a report

containing the information required by

section 3.1 of National Instrument

62-103 The Early Warning System and Related Take-Over Bid and Insider

Reporting Issues.

(2) An acquiror must issue an additional news release and file a report in accordance

with subsection (1) each time any of the following events occur:

(

a) the acquiror or any person acting jointly or in concert with the acquiror

acquires beneficial ownership of, or control or direction over,

(

i) an additional 2% or more of the outstanding securities of the class of

securities that was the subject of the most recent report required to be

filed by the acquiror under this section, or

(ii) securities convertible into an additional 2% or more of the outstanding

securities referred to in subparagraph (i);

(

b) there is a change in a material fact contained in the report required under

subsection (1) or paragraph (

a) of this subsection.

(3) During the period beginning on the occurrence of an event in respect of which a

report or further report is required to be filed under this

section and ending on the

expiry of one business day after the date that the report or further report is filed, the

acquiror required to file the report or any person acting jointly or in concert with the

acquiror must not acquire or offer to acquire beneficial ownership of any securities of

the class in respect of which the report or further report is required to be filed or any

securities convertible into securities of that class.

(4) Subsection (3) does not apply to an acquiror that has beneficial ownership of, or

control or direction over, securities that, together with the acquiror's securities of that

class, constitute 20% or more of the outstanding securities of that class.

Acquisitions during bid

5.3

(1) If, after a take-over bid or an issuer bid has been made under

Part 2 for voting

or equity securities of a reporting issuer and before the expiry of the bid, an acquiror

acquires beneficial ownership of, or control or direction over, securities of the class

subject to the bid which, when added to the acquiror's securities of that class,

constitute 5% or more of the outstanding securities of that class, the acquiror must,

before the opening of trading on the next business day, issue and file a news release

containing the information required by subsection (3).

(2) An acquiror must issue and file an additional news release in accordance with

subsection (3) before the opening of trading on the next business day each time the

acquirer, or any person acting jointly or in concert with the acquiror, acquires

beneficial ownership of, or control or direction over, in aggregate, an additional 2% or

more of the outstanding securities of the class of securities that was the subject of the

most recent news release required to be filed by the acquiror under this section.

(3) A news release or further news release required under subsection (1) or (2) must

set out

(

a) the name of the acquiror,

(

b) the number of securities of the offeree issuer that were beneficially acquired,

or over which control or direction was acquired, in the transaction that gave

rise to the requirement under subsection (1) or (2) to issue the news release,

(

c) the number of securities and the percentage of outstanding securities of the

offeree issuer that the acquiror and all persons acting jointly or in concert

with the acquiror, have beneficial ownership of, or control or direction over,

immediately after the acquisition described in paragraph (b),

(

d) the number of securities of the offeree issuer that were beneficially acquired,

or over which control or direction was acquired, by the acquiror and all

persons acting jointly or in concert with the acquiror, since the

commencement of the bid,

(

e) the name of the market in which the acquisition described in paragraph (

b) took place, and

(

f) the purpose of the acquiror and all persons acting jointly or in concert with

the acquiror in making the acquisition described in paragraph (b), including

any intention of the acquiror and all persons acting jointly or in concert with

the acquiror to increase the beneficial ownership of, or control or direction

over, any of the securities of the offeree issuer.

Duplicate news release not required

5.4 If the facts in respect of which a news release is required to be filed under sections

5.2 and 5.3 are identical, a news release is required only under the provision requiring

the earlier news release.

Copies of news release and report

5.5 An acquiror that files a news release or report under sections 5.2 or 5.3 must

promptly send a copy of each filing to the reporting issuer.

PART 6: EXEMPTIONS

Exemption - general

6.1 The regulator or the securities regulatory authority may, under the statute referred

to in Appendix B of National Instrument 14-101

Definitions opposite the name of the

local jurisdiction, grant an exemption to this Instrument.

Exemption - collateral benefit

6.2 The regulator or the securities regulatory authority may decide for the purposes of

section 2.24 that an agreement, commitment or understanding with a selling security

holder is made for reasons other than to increase the value of the consideration paid to

a selling security holder for the securities of the selling security holder and that the

agreement, commitment or understanding may be entered into despite that section.

PART 7: TRANSITION AND COMING INTO FORCE

Transition

7.1 The take-over bid or issuer bid provisions in securities legislation that were in

force immediately before the effective date of this Instrument, continue to apply in

respect of every take-over bid and issuer bid commenced before the effective date of

this Instrument.

Coming into force

7.2 This Instrument comes into force on February 1, 2008.

FORM 62-104F1

TAKE-OVER BID CIRCULAR

Part 1 General Provisions

(

a) Defined terms

If a term is used but not defined in this Form, refer to

Part 1 of Multilateral Instrument

62-104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument

14-101

Definitions.

(

b) Incorporating information by reference

If you are qualified to file a short form prospectus under sections 2.2 to 2.7 of

National Instrument 44-101 Short Form Prospectus Distributions, or by reason of an

exemption granted by a securities regulatory authority, you may incorporate

information required under item 19 to be included in your take-over bid circular by

reference to another document. Clearly identify the referenced document or any

excerpt of it that you incorporate into your take-over bid circular. Unless you have

already filed the referenced document, you must file it with your take-over bid

circular. You must also disclose that the document is on SEDAR at www.sedar.com

and that, on request, you will promptly provide a copy of the document free of charge

to a security holder of the offeree issuer.

(

c) Plain language

Write the take-over bid circular so that readers are able to understand it and make

informed investment decisions. Offerors should apply plain language principles when

they prepare a take-over bid circular including:

* using short sentences;

* using definite everyday language;

* using the active voice;

* avoiding superfluous words;

* organizing the document into clear, concise sections, paragraphs and

sentences;

* avoiding jargon;

* using personal pronouns to speak directly to the reader;

* avoiding reliance on glossaries and defined terms unless it facilitates

understanding of the disclosure;

* avoiding vague boilerplate wording;

* avoiding abstract terms by using more concrete terms or examples;

* avoiding multiple negatives;

* using technical terms only when necessary and explaining those terms;

* using charts, tables and examples where it makes disclosure easier to

understand.

If you use technical terms, explain them in a clear and concise manner.

(

d) Numbering and headings

The numbering, headings and ordering of items included in this Form are guidelines

only. You do not need to include the heading or numbering or follow the order of

items in this Form. You do not need to refer to inapplicable items and, unless

otherwise required in this Form, you may omit negative answers to items. Disclosure

provided in response to any item need not be repeated elsewhere in the circular.

Part 2 Contents of Take-Over Bid Circular

Item 1. Name and description of offeror

State the corporate name of the offeror or, if the offeror is an unincorporated entity,

the full name under which it exists and carries on business, and give a brief

description of its activities.

Item 2. Name of offeree issuer

State the corporate name of the offeree issuer or, if the offeree issuer is an

unincorporated entity, the full name under which it exists and carries on business.

Item 3. Securities subject to the bid

State the class and number of securities that are the subject of the take-over bid and a

description of the rights of the holders of any other class of securities that have a right

to participate in the offer.

Item 4. Time period

State the dates on which the take-over bid will commence and expire.

Item 5. Consideration

State the consideration to be offered. If the consideration includes securities, state the

particulars of the designation, rights, privileges, restrictions and conditions attaching

to those securities.

Item 6. Ownership of securities of offeree issuer

State the number, designation and percentage of the outstanding securities of any

class of securities of the offeree issuer beneficially owned or over which control or

direction is exercised

(

a) by the offeror,

(

b) by each director and officer of the offeror, and

(

c) if known after reasonable enquiry, by

(

i) each associate or affiliate of an insider of the offeror,

(ii) an insider of the offeror, other than a director or officer of the offeror,

and

(iii) any person acting jointly or in concert with the offeror.

In each case where no securities are owned, directed or controlled, state this fact.

Item 7. Trading in securities of offeree issuer

State, if known after reasonable enquiry, the following information about any

securities of the offeree issuer purchased or sold by the persons referred to in item 6

during the 6-month period preceding the date of the take-over bid:

(

a) the description of the security;

(

b) the number of securities purchased or sold;

(

c) the purchase or sale price of the security;

(

d) the date of the transaction.

If no such securities were purchased or sold, state this fact.

Item 8. Commitments to acquire securities of offeree issuer

Disclose all agreements, commitments or understandings made by the offeror, and, if

known after reasonable enquiry, by the persons referred to in item 6 to acquire

commitments or understandings.

State the terms of the take-over bid. If the obligation of the offeror to take up and pay

for securities under the take-over bid is conditional, state the particulars of each

condition.

Item 10. Payment for deposited securities

State the particulars of the method and time of payment of the consideration.

Item 11. Right to withdraw deposited securities

Describe the withdrawal rights of the security holders of the offeree issuer under the

take-over bid. State that the withdrawal is made by sending a written notice to the

designated depository and becomes effective on its receipt by the depository.

Item 12. Source of funds

State the source of any funds to be used for payment of deposited securities. If the

funds are to be borrowed, state

(

a) the name of the lender,

(

b) the terms and financing conditions of the loan,

(

c) the circumstances under which the loan must be repaid, and

(

d) the proposed method of repayment.

Item 13. Trading in securities to be acquired

Provide a

summary showing

(

a) the name of each principal market on which the securities sought are traded,

(

b) any change in a principal market that is planned following the take-over bid,

including but not limited to listing or de-listing on an exchange,

(

c) where reasonably ascertainable, in reasonable detail, the volume of trading

and price range of the class of the securities in the 6-month period preceding

the date of the take-over bid, or, in the case of debt securities, the prices

quoted on each principal market, and

(

d) the date that the take-over bid to which the circular relates was announced to

the public and the market price of the securities immediately before that

announcement.

Item 14. Arrangements between the offeror and the directors and officers of

offeree issuer

Disclose the particulars of any agreement, commitment or understanding made or

proposed to be made between the offeror and any of the directors or officers of the

offeree issuer, including particulars of any payment or other benefit proposed to be

made or given by way of compensation for loss of office or their remaining in or

retiring from office if the take-over bid is successful.

Item 15. Arrangements between the offeror and security holders of offeree

issuer

(1) Disclose the particulars of any agreement, commitment or understanding

made or proposed to be made between the offeror and a security holder of the offeree

issuer relating to the bid, including a description of its purpose, its date, the identity of

commitment or understanding, other than an agreement that a security holder will

tender securities to a take-over bid made by the offeror, must include

(

a) a detailed explanation as to how the offeror determined entering into it was

not prohibited by

section 2.24 of the Instrument, or

(

b) disclosure of the exception to, or exemption from, the prohibition against

collateral agreements relied on by the offeror and the facts supporting that

reliance.

(2) If the offeror is relying on an exception to the prohibition against collateral

agreements under subparagraph 2.25(1)(b)(ii) of the Instrument, and if the

information is available to the offeror, disclose the review process undertaken by the

independent committee of directors of the issuer and the basis on which the

independent committee made its determination under clause 2.25(1)(b)(ii)(

A) or (

B) of the Instrument.

Item 16. Arrangements with or relating to the offeree issuer

Disclose the particulars of any agreement, commitment or understanding made

between the offeror and the offeree issuer relating to the take-over bid and any other

agreement, commitment or understanding of which the offeror is aware that could

affect control of the offeree issuer, including an agreement with change of control

provisions, a security holder agreement or a voting trust agreement that the offeror

has access to and that can reasonably be regarded as material to a security holder in

deciding whether to deposit securities under the bid.

Item 17. Purpose of the bid

State the purpose of the take-over bid. Disclose the particulars of any plans or

proposals for

(

a) subsequent transactions involving the offeree issuer such as a going private

transaction, or

(

b) material changes in the affairs of the offeree issuer, including, for example,

any proposal to liquidate the offeree issuer, to sell, lease or exchange all or a

substantial part of its assets, to amalgamate it with any other business

organization or to make any material changes in its business, corporate

structure (debt or equity), management or personnel.

Item 18. Valuation

If the take-over bid is an insider bid, as defined in applicable securities legislation,

include the disclosure regarding valuations required by securities legislation.

Item 19. Securities of an offeror or other issuer to be exchanged for

securities of offeree issuer

(1) If a take-over bid provides that the consideration for the securities of the

offeree issuer is to be, in whole or in part, securities of the offeror or other issuer,

include the financial statements and other information required in a prospectus of the

issuer whose securities are being offered in exchange for the securities of the offeree

issuer.

(2) For the purposes of subsection (1), provide the pro forma financial

statements that would be required in a prospectus assuming that

(

a) the likelihood of the offeror completing the acquisition of securities of the

offeree issuer is high, and

(

b) the acquisition is a significant acquisition for the offeror.

(3) Despite subsection (1), the financial statements of the offeree issuer are not

required to be included in the circular.

Item 20. Right of appraisal and acquisition

State any rights of appraisal the security holders of the offeree issuer have under the

laws or constating document governing, or contracts binding, the offeree issuer and

state whether or not the offeror intends to exercise any right of acquisition the offeror

may have.

Item 21. Market purchases of securities

State whether or not the offeror intends to purchase in the market securities that are

the subject of the take-over bid.

Item 22. Approval of take-over bid circular

If the take-over bid is made by or on behalf of an offeror that has directors, state that

the take-over bid circular has been approved and its sending has been authorized by

the directors.

Item 23. Other material facts

Describe

(

a) any material facts concerning the securities of the offeree issuer, and

(

b) any other matter not disclosed in the take-over bid circular that has not

previously been generally disclosed, is known to the offeror, and that would

reasonably be expected to affect the decision of the security holders of the

offeree issuer to accept or reject the offer.

Item 24. Solicitations

Disclose any person retained by or on behalf of the offeror to make solicitations in

respect of the take-over bid and the particulars of the compensation arrangements.

Item 25. Statement of rights

Include the following statement of rights provided under the securities legislation of

the jurisdictions relating to this circular:

Securities legislation in the provinces and territories of Canada provides security

holders of the offeree issuer with, in addition to any other rights they may have at

law, one or more rights of rescission, price revision or to damages, if there is a

misrepresentation in a circular or notice that is required to be delivered to those

security holders. However, such rights must be exercised within prescribed time

limits. Security holders should refer to the applicable provisions of the securities

legislation of their province or territory for particulars of those rights or consult

a lawyer.

Item 26. Certificate

A take-over bid circular certificate form must state:

The foregoing contains no untrue statement of a material fact and does not omit

to state a material fact that is required to be stated or that is necessary to make a

statement not misleading in the light of the circumstances in which it was made.

Item 27. Date of take-over bid circular

Specify the date of the take-over bid circular.

FORM 62-104F2

ISSUER BID CIRCULAR

Part 1 General Provisions

(

a) Defined terms

If a term is used but not defined in this Form, refer to

Part 1 of Multilateral Instrument

62-104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument

14-101

Definitions.

(

b) Incorporating information by reference

If you are qualified to file a short form prospectus under sections 2.2 to 2.7 of

National Instrument 44-101 Short Form Prospectus Distributions, or by reason of an

exemption granted by a securities regulatory authority, you may incorporate

information required under item 21 to be included in your issuer bid circular by

reference to another document. Clearly identify the referenced document or any

excerpt of it that you incorporate into your issuer bid circular. Unless you have

already filed the referenced document, you must file it with your issuer bid circular.

You must also disclose that the document is on SEDAR at www.sedar.com and that,

on request, you will promptly provide a copy of the document free of charge to a

security holder of the issuer.

(

c) Plain language

Write the issuer bid circular so that readers are able to understand it and make

informed investment decisions. Issuers should apply plain language principles when

they prepare an issuer bid circular including:

* using short sentences;

* using definite everyday language;

* using the active voice;

* avoiding superfluous words;

* organizing the document into clear, concise sections, paragraphs and

sentences;

* avoiding jargon;

* using personal pronouns to speak directly to the reader;

* avoiding reliance on glossaries and defined terms unless it facilitates

understanding of the disclosure;

* avoiding vague boilerplate wording;

* avoiding abstract terms by using more concrete terms or examples;

* avoiding multiple negatives;

* using technical terms only when necessary and explaining those terms;

* using charts, tables and examples where it makes disclosure easier to

understand.

If you use technical terms, explain them in a clear and concise manner.

(

d) Numbering and headings

The numbering, headings and ordering of items included in this Form are guidelines

only. You do not need to include the heading or numbering or follow the order of

items in this Form. You do not need to refer to inapplicable items and, unless

otherwise required in this Form, you may omit negative answers to items. Disclosure

provided in response to any item need not be repeated elsewhere in the circular.

Part 2 Contents of Issuer Bid Circular

Item 1. Name of issuer

State the corporate name of the issuer or, if the issuer is an unincorporated entity, the

full name under which it exists and carries on business.

Item 2. Securities subject to the bid

State the class and number of securities that are the subject of the issuer bid and a

description of the rights of the holders of any other class of securities that have a right

to participate in the offer. Where the number of securities sought under the bid is

subject to additional purchases by the issuer for the purpose of preventing security

holders from being left with less than a standard trading unit, disclose this fact.

Where the issuer intends to rely on the exception from the proportionate take up and

payment requirements found in subsection 2.26(3) of the Instrument relating to "dutch

auctions", the issuer is not required to disclose the number of securities that are the

subject of the issuer bid if the issuer discloses a maximum amount the issuer intends

to spend making purchases pursuant to the bid.

Item 3. Time period

State the dates on which the issuer bid will commence and expire.

Item 4. Consideration

State the consideration to be offered. If the consideration includes securities, state the

particulars of the designation, rights, privileges, restrictions and conditions attaching

to those securities.

Item 5. Payment for deposited securities

State the particulars of the method and time of payment of the consideration.

Item 6. Right to withdraw deposited securities

Describe the right to withdraw securities deposited under the issuer bid. State that the

withdrawal is made by sending a written notice to the designated depository and

becomes effective on its receipt by the depository.

Item 7. Source of funds

State the source of any funds to be used for payment of deposited securities. If the

funds are to be borrowed, state

(

a) the name of the lender,

(

b) the terms and financing conditions of the loan,

(

c) the circumstances under which the loan must be repaid, and

(

d) the proposed method of repayment.

Item 8. Participation

If the issuer bid is for less than all of the outstanding securities of that class, state that

if a greater number or principal amount of the securities are deposited than the issuer

is bound or willing to take up and pay for, the issuer will take up as nearly as may be

proportionately, disregarding fractions, according to the number or principal amount

of the securities deposited. To the extent that this is not the case, as permitted by

securities legislation, the response to this item should be modified accordingly.

If an issuer intends to rely on one or both of the exceptions from the proportionate

take up and payment requirements found in subsections 2.26 (2) and (3) of the

Instrument relating to standard trading units and "dutch auctions", describe the

mechanism under which securities would be deposited and taken up without

proration.

Item 9. Purpose of the bid

State the purpose for the issuer bid, and if it is anticipated that the issuer bid will be

followed by a going private transaction or other transaction such as a business

combination, describe the proposed transaction.

Item 10. Trading in securities to be acquired

Provide a

summary showing

(

a) the name of each principal market on which the securities sought are traded,

(

b) any change in a principal market that is planned following the issuer bid,

(

c) where reasonably ascertainable, in reasonable detail, the volume of trading

and price range of the class of the securities in the 6-month period preceding

the date of the issuer bid, or, in the case of debt securities, the prices quoted

on each principal market, and

(

d) the date that the issuer bid to which the circular relates was announced to the

public and the market price of the securities of the issuer immediately before

that announcement.

Item 11. Ownership of securities of issuer

State the number, designation and the percentage of the outstanding securities of any

class of securities of the issuer beneficially owned or over which control or direction

is exercised

(

a) by each director and officer of the issuer, and

(

b) if known after reasonable enquiry, by

(

i) each associate or affiliate of an insider of the issuer,

(ii) each associate or affiliate of the issuer,

(iii) an insider of the issuer, other than a director or officer of the issuer, and

(iv) each person acting jointly or in concert with the issuer.

In each case where no securities are owned, directed or controlled, state this fact.

Item 12. Commitments to acquire securities of issuer

Disclose all agreements, commitments or understandings made by the issuer and, if

known after reasonable enquiry, by the persons referred to in item 11, to acquire

commitments or understandings.

Item 13. Acceptance of issuer bid

If known after reasonable enquiry, state the name of every person named in item 11

who has accepted or intends to accept the issuer bid and the number of securities in

respect of which the person has accepted or intends to accept the issuer bid.

Item 14. Benefits fro