THE ALBERTA GAZETTE,

PART I, JANUARY 15, 2000

The Alberta Gazette

PART 1

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Vol. 96 EDMONTON, SATURDAY, JANUARY 15, 2000 No. 1

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APPOINTMENTS

PROVINCIAL COURT JUDGES ACT

Provincial Judge Elevation

The Honourable Judge Dolores Hansen of the Provincial Court of Alberta -

Family & Youth Divisions, in Edmonton has been elevated, effective December

8, 1999, to a Judge of the Federal Court of Canada - Trial Division.

________________________________________________________________________

Provincial Court Judge Appointed

January 4, 2000

Douglas Gordon Rae, QC

January 12, 2000

Patricia Ellen Kvill

January 17, 2000

Donald George Ingram, QC

January 24, 2000

Allan Harold Lefever, QC

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ORDER-IN-COUNCIL

MUNICIPAL GOVERNMENT ACT

O.C. 505/99

Approved and ordered:

H.A. "Bud" Olson

Lieutenant Governor. Edmonton, December 8, 1999

The Lieutenant Governor in Council orders that

(

a) effective January 1, 2000, the land described in Appendix A and shown

on the sketch in Appendix B is separated from the Village of Alix and

annexed to Lacombe County,

(

b) any taxes owing to the Village of Alix at the end of December 31,

1999 in respect of the annexed land, together with any lawful penalties and

costs levied in respect of those taxes are, on January 1, 2000 transferred

to and become payable to Lacombe County, and Lacombe County upon collecting

those taxes, penalties or costs must pay them to the Village of Alix, and

(

c) the assessor for Lacombe County must assess in 1999, for the purpose

of taxation in 2000, the annexed land and the assessable improvements to

it.

Ralph Klein, Chair.

APPENDIX A

DETAILED DESCRIPTION OF THE LAND SEPARATED FROM THE VILLAGE

OF ALIX AND ANNEXED TO LACOMBE COUNTY

All that portion of the northwest quarter of

section twenty five (25),

township thirty nine (39), range twenty three (23), west of the fourth

meridian, lying southeast of the northwesterly right of way boundary of

secondary highway number 601 as described on plan 922 1564.

APPENDIX B

A SKETCH SHOWING THE GENERAL LOCATION OF THE

LAND ANNEXED TO LACOMBE COUNTY

MUNICIPAL GOVERNMENT ACT

O.C. 506/99

Approved and ordered:

H.A. "Bud" Olson

Lieutenant Governor. Edmonton, December 8, 1999

The Lieutenant Governor in Council orders that

(

a) effective January 1, 2000, the land described in Appendix A and shown

on the sketch in Appendix B is separated from Lacombe County and annexed to

the Village of Alix,

(

b) any taxes owing to Lacombe County at the end of December 31, 1999 in

respect of the annexed land, together with any lawful penalties and costs

levied in respect of those taxes are, on January 1, 2000 transferred to and

become payable to the Village of Alix, and the Village of Alix upon

collecting those taxes, penalties or costs must pay them to Lacombe County,

and

(

c) the assessor for the Village of Alix must assess in 1999, for the

purpose of taxation in 2000, the annexed land and the assessable

improvements to it.

Ralph Klein, Chair.

APPENDIX A

DETAILED DESCRIPTION OF THE LAND SEPARATED FROM LACOMBE COUNTY

AND ANNEXED TO THE VILLAGE OF ALIX

All that portion of the northeast quarter of

section twenty five (25),

township thirty nine (39), range twenty three (23), west of the fourth

meridian, lying northwest of the northwesterly right of way limit of

secondary highway number 601 as described on plan 9220177.

APPENDIX B

A SKETCH SHOWING THE GENERAL LOCATION OF THE LAND ANNEXED

TO THE VILLAGE OF ALIX

MINES AND MINERALS ACT

O.C. 510/99

Approved and ordered:

H.A. "Bud" Olson

Lieutenant Governor. Edmonton, December 8, 1999

The Lieutenant Governor in Council authorizes the Minister of Resource

Development, on behalf of the Crown in right of Alberta, to enter into

Special Mineral Lease No. 3799050001 with AEC Oil and Gas Co. Ltd. in the

form attached.

Ralph Klein, Chair.

SPECIAL MINERAL LEASE NO. 3799050001

TERM COMMENCEMENT DATE: MAY 3, 1999

BETWEEN:

HER MAJESTY THE QUEEN in right of Alberta, hereinafter called "Her

Majesty", represented herein by the Minister of Resource Development of the

Province of Alberta, hereinafter called "the Minister"

PARTY OF THE FIRST PART

- and -

AEC OIL AND GAS CO. LTD., a body corporate incorporated under the

laws of Canada, hereinafter called the "Lessee"

PARTY OF THE SECOND PART

WHEREAS:

The Lessee proposes to use, operate and maintain Subsurface Caverns within

the Storage Zone, for the purpose of storing crude oil;

The Lessee also proposes to conduct operations for the recovery of salt

that is the property of Her Majesty from the Storage Zone to create the

Subsurface Caverns; and

Pursuant to

section 9 and 54.1(5) of the Mines and Minerals Act, the

Lieutenant Governor in Council has authorized the Minister by Order in

Council dated ____________ and numbered O.C.________ to enter into this

Agreement;

NOW THEREFORE the Parties agree as follows:

INTERPRETATION

(1) In this Agreement, including the Recitals and the Appendices to this

Agreement:

(a) "Location" means the tract or tracts of land described under

the heading "Description of Location" in the Appendix to this Lease;

(b) "Parties" means the Minister and the Lessee;

(c) "Storage Zone" means the Prairie Evaporite Formation, as

described in the Appendix to this Lease under the heading "Description of

Location", to the extent that that Formation is found within the Location;

(d) "Subsurface Cavern" means that term as defined in the Mines and

Minerals Act;

(e) "Term Commencement Date" means the date shown in the Appendix

to this Lease as the Commencement of Term;

(

f) a reference to the Minister includes a Deputy Minister of the

Department of Resource Development and any other person authorized by the

Minister or a Deputy Minister to act on behalf of the Minister.

(2) The Appendix to this Lease is incorporated into and made part of this

Agreement as fully and effectively as if it was set forth in the body of

this Agreement.

(3) The headings of the sections of this Agreement have been inserted for

convenience of reference only, and shall not affect the construction or

interpretation hereof.

(4) In this Agreement, words importing the singular include the plural

and vice versa; words importing gender include the masculine, feminine and

neuter genders; and references to persons include individuals, firms,

corporations, partnerships, bodies politic and other entities, all as the

context may require.

(5) In this Agreement, a reference to the Mines and Minerals Act or to

any other Act of the Legislature of Alberta referred to in

section 2(3)(

a) of this Agreement will be construed as a reference to:

(

a) that Act, as amended from time to time;

(

b) any replacement of all or part of that Act from time to time

enacted by the Legislature, as amended from time to time; and

(

c) any regulations, orders, directives, by-laws or other

subordinate legislation from time to time made under any enactment referred

to in clause (

a) or (b), as amended from time to time.

(6) This Agreement shall be governed by and construed in accordance with

the laws in force in the Province of Alberta, and the provisions of the

legislation referred to in

section 2(3)(

a) of this Agreement shall be

deemed to be incorporated in this Agreement. In the event of a conflict

between a provision of this Agreement and a provision of legislation

referred to in

section 2(3)(

a) of this Agreement, the provision of the

legislation shall prevail.

(7) No implied covenant or liability of any kind on Her Majesty's

part is

created by the use of the words, "Lessee", "Lease" or "rent" herein, or by

the use of any other word or words herein, or shall otherwise arise by

reason of this Agreement or anything contained in this Agreement.

(8) This Agreement constitutes the entire agreement between Her Majesty

and the Lessee in connection with the matters dealt with in this Agreement

and supersedes all prior agreements, arrangements, negotiations and

understandings, whether written or otherwise, by or between Her Majesty and

the Lessee.

2. RIGHTS GRANTED

(1) In consideration of the rents and royalties hereinafter reserved and

Majesty hereby grants to the Lessee, insofar as Her Majesty has the right

to grant the same, and subject to subsections (2) and (3),

(

a) the exclusive right to operate, maintain and use Subsurface

Caverns within the Storage Zone for the purpose of storing crude oil,

(

b) the exclusive right to win, work and recover salt within the

Storage Zone for the purpose of creating Subsurface Caverns within the

Storage Zone, and

(

b) the right to inject crude oil into, and to store crude oil in,

Subsurface Caverns within the Storage Zone.

(2) The rights of the Lessee under this Agreement are subject to the

rights of any holder of a petroleum and natural gas agreement presently or

hereafter granted by the Minister in respect of any zone or formation

within and under the Location other than the Storage Zone, and nothing

contained in this Agreement shall in any manner restrict the right of the

Minister to issue, continue or renew any such petroleum and natural gas

agreement.

(3) This Agreement is granted upon the following conditions:

(

a) that the Lessee shall comply with the provisions of the Mines

and Minerals Act and of any other Act of the Legislature of Alberta that

prescribe, relate to or affect the rights and obligations of lessees of

subsurface storage rights that are owned, controlled by or the property of

Her Majesty, or that apply to, relate to or affect any of the operations or

activities conducted pursuant to this Agreement;

(

b) that the Lessee shall not use the Subsurface Caverns in the

Storage Zone for any purpose other than the storage of crude oil, without

obtaining the prior written consent of the Minister, which may be given

(

c) that the Lessee shall not, in the conduct of its operations or

activities under this Agreement, in any way interfere with or impede the

operations or activities of any holder of a petroleum and natural gas or

oil sands agreement presently or hereafter granted by the Minister with

respect to the Location;

(

d) that the Lessee shall take all reasonable steps to prevent the

escape or release of any oil, gas, water or of any other substance that may

be encountered during the conduct of any of its operations or activities

pursuant to this Agreement and that may cause an adverse impact upon the

environment;

(

e) that the Lessee shall arrange for the disposal of waste or

refuse arising from its operations or activities pursuant to this Agreement

so as to prevent or avoid any nuisance or obstruction in respect of any

lands, highway, road, river, stream, watercourse or railway right-of-way;

(

f) that the Lessee agrees to waive and hereby waives all rights,

prerogatives, privileges and immunities that would otherwise exempt the

Lessee from compliance with any of the provisions of the Mines and Minerals

Act or of any other Act of the Legislature of Alberta referred to in

subsection (3)(

a) of this section.

3. TERM

(1) Subject to subsection (2) of this

section and to sections 7(3) and 10

of this Agreement, the term of this Agreement is fifteen (15) years

computed from the Term Commencement Date, renewable at the discretion of

the Minister upon the request of the Lessee for a further term of fifteen

(15) years if, at the end of the term of this Agreement, and so long

thereafter as

(

a) the Lessee is using Subsurface Caverns in the Storage Zone for

the storage of crude oil, and

(

b) the Lessee is not in default of any of the terms, covenants or

conditions of this Agreement.

(2) Any renewal of this Agreement shall be subject to the terms and

conditions which the Minister may prescribe in relation to the renewal.

4. RENTAL

(1) The Lessee shall pay to Her Majesty, in respect of each year during

which this Lease remains in effect, a clear yearly rental computed at the

rate of twelve dollars and fifty cents ($12.50) for each hectare comprised

in the Location, payable

(

a) on or before the Term Commencement Date of this Agreement and

thereafter on or before each anniversary of the Term Commencement Date, or

(

b) if the rental payable under this Lease is subject to or

included in a Monthly Statement Agreement, in accordance with that Monthly

Statement Agreement and/or the Mines and Minerals Act.

(2) If, on any anniversary of the Term Commencement Date, the Location

consists of less than twenty (20) hectares, the minimum clear yearly rental

payable pursuant to this Agreement in respect of the year of the term of

this Agreement that commences with that anniversary date shall be two

hundred fifty dollars ($250.00).

5. STATUTORY DECLARATION

The Lessee shall, upon the request of the Minister, deliver to the

Minister, within such time as the Minister may specify, a statutory

declaration by the Lessee or on its behalf, setting out such information as

the Minister may direct with reference to any operation or activity of the

Lessee under this Lease.

6. LIABILITY AND INDEMNIFICATION

(1) The Lessee shall keep Her Majesty indemnified against

(

a) all actions, claims and demands brought or made against

Her Majesty by reason of anything done or omitted to be done, whether

negligently or otherwise, by the Lessee or any other person in the exercise

or purported exercise of the rights and powers granted and duties imposed

pursuant to this Agreement, and

(

b) all losses, damages, costs, charges and expenses that Her

Majesty sustains or incurs in connection with any action, claim or demand

referred to in clause (

a) of this subsection.

(2) The Lessee acknowledges and agrees that Her Majesty shall not

be liable for any costs or expenses relating to the injection of crude oil

into, or the storage of crude oil in, the Storage Zone pursuant to this

Agreement.

7. ASSIGNMENT AND SURRENDER

(1) The Lessee shall not, without the prior written consent of the

Minister, transfer or assign any of its interest in this Agreement, any of

its rights or obligations pursuant to this Agreement, or any part of the

Location.

(2) The Lessee may, at any time during the term of this Agreement

and with the consent of the Minister, surrender any part of the Location.

(3) The Lessee shall have the right, at any time during the term of

this Agreement, to surrender all of its right, title, estate and interest

in this Agreement. Any such surrender shall also constitute a forfeiture

of the right to a further term pursuant to

section 3.

(4) Any consent given by the Minister under this

section shall be

8. WAIVER OF PERFORMANCE

The Minister may, from time to time, waive the performance or breach

of any of the covenants, terms or conditions of this Agreement, but a

waiver

(

a) shall not take effect or be binding upon Her Majesty unless it

is in writing signed by the Minister or under the Minister's authority, and

(

b) shall not limit or affect Her Majesty's rights with respect to

any other breach or non-performance, including any future breach or

non-performance.

9. FORCE MAJEURE

(1) In this

Article the term "event of force majeure" means any event the

occurrence or subsistence of which prevents a Party from conducting

operations or activities pursuant to this Agreement, or from performing any

obligation pursuant to this Agreement, and which is not reasonably within

the control of such Party, and includes, without limitation,

an act of God,

a governmental directive or restriction, a labour dispute, and

an act of

war or other unlawful act against public order or authority, but does not

include a lack of financial resources or available funds or similar

financial predicament.

(2) If performance by a Party of any obligation, activity or operation

under this Agreement is prevented or materially affected by an event of

force majeure, it shall

(

a) give notice and full particulars to the other Party within a

reasonable time after it arises of the event of force majeure and the

operation, activity or obligation the conduct or performance of which is

prevented or materially affected thereby, and

(

b) shall take all such steps as may be reasonable in the

circumstances to remedy the event of force majeure.

If such a notice is so given, the non-performance or delay in

performance of the operation, activity or obligation shall be excused for

so long as the event of force majeure continues to prevent or impede such

performance, and the time period relating to the performance of the

operation, activity or obligation shall be extended for the period during

which the defaulting Party is unable to perform it by reason of the event

of force majeure.

10. CANCELLATION

(1) The Minister may by writing cancel this Agreement if:

(

a) the Lessee ceases to use and operate the Subsurface Caverns in

the Storage Zone for the purposes set forth in

section 2(1)(

a) of this

Agreement for a period of twelve (12) consecutive months or more;

(

b) there is a breach of a condition contained in

section 2(3) of

this Agreement that is not capable of being remedied;

(

c) the Lessee has not complied with a notice given to it under the

Mines and Minerals Act with respect to this Agreement;

(

d) subject to subsection (2) of this section, there is a breach of

a condition contained in

section 2(3) of this Agreement that is capable of

being remedied;

(

e) subject to subsection (2) of this section, the Lessee has not,

in relation to this Agreement, complied with the Mines and Minerals Act or

with any other Act of the Legislature of Alberta referred to in

section

2(3)(

a) of this Agreement; or

(

f) subject to subsection (2) of this section, the Lessee has not

complied with any term of, or covenant under, this Agreement.

(2) The Minister may not cancel this Agreement pursuant to subsection

(1)(d), (

e) or (

f) of this

section unless

(

a) the Minister has sent a notice to the Lessee stating the nature

of the default and stating that the Minister will cancel this Agreement if

the default is not remedied before the expiration of the 30-day period

following the date of the notice, and

(

b) the default is not remedied within the 30-day period.

(3) If, at any time after the fifth anniversary of the Term Commencement

Date, the Lessee has not commenced operations pursuant to this Agreement,

the Minister may give the Lessee 90 days' written notice of his intention

to terminate this Agreement. If the Lessee does not, during the 90-day

period, commence the operations that are the subject of the notice, this

Agreement shall terminate at the end of that period.

(4) Notwithstanding subsection (1), any obligation, duty or liability of

the Lessee incurred pursuant to this Agreement before this Agreement is

cancelled or terminated, and subsisting or not fully carried out at the

time when this Agreement is cancelled or terminated, survives the

cancellation or termination of this Agreement.

IN WITNESS WHEREOF the Minister and the Lessee have executed this

Agreement.

HER MAJESTY THE QUEEN in right of

Alberta, as represented by the Minister of

Resource Development of the Province of

Alberta

__________________________________

Petroleum Plaza, North Tower

10th Floor, 9945 - 108 Street

Edmonton, Alberta T5K 2G6

AEC OIL AND GAS CO. LTD.

Per: _______________________

Per: _______________________

APPENDIX TO SPECIAL MINERAL LEASE NO. 3799050001

Commencement of Term: 1999 May 3

Aggregate Area: 256 Hectares

Description of Location: 4-04-070: 22

Underground Storage Caverns in the Prairie Evaporite FM as designated in

DRRZD 263

Interval: 612.20 - 794.50 Metres

Key Well: 02/05-22-070-04W4/0

Log Type: Compensated Neutron-Litho Density

Special provisions: Nil

________________________________________________________________________

PROVINCIAL PARKS ACT

O.C. 536/99

Approved and ordered:

H.A. "Bud" Olson

Lieutenant Governor. Edmonton, December 15, 1999

The Lieutenant Governor in Council designates the land described in the

attached Appendix as a provincial park to be known as Chinchaga Wildland

Provincial Park.

Ralph Klein, Chair.

APPENDIX A

CHINCHAGA WILDLAND PROVINCIAL PARK

FIRSTLY:

All those parcels or tracts of land, situate, lying and being in what would

be if surveyed the ninety-second (92) township, the ninth (9) range, west

of the sixth (6) meridian, in the Province of Alberta, Canada, and being

composed of:

All that portion of the north half of

section thirty-one (31) of the said

township lying generally to the north of the height of land, as shown

outlined upon a map or plan of record in the Department of Environment at

Edmonton as No. PO395 GEN.

SECONDLY:

All those parcels or tracts of land, situate, lying and being in what would

be if surveyed the ninety-second (92) township, the tenth (10) range, west

of the sixth (6) meridian, in the Province of Alberta, Canada, and being

composed of:

The north half of

section nine (9), the north west quarter of

section ten

(10), the west half of

section fifteen (15), sections sixteen (16),

seventeen (17), nineteen (19), twenty (20) and twenty-one (21), the west

halves of sections twenty-two (22) and twenty-seven (27),

section

twenty-eight (28) to thirty-five (35) inclusive, the north west quarter of

section thirty-six (36), all those portions of the north east quarter of

section seven (7), the north half and south east quarter of

section eight

(8) and the north half and south east quarter of

section eighteen (18)

lying generally to the north and east of the right bank of an unnamed creek

and all those portions of the north east quarter of the said

section ten

(10), the east halves of the said sections fifteen (15), twenty-two

(22) and twenty-seven (27), the north west quarter of

section twenty-five (25),

section twenty-six (26) and the south half and north east quarter of the

said

section thirty-six (36) of the said township lying generally to the

north and west of the height of land, as shown outlined upon the said map

or plan No. P0395 GEN.

THIRDLY:

All those parcels or tracts of land, situate, lying and being in what would

be if surveyed the ninety-second (92) township, the eleventh (11) range,

west of the sixth (6) meridian, in the Province of Alberta, Canada, and

being composed of:

The north half and south east quarter of

section twenty-three (23),

sections twenty-four (24) and twenty-five (25), the east half of

section

twenty-six (26), the north west quarter of

section thirty-four (34), the

east half of

section thirty-five (35),

section thirty-six (36) and all

those portions of the north halves of sections thirteen (13) and fourteen

(14), the east half of

section twenty-two (22), the south west quarter of

the said

section twenty-three (23), the west half of the said

section

twenty-six (26), the south east quarter of

section twenty-seven (27), the

east half of

section thirty-three (33), the south half and north east

quarter of the said

section thirty-four (34) and the west half of the said

section thirty-five (35) of the said township lying generally to the north

and east of the right bank of an unnamed creek, as shown outlined upon the

said map or Plan No. 0395 GEN.

FOURTHLY:

All those parcels or tracts of land, situate, lying and being in what would

be if surveyed the ninety-third (93) township, the ninth (9) range, west of

the sixth (6) meridian, in the Province of Alberta, Canada, and being

composed of:

The north half and south west quarter of

section six (6),

section seven

(7), the north half and south west quarter of

section eight (8), sections

seventeen (17) to twenty (20) inclusive, sections twenty-nine (29) to

thirty-two (32) inclusive and all those portions of the north half and

south west quarter of

section five (5), the south east quarters of the said

sections six (6) and eight (8), the north half and south west quarter of

section nine (9) and the south half and north west quarter of

section

sixteen (16) of the said township lying generally to the north, south and

west of the height of land, as shown outlined upon the said map or plan No.

P0395 GEN.

FIFTHLY:

All those parcels or tracts of land, situate, lying and being in what would

be if surveyed the ninety-third (93) township, the tenth (10) range, west

of the sixth (6) meridian, in the Province of Alberta, Canada, and being

composed of:

Sections one (1) to thirty-six (36) inclusive of the said township.

SIXTHLY:

All those parcels or tracts of land, situate, lying and being in what would

be if surveyed the ninety-third (93) township, the eleventh (11) range,

west of the sixth (6) meridian, in the Province of Alberta, Canada, and

being composed of:

Sections one (1), two (2) and three (3), the north east quarter of

section

four (4), sections nine (9) to sixteen (16) inclusive, the north half and

south east quarter of

section seventeen (17), the north half of

section

eighteen (18), sections nineteen (19) to thirty (30) inclusive, the south

half and north east quarter of

section thirty-one (31), sections thirty-two

(32) to thirty-six (36) inclusive, all those portions of the south half and

north west quarter of the said

section four (4), the north east quarters of

sections five (5) and seven (7), the north half and south east quarter of

section eight (8), the south west quarter of the said

section seventeen

(17) and the south half of the said

section eighteen (18) lying generally

to the north and east of the right bank of an unnamed creek and all that

portion of the north west quarter of the said

section thirty-one (31) of

the said township lying generally to the east of the left bank of an

unnamed creek, as shown outlined upon the said map or plan No. P0395 GEN.

SEVENTHLY:

All those parcels or tracts of land, situate, lying and being in what would

be if surveyed the ninety-third (93) township, the twelfth (12) range, west

of the sixth (6) meridian, in the Province of Alberta, Canada, and being

composed of:

All those portions of sections twenty-four (24), twenty-five (25) and the

east half of

section thirty-six (36) lying generally to the east of the

left bank of an unnamed creek and all those portions of the east half of

section thirteen (13) of the said township lying generally to the east of

the left bank of the said unnamed creek, to the east of the right bank of

an unnamed creek and to the east of the confluence of the said unnamed

creeks, as shown outlined upon the said map or plan No. P0395 GEN.

EIGHTHLY:

All those parcels or tracts of land, situate, lying and being in what would

be if surveyed the ninety-fourth (94) township, the ninth (9) range, west

of the sixth (6) meridian, in the Province of Alberta, Canada, and being

composed of:

Sections five (5) to eight (8) inclusive, sections seventeen (17) to twenty

(20) inclusive and sections twenty-nine (29) to thirty-two (32) inclusive

of the said township.

NINETHLY:

All those parcels or tracts of land, situate, lying and being in what would

be if surveyed the ninety-fourth (94) township, the tenth (10) range, west

of the sixth (6) meridian, in the Province of Alberta, Canada, and being

composed of:

Sections one (1) to thirty-six (36) inclusive of the said township.

TENTHLY:

All those parcels or tracts of land situate, lying and being in what would

be if surveyed the ninety-fourth (94) township, the eleventh (11) range,

west of the sixth (6) meridian, in the Province of Alberta, Canada, and

being composed of:

Sections one (1) to five (5) inclusive, the east half of

section six (6),

sections seven (7) to seventeen (17) inclusive, the south half and north

east quarter of

section eighteen (18), the east half of

section nineteen

(19), sections twenty (20) to twenty-nine (29) inclusive, the north half

and south east quarter of

section thirty (30),

section thirty-one (31) to

thirty-six (36) inclusive and all those portions of the west half of the

said

section six (6), the north west quarter of the said

section eighteen

(18), the west half of the said

section nineteen (19) and the south west

quarter of the said

section thirty (30) of the said township lying

generally to the east of the left bank of an unnamed creek, as shown

outlined upon the said map or plan No. P0395 GEN.

ELEVENTHLY:

All those parcels or tracts of land, situate, lying and being in what would

be if surveyed the ninety-fourth (94) township, the twelfth (12) range,

west of the sixth (6) meridian, in the Province of Alberta, Canada, and

being composed of:

The north half of

section thirty-six (36) and all those portions of the

north east quarter of

section one (1), the east half of

section twelve

(12), the south half and north east quarter of

section thirteen (13), the

north half and south east quarter of

section twenty-five (25), the north

half and south east quarter of

section thirty-five (35) and the south half

of the said

section thirty-six (36) of the said township lying generally to

the east of the left bank of an unnamed creek, as shown outlined upon the

said map or plan No. 0395 GEN.

TWELFTHLY:

All those parcels or tracts of land, situate, lying and being in what would

be if surveyed the ninety-fifth (95) township, the ninth (9) range, west of

the sixth (6) meridian, in the Province of Alberta, Canada, and being

composed of:

The west half of

section four (4), sections five (5) to eight

(8) inclusive, the west half of

section nine (9), the north half and south west

quarter of

section sixteen (16), sections seventeen (17) to twenty-one

(21) inclusive, the north half and south west quarter of

section twenty-two

(22), the north west quarter of

section twenty-three (23), the south half

and north west quarter of

section twenty-seven (27), sections twenty-eight

(28) to thirty-three (33) inclusive, the west half of

section thirty-four

(34), all those portions of the north east quarter of the said

section nine

(9), the north west quarter of

section fourteen (14), the north half and

south west quarter of

section fifteen (15), the south east quarter of the

said

section sixteen (16), the south east quarter of the said

section

twenty-two (22) lying generally to the west of the left bank of an unnamed

creek, all those portions of the north east quarter of the said

section

twenty-three (23),

section twenty-six (26), the north east quarter of the

said

section twenty-seven (27) and the east half of the said

section

thirty-four (34) lying generally to the south and west of the right bank of

an unnamed creek and all that portion of the south half of the said

section

twenty-three (23) of the said township lying generally to the north and

west of the left bank of an unnamed creek, to the west of the right bank of

an unnamed creek and to the west of the confluence of the said unnamed

creeks, as shown outlined upon the said map or plan No. 0395 GEN.

THIRTEENTLY:

All those parcels or tracts of land, situate, lying and being in what would

be if surveyed the ninety-fifth (95) township, the tenth (10) range, west

of the sixth (6) meridian, in the Province of Alberta, Canada, and being

composed of:

Sections one (1) to thirty-six (36) inclusive of the said township.

FOURTEENTHLY:

All those parcels or tracts of land, situate, lying and being in what would

be if surveyed the ninety-fifth (95) township, the eleventh (11) range,

west of the sixth (6) meridian, in the Province of Alberta, Canada, and

being composed of:

Sections one (1) to twenty-nine (29) inclusive, the south half and north

east quarter of

section thirty (30), sections thirty-two (32) to thirty-six

(36) inclusive, all those portions of the north west quarter of the said

section thirty (30) and the north east quarter of

section thirty-one (31)

lying generally to the east of the right bank of an unnamed creek, and all

that portion of the south half of the said

section thirty-one (31) of the

said township lying generally to the east of the right bank of an unnamed

creek and to the south and east of the south easterly shoreline of two

(2) unnamed water bodies, as shown outlined upon the said map or plan No. 0395

GEN.

FIFTEENTHLY:

All those parcels or tracts of land, situate, lying and being in what would

be if surveyed the ninety-fifth (95) township, the twelfth (12) range, west

of the sixth (6) meridian, in the Province of Alberta, Canada, and being

composed of:

The north half and the south east quarter of

section one (1), sections

twelve (12) and thirteen (13), the south half and north east quarter of

section twenty-four (24), all that portion of the south west quarter of the

said

section one (1) lying generally to the east of left bank of an unnamed

creek, all that portion of the east half of

section two (2) lying generally

to the east of the westerly shoreline of an unnamed water body and to the

east of the left bank of an unnamed creek, all that portion of the north

west quarter of the said

section twenty-four (24) lying generally to the

east of the easterly shoreline of an unnamed water body and to the east of

the right bank of an unnamed creek and all those portions of the south half

and north east quarter of

section twenty-five (25) of the said township

lying generally to the south and east of the southeasterly shoreline of an

unnamed water body and to the east of the right bank of an unnamed creek,

as shown outlined upon the said map or plan No. P0395 GEN.

SIXTEENTHLY:

All those parcels or tracts of land, situate, lying and being in what would

be if surveyed the ninety-sixth (96) township, the ninth (9) range, west of

the sixth (6) meridian, in the Province of Alberta, Canada, and being

composed of:

The south west quarter and legal subdivision twelve (12) of

section three

(3), sections four (4), five (5) and six (6), legal subdivisions one (1),

two (2) and seven (7) of

section nine (9), all those portions of sections

seven (7), eight (8), the west half of the said

section nine (9), the south

west quarter of

section sixteen (16) and the south east quarter of

section

seventeen (17) lying generally to the south of the right bank of Chinchaga

River and all that portion of the south east quarter of the said

section

three (3) of the said township lying generally to the west of the right

bank of an unnamed creek and to the west of the easterly shoreline of an

unnamed water body, as shown outlined upon the said map or plan No. 0395

GEN.

SEVENTEENTHLY:

All those parcels or tracts of land, situate, lying and being in what would

be if surveyed the ninety-sixth (96) township, the tenth (10) range, west

of the sixth (6) meridian, in the Province of Alberta, Canada, and being

composed of:

Section one (1), the south half and north east quarter of

section two (2),

the south half of

section three (3), the south east quarter of

section four

(4) and all those portions of the north west quarter of the said

section

two (2), the north half of the said

section three (3), the north half and

south west quarter of the said

section four (4), sections five (5) and six

(6), the south west quarter of

section seven (7), the south east quarter of

section nine (9), the south half and north east quarter of

section ten

(10),

section eleven (11) and the south half and north west quarter of

section twelve (12) of the said township lying generally to the south of

the right bank of the said Chinchaga River, as shown outlined upon the said

map or plan No. 0395 GEN.

EIGHTEENTHLY:

All those parcels or tracts of land, situate, lying and being in what would

be if surveyed the ninety-sixth (96) township, the eleventh (11) range,

west of the sixth (6) meridian, in the Province of Alberta, Canada, and

being composed of:

The south halves of sections two (2) and three (3), sections four (4) and

five (5), all those portions of the east half of

section six (6), the south

east quarter of

section seven (7) and the south west quarter of

section

eight (8) lying generally to the east of the right bank of an unnamed

creek, all that portion of the north west quarter of the said

section eight

(8) lying generally to the east of the right bank of the said unnamed creek

and to the south and east of the right bank of the said Chinchaga River and

all those portions of

section one (1), the north halves of the said

sections two (2) and three (3), the east half of the said

section eight

(8),

section nine (9), the south half of

section ten (10), the south east

quarter of

section eleven (11), the south west quarter of

section twelve

(12) and the south east quarter of

section seventeen (17) of the said

township lying generally to the south of the right bank of the said

Chinchaga River, as shown outlined upon the said map or plan No. 0395 GEN.

The land herein described contain eighty thousand two hundred seventy and

four hundred twenty thousandths (80,270.420) hectares (198,345.49 acres),

more or less.

________________________________________________________________________

WILDERNESS AREAS, ECOLOGICAL RESERVES AND NATURAL AREAS ACT

O.C. 538/99

Approved and ordered:

H.A. "Bud" Olson

Lieutenant Governor. Edmonton, December 15, 1999

The Lieutenant Governor in Council makes the Natural Areas Designation

Amendment Order set out in the attached Appendix.

Ralph Klein, Chair.

APPENDIX A

Wilderness Areas, Ecological Reserves and Natural Areas Act

NATURAL AREAS DESIGNATION AMENDMENT ORDER

1 The Natural Areas Order (O.C. 416/98) is amended by this Order.

Section 1 is amended by adding the following after clause (zzz):

(aaaa) the area described in

Schedule 79 is designated as the

"Twin River Heritage Rangeland Natural Area".

3 The following is added after

Schedule 78:

SCHEDULE 79

TWIN RIVER HERITAGE RANGELAND NATURAL AREA

FIRSTLY: In Township 1, Range 18, West of the 4th Meridian:

The north half and south west quarter of

section 28, sections 29 and 30,

the south half and north west quarter of

section 31, the south half of

section 32 and

section 33 of the said township, containing one thousand two

hundred ninety and four hundred forty-three thousandths (1,290.443)

hectares (3,188.64 acres), more or less.

SAVING AND EXCEPTING:

One and five hundred eighty-five thousandths (1.585) hectares (3.92 acres),

more or less, required for a surveyed roadway, as shown upon a plan of

survey of record in the Land Titles Office at Calgary for the South Alberta

Land Registration District as No. 971 0698.

SECONDLY: In Township 1, Range 19, West of the 4th Meridian:

The east halves of sections 25 and 36 of the said township, containing

three hundred sixteen and three hundred fourteen thousandths

(316.314) hectares (781.60 acres), more or less.

SAVING AND EXCEPTING:

Four hundred six thousandths (0.406) of a hectare (1.00 acre), more or

less, required for a surveyed roadway, as shown upon a plan of survey of

record in the said Land Titles Office as No. 871 1260.

THIRDLY: In Township 2, Range 17, West of the 4th Meridian:

Sections 17 to 21 inclusive, the south half and north east quarter of

section 28, sections 29 to 31 inclusive and the south half and north west

quarter of

section 32 of the said township, containing two thousand four

hundred fifty-five and two hundred thirty-four thousandths (2,455.234)

hectares (6,066.80 acres), more or less.

FOURTHLY: In Township 2, Range 18, West of the 4th Meridian:

Sections 4 and 5, the north half and south west quarter of

section 6,

sections 7 to 9 inclusive, the north half of

section 11 and sections 12 to

36 inclusive of the said township containing eight thousand ninety-three

and seven hundred twelve thousandths (8,093.712) hectares (20,000.00

acres), more or less.

SAVING AND EXCEPTING:

1) Nine and seven hundred six thousandths (9.706) hectares (23.98

acres), more or less, required for a surveyed roadway, as shown upon the

said plan No. 971 0698.

2) Two hundred ninety-five thousandths (0.295) of a hectare (0.73 of an

acre), more or less, required for a surveyed roadway, as shown upon a plan

of survey of record in the said Land Titles Office as No. 431 E.Z.

FIFTHLY: In Township 3, Range 17, West of the 4th Meridian:

The west half of

section 4, sections 5 to 7 inclusive, the west half of

section 9 and sections 17 and 18 of the said township, containing one

thousand one hundred fifty-four and forty-eight thousandths (1,554.048)

hectares (3,840.00 acres), more or less.

SIXTHLY: In Township 3, Range 18, West of the 4th Meridian:

Sections 1 to 6 inclusive, sections 9 to 15 inclusive, sections 22 to 27

inclusive,

section 34 and the east half of

section 36 of the said township,

containing five thousand three hundred twenty-nine and four hundred

ninety-four thousandths (5,329.494) hectares (13,169.00 acres), more or

less.

The lands herein described contain nineteen thousand twenty-seven and five

hundred forty thousandths (19,027.540) hectares (47,016.41 acres), more or

less.

________________________________________________________________________

GOVERNMENT NOTICES

ENVIRONMENT

Alberta Fishery Regulations

Notice of Variation Order 61-99

Commercial Fishing Seasons

The close times and quotas set out in

Schedule 8 to the Alberta Fishery

Regulations in respect of the waters listed in the

Schedule to this Notice

have been varied by Variation Order 61-99 by the Director of Fisheries

Management in accordance with

section 3 of the Alberta Fishery Regulations.

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

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

Pursuant to Variation Order 61-99 commercial fishing is permitted in

accordance with the following schedule.

SCHEDULE

PART 1

Item - 1.0

Column 1 Waters - In respect of:

(55.2) Lesser Slave Lake (74-11-W5) - that

portion west of a line drawn between the southernmost point of land in

7-75-9-W5 known as Big Point and the northernmost point of land in

25-74-10-W5 excluding that portion of the lake west of a line drawn from

Cutbank Point to the right downstream bank of the mouth of Mission Creek

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

Column 3 Open Time - 08:00 hours December 13, 1999 to 16:00 hours December

20, 1999

Column 4 Species and Quota - 1) Lake whitefish: 66,000 kg; 2) Walleye:

5,000 kg; 3) Yellow perch: 1 kg; 4) Northern pike: 5,000 kg; 5) Tullibee:

5,000 kg; 6) Lake trout: 1 kg

_______________

Notice of Variation Order 62-99

Commercial Fishing Seasons

The close times and quotas set out in

Schedule 8 to the Alberta Fishery

Regulations in respect of the waters listed in the

Schedule to this Notice

have been varied by Variation Order 62-99 by the Director of Fisheries

Management in accordance with

section 3 of the Alberta Fishery Regulations.

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

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

Pursuant to Variation Order 62-99 commercial fishing is permitted in

accordance with the following schedule.

SCHEDULE

PART 1

Item - 1.

Column 1 Waters - In respect of:

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

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

Column 3 Open Time - A. In respect of the following portions of Calling

Lake: - that portion less than 3.9 metres (12 feet) in depth: Closed. B. In

respect of all other waters: closed

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

kg; 3) Yellow perch: 1,800 kg; 4) Northern pike: 1,500 kg; 5) Tullibee:

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

Column 1 Waters -

(53) Lac La Biche (68-15-W4)

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

Column 3 Open Time - 08:00 hours January 3, 2000 to 16:00 hours March 31,

Column 4 Species and Quota - 1) Lake whitefish: 25,000 kg; 2) Walleye: 250

kg; 3) Yellow perch: 500 kg; 4) Northern pike: 14,000 kg; 5) Tullibee:

10,000 kg; 6) Lake trout: 1 kg

________________________________________________________________________

GOVERNMENT SERVICES

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

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

________________________________________________________________________

INFRASTRUCTURE

SALE OR DISPOSITION OF LAND

(Government Organization Act)

Name of Purchaser: Michele and Gene Bannick

Consideration: $5,000.

Land Description: Plan 1944EZ Nuisance Ground (SW 1/4 9-8-4-W5th)

containing 2.0 acres more or less, excepting thereout all mines and

minerals, located in the Municipality of Crowsnest Pass.

Plan 1944EZ, Nuisance Ground (Ptn. Block B, on Plan Coleman 3387AE)

containing 0.121 of a hectare (0.3 of an acre) more or less, excepting

thereout all mines and minerals, located in the Municipality of Crowsnest

Pass.

________________________________________________________________________

ALBERTA OPPORTUNITY COMPANY

LOAN AUTHORIZATIONS FOR THE MONTH OF NOVEMBER, 1999

(Alberta Opportunity Fund Act)

476444 Alberta Ltd. Coronation. Convenience store, Bakery, Liquor store.

Majority Owners: Kim Redelback, Judy Redelback.

Loan Authorized: $75,000.

Purpose: Restructure debt.

644261 Alberta Ltd. St. Paul. Laundromat.

Majority Owners: Armand de la Salle.

Loan Authorized: $10,000.

Purpose: Working capital.

681398 Alberta Ltd. Pincher Creek. Dry-cleaning and laundry service.

Majority Owners: Ronald Knight.

Loan Authorized: $25,000.

Purpose: Working capital.

801436 Alberta Ltd. Grande Prairie. Holding company.

Majority Owners: Charles Eugene Douglas.

Loan Authorized: $400,000.

Purpose: Change of ownership.

820382 Alberta Ltd. Ponoka. Maintenance of gas & oil well sites &

facilities.

Majority Owners: Kenneth Ronald McGarva.

Loan Authorized: $30,000.

Purpose: Equipment, Working capital.

831601 Alberta Ltd. Lethbridge. Art gallery, framing, giftwares.

Majority Owners: Myron Gordon Mortimer.

Loan Authorized: $45,000.

Purpose: Equipment, Inventory.

837532 Alberta Ltd. Ardrossan, Portable machining services.

Majority Owner: Peter Hendricks, Rhoda Hendricks.

Loan Authorized: $53,000.

Purpose: Equipment.

848032 Alberta Ltd. Edson. Retail sale of solid wood furniture.

Majority Owners: Timothy Lloyd Ward, Tracy Ward.

Loan Authorized: $17,000.

Purpose: Inventory.

852930 Alberta Ltd. McLennen. Convenience store, Laundromat, Snack bar.

Majority Owners: Marilyne Aubin-Simard.

Loan Authorized: $40,000.

Purpose: Establish new business.

855954 Alberta Ltd. Derwent. Hotel & Liquor store.

Majority Owners: John Severin, Sylvia Severin.

Loan Authorized: $120,000.

Purpose: Purchase existing business.

Amity Plastics Ltd. Clyde. Plastics recycling.

Majority Owners: Dwight Smith-Gander.

Loan Authorized: $160,000.

Purpose: Equipment, Working capital.

B & N Sales and Rentals Ltd. Brooks. Pipeline supplies/sales, Equipment

rental.

Majority Owners: Carrie Nielson, Lonny Rushka, Ernst Oilfield Services Ltd.

(Cecil Ernst)

Loan Authorized: $400,000.

Purpose: Land, Buildings, Equipment.

Bluewave Antenna Systems Ltd. Calgary. Mfg and sale of communication

antennas.

Majority Owners: Stan Kozdrowski.

Loan Authorized: $200,000. (Guarantee)

Purpose: Support Bank operating line of credit.

Burke, D. & J. Marwayne. Flower/Gift shop.

Majority Owners: Donna Burke, James Burke.

Loan Authorized: $25,000.

Purpose: Land & building.

Facility Management Development Company Inc. Calgary. Educational services.

Majority Owners: Stephanus Schiedon, Monica Schiedon van Leeuwen.

Loan Authorized: $60,000.

Purpose: Equipment, Leasehold improvements, Restructure debt.

853462 Alberta Ltd. Edmonton. Sales & service of wireless products.

Majority Owners: Richard Burden.

Loan Authorized: $30,000.

Purpose: Change of ownership.

Lawrence Meier Trucking Ltd. Dunmore. Paving, crushing and aggregate sales.

Majority Owners: Terrance Meier, Kelly Meier.

Loan Authorized: $600,000.

Purpose: Restructure debt, Working capital.

Lawrence Meier Trucking Ltd. Dunmore. Paving, crushing and aggregate sales.

Majority Owners: Terrance Meier, Kelly Meier.

Loan Authorized: $175,000. (Guarantee)

Purpose: Support Bank operating line of credit.

LongJohn's Portable Welding Ltd. Medicine Hat. Welding.

Majority Owners: John Edward Long.

Loan Authorized: $150,000.

Purpose: Land, Building, Equipment.

MJR Enterprises Ltd. Okotoks. Earth moving, roadbuilding, trenching.

Majority Owners: 17 minor shareholders.

Loan Authorized: $150,000.

Purpose: Equipment.

Mae's Trucking

(1981) Ltd. Manyberries. Oilfield services, gravel, blading.

Majority Owners: James Travis McKinley.

Loan Authorized: $77,000.

Purpose: Equipment, Working capital.

Marquis Wood Tech Inc. Edmonton. Holding company.

Majority Owners: Fernando Antonio Borges.

Loan Authorized: $475,000.

Purpose: Land, Building.

McKenney, K. Jasper. Sales & service of radios.

Majority Owners: Keith McKenney.

Loan Authorized: $10,000.

Purpose: Equipment.

Mercier, C. & S. Donnelly. Pub - pool tables, sports TV, dance area.

Majority Owners: Cecile Mercier, Sophie-Ellen Mercier.

Loan Authorized: $30,000.

Purpose: Equipment, Renovations.

Optima Printing Inc. Calgary. Offset printing/photocopying.

Majority Owners: Calvin Plum.

Loan Authorized: $75,000.

Purpose: Working capital.

Pedrini, G. & W. Brooks. Commercial embroidery.

Majority Owners: Wayne Pedrini, Greta Pedrini.

Loan Authorized: $7,500.

Purpose: Equipment.

Quartly Inc. High Prairie. Retail - gasoline, snacks, car wash.

Majority Owners: Richard Quartly, Trudy Quartly.

Loan Authorized: $33,000.

Purpose: Equipment.

Vibrook Vacuum & Septic Service Ltd. Brooks. Vacuum removal.

Majority Owners: Darren Visser, Lavonne Visser.

Loan Authorized: $370,000.

Purpose: Equipment.

Wheelco Holdings Ltd. Acme. NAPA auto parts store.

Majority Owners: Gordon Kesler, Dorothy Kesler.

Loan Authorized: $20,000.

Purpose: Building.

SAFETY CODES COUNCIL

MUNICIPAL ACCREDITATION

(Safety Codes Act)

Pursuant to

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

ordered that

- Municipal District of Rocky View No. 44, Accreditation No. M000116,

Order No. O00001137, December 17, 1999

authorized to administer the Alberta Safety Codes Act within their

jurisdiction for Electrical, excluding any or all things, processes or

activities owned by or under the care and control of corporations

accredited by the Safety Codes Council.

_______________

Pursuant to

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

ordered that

- Municipal District of Rocky View No. 44, Accreditation No. M000116,

Order No. O00001138, December 17, 1999

authorized to administer the Alberta Safety Codes Act within their

jurisdiction for Gas, all parts of the Canadian Gas Association, Propane

and Natural Gas Codes, Alberta Amendments and Regulations, excluding

Propane and Natural Gas Highway Vehicle Conversions, excluding any or all

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

corporations accredited by the Safety Codes Council.

_______________

Pursuant to

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

ordered that

- Municipal District of Rocky View No. 44, Accreditation No. M000116,

Order No. O00001139, December 17, 1999

authorized to administer the Alberta Safety Codes Act within their

jurisdiction for Plumbing, all parts of the Canadian Plumbing Code, Alberta

Amendments and Regulations, including Private Sewage Treatment and Disposal

Systems, excluding any or all things, processes or activities owned by or

under the care and control of corporations accredited by the Safety Codes

Council.

_______________

Pursuant to

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

ordered that

- Summer Village of Gull Lake, Accreditation No. M000378, Order No.

O00001133, December 16, 1999

authorized to administer the Alberta Safety Codes Act within their

jurisdiction for Building, all parts of the Alberta Building Code,

excluding any or all things, processes or activities owned by or under the

care and control of corporations accredited by the Safety Codes Council.

Pursuant to

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

ordered that

- Summer Village of Gull Lake, Accreditation No. M000378, Order No.

O00001134, December 16, 1999

authorized to administer the Alberta Safety Codes Act within their

jurisdiction for Electrical, excluding any or all things, processes or

activities owned by or under the care and control of corporations

accredited by the Safety Codes Council.

_______________

Pursuant to

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

ordered that

- Summer Village of Gull Lake, Accreditation No. M000378, Order No.

O00001135, December 16, 1999

authorized to administer the Alberta Safety Codes Act within their

jurisdiction for Gas, all parts of the Canadian Gas Association, Propane

and Natural Gas Codes, Alberta Amendments and Regulations, excluding

Propane and Natural Gas Highway Vehicle Conversions, excluding any or all

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

corporations accredited by the Safety Codes Council.

_______________

Pursuant to

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

ordered that

- Summer Village of Gull Lake, Accreditation No. M000378, Order No.

O00001136, December 16, 1999

authorized to administer the Alberta Safety Codes Act within their

jurisdiction for Plumbing, all parts of the Canadian Plumbing Code, Alberta

Amendments and Regulations, including Private Sewage Treatment and Disposal

Systems, excluding any or all things, processes or activities owned by or

under the care and control of corporations accredited by the Safety Codes

Council.

________________________________________________________________________

ALBERTA SECURITIES COMMISSION

NATIONAL INSTRUMENT 62-101

CONTROL BLOCK DISTRIBUTION ISSUES

TABLE OF CONTENTS

PART 1

DEFINITIONS

1.1

Definitions

1.2

Interpretation

PART 2 PROSPECTUS EXEMPTION

2.1 Prospectus Exemption

2.2 Pledgees

PART 3 EXEMPTION

3.1 Exemption

PART 4 EFFECTIVE DATE

4.1 Effective Date

NATIONAL INSTRUMENT 62-101

CONTROL BLOCK DISTRIBUTION ISSUES

PART 1

DEFINITIONS

1.1

Definitions - In this Instrument

"control block distribution" means a trade to which the provisions of

securities legislation listed in Appendix A apply; and

"information circular requirement" means the requirement, under some

circumstances, to deliver an information circular under Policy Statement

Q-12 Secondary Distribution through Solicitations under the Securities Act

(Quebec).

1.2

Interpretation - Terms defined or interpreted in National Instrument

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

Reporting Issues and used in this Instrument have the respective meanings

ascribed to them in National Instrument 62-103.

PART 2 PROSPECTUS EXEMPTION

2.1 Prospectus Exemption

(1) The prospectus requirement, and in Quebec only, the information

circular requirement, does not apply to a control block distribution of

securities issued by a reporting issuer made by an eligible institutional

investor if

(

a) the eligible institutional investor

(

i) has filed the reports required under the early

warning requirements or

Part 4 of National Instrument 62-103 for the

reporting issuer in connection with the current securityholding percentage

of the eligible institutional investor in classes of voting and equity

securities of the reporting issuer,

(ii) does not have knowledge of any material fact or

material change with respect to the reporting issuer that has not been

generally disclosed,

(iii) does not receive in the ordinary course of its

business and investment activities knowledge of any material fact or

material change with respect to the reporting issuer that has not been

generally disclosed, and

(iv) either alone or together with any joint actors,

does not possess effective control of the reporting issuer;

(

b) there are no directors or officers of the reporting

issuer who were, or could reasonably be seen to have been, selected,

nominated or designated by the eligible institutional investor or any joint

actor;

(

c) the control block distribution is made in the ordinary

course of business or investment activity of the eligible institutional

investor;

(

d) if the trade was not a control block distribution, the

securities would not be subject to any requirements of securities

legislation requiring them to be held for a specified period of time; and

(

e) no unusual effort is made to prepare the market or to

create a demand for the securities and no extraordinary commission or

consideration is paid in respect of the control block distribution.

(2) An eligible institutional investor that makes a distribution in

reliance on subsection (1) shall file a letter within 10 days after the

distribution that describes the date and size of the distribution, the

market on which it was made and the price at which the securities being

distributed were sold.

2.2 Pledgees

(1) For purposes of a distribution of securities by a pledgee, the

period of time referred to in the provision of securities legislation set

out in Appendix B is considered to commence on the date that the pledgor

acquired the securities being distributed.

(2) If a pledgee is distributing securities, then for the purposes

of the provisions of securities legislation set out in Appendix C

(

a) a reference to a "seller" or "vendor" shall be construed

as a reference to the pledgee; and

(

b) the pledgee shall be considered to have held the

securities being distributed for the applicable time period provided for in

that provision.

PART 3 EXEMPTION

3.1 Exemption

(1) The regulator or the securities regulatory authority may grant

an exemption to this Instrument, in whole or in part, subject to such

conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario only the regulator may grant

such an exemption.

PART 4 EFFECTIVE DATE

4.1 Effective Date - This Instrument comes into force on March 15, 2000.

NATIONAL INSTRUMENT 62-101

APPENDIX A

CONTROL BLOCK DISTRIBUTIONS

JURISDICTION SECURITIES LEGISLATION REFERENCE

ALBERTA Clause 1(f)(iii) of the Securities Act (Alberta)

BRITISH COLUMBIA Paragraph (

c) of the definition of "distribution"

contained in subsection 1(1) of the Securities Act (British Columbia)

MANITOBA Paragraph 1(

b) of the definition of "primary distribution to

the public" contained in subsection 1(1) of the Securities Act (Manitoba)

NEW BRUNSWICK Paragraph (

b) of the definition of "primary distribution

to the public" contained in

section 1 of the Security Frauds Prevention Act

(New Brunswick)

NEWFOUNDLAND Clause 2(1)(l)(iii) of the Securities Act (Newfoundland)

NOVA SCOTIA Clause 2(1)(l)(iii) of the Securities Act (Nova Scotia)

ONTARIO Paragraph (

c) of the definition of "distribution" contained in

subsection 1(1) of the Securities Act (Ontario)

PRINCE EDWARD ISLAND Clause 1(b.1)(iii) of the Securities Act (Prince

Edward Island)

QUEBEC Policy Statement Q-12 Secondary Distribution through

Solicitations under the Securities Act (Quebec)

SASKATCHEWAN Subclause 2(1)(r)(iii) of The Securities Act, 1988

(Saskatchewan)

_______________

NATIONAL INSTRUMENT 62-101

APPENDIX B

JURISDICTION SECURITIES LEGISLATION REFERENCE

ALBERTA Subparagraph 112(1)(d)(iii) of the Securities Act (Alberta)

BRITISH COLUMBIA Subparagraph 128(d)(iii) of the Securities Rules (British

Columbia)

NEWFOUNDLAND Subsection 73(18) of the Securities Act (Newfoundland)

ONTARIO Subsection 3.11(1) of Rule 45-501 Exempt Distributions

SASKATCHEWAN Subclause 81(10)(b)(iii) of The Securities Act, 1988

(Saskatchewan)

_______________

NATIONAL INSTRUMENT 62-101

APPENDIX C

JURISDICTION SECURITIES LEGISLATION REFERENCE

NEWFOUNDLAND Subsection 73(19) of the Securities Act (Newfoundland)

ONTARIO Subsection 3.11(2) of Rule 45-501 Exempt Distributions

SASKATCHEWAN Subclause 81(10)(b)(iv) of The Securities Act, 1988

(Saskatchewan)

________________________________________________________________________

NATIONAL INSTRUMENT 62-102

DISCLOSURE OF OUTSTANDING SHARE DATA

TABLE OF CONTENTS

PART 1

INTERPRETATION

1.1

Interpretation

PART 2 DISCLOSURE OF OUTSTANDING SHARE DATA

2.1 Disclosure of Outstanding Share Data

2.2 Relief

PART 3 EXEMPTION

3.1 Exemption

PART 4 EFFECTIVE DATE

4.1 Effective Date

NATIONAL INSTRUMENT 62-102

DISCLOSURE OF OUTSTANDING SHARE DATA

PART 1

INTERPRETATION

1.1

Interpretation - Terms defined or interpreted in National Instrument

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

Reporting Issues and used in this Instrument have the respective meanings

ascribed to them in National Instrument 62-103.

PART 2 DISCLOSURE OF OUTSTANDING SHARE DATA

2.1 Disclosure of Outstanding Share Data

(1) A reporting issuer shall include the disclosure required by

this

section in

(

a) its annual and interim financial statements filed under

securities legislation, or

(

b) a supplement to each of its annual and interim financial

statements filed under securities legislation, if the supplement is filed

and sent to securityholders with the applicable annual and interim

financial statements.

(2) The disclosure prepared by a reporting issuer under this

section shall be prepared as of the latest practicable date and shall

include disclosure as of that date.

(3) The disclosure prepared by a reporting issuer under this

section shall consist of the designation and number or principal amount of

(

a) each class and series of voting or equity securities of

the reporting issuer that are outstanding;

(

b) each class and series of securities of the reporting

issuer that are outstanding and that are convertible into, or exercisable

or exchangeable for, voting or equity securities of the reporting issuer;

and

(

c) to the extent determinable, each class and series of

voting or equity securities of the reporting issuer into which, or for

which, any outstanding securities of the reporting issuer are convertible,

exercisable or exchangeable.

2.2 Relief -

Section 2.1 does not apply to a reporting issuer that is not

incorporated, continued or organized under the laws of Canada or a

jurisdiction if

(

a) both

(

i) the number of voting or equity securities of each class

of the reporting issuer held by registered or beneficial security holders

in Canada is less than 10 per cent of the outstanding securities of the

class, and

(ii) the reporting issuer publicly reports outstanding share

information periodically; or

(

b) the reporting issuer

(

i) has a class of securities registered under

section 12(

b) or 12(

g) of the 1934 Act or is required to file reports under

section 15(

d) of the 1934 Act,

(ii) reports outstanding share information in compliance with

the 1934 Act, and

(iii) files a copy of all filings made under the 1934 Act

promptly after their filing with the SEC.

PART 3 EXEMPTION

3.1 Exemption

(1) The regulator or the securities regulatory authority may grant

an exemption to this Instrument, in whole or in part, subject to such

conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario only the regulator may grant

such an exemption.

PART 4 EFFECTIVE DATE

4.1 Effective Date - This Instrument comes into force on March 15, 2000.

________________________________________________________________________

NATIONAL INSTRUMENT 62-103

THE EARLY WARNING SYSTEM AND RELATED TAKE-OVER BID AND

INSIDER REPORTING ISSUES

TABLE OF CONTENTS

PART 1

DEFINITIONS AND

INTERPRETATION

1.1

Definitions

1.2 Deemed Effective Control

PART 2 GENERAL RELIANCE AND REPORTING PROVISIONS

2.1 Reliance on Reported Outstanding Shares

2.2 Copies of News Release and Report

2.3 No Duplication of News Releases or Reports

PART 3 EARLY WARNING REQUIREMENTS

3.1 Contents of News Releases and Reports

3.2 Filing Relief for Joint Actors

3.3 Exemption from Early Warning Requirements for Mutual Fund

Securities

PART 4 ALTERNATIVE MONTHLY REPORTING SYSTEM

4.1 Exemption from the Early Warning Requirements

4.2 Disqualification

4.3 Reporting and Filing Requirements

4.4 Restrictions on Acquisitions

4.5 Filing Obligations under this

Part

4.6 Change Reports

4.7 Contents of Reports

4.8 Exemptions

PART 5 AGGREGATION RELIEF

5.1 Separate Business Units

5.2 Securities Held by an Investment Fund

5.3 Reporting and Record Keeping

5.4 No Requirement to Satisfy Insider Reporting Requirement

PART 6 ISSUER ACTIONS

6.1 Issuer Actions

PART 7 UNDERWRITING EXEMPTION

7.1 Underwriting Exemption

PART 8 RELIEF FOR PLEDGEES

8.1 Relief for Pledgees

8.2 Further Relief for de minimis Pledgees

8.3 Corresponding Insider Reporting Relief

PART 9 INSIDER REPORTING EXEMPTION; EARLY WARNING DECREASE REPORTS

9.1 Insider Reporting Exemption; Early Warning Decrease Reports

PART 10 MORATORIUM RELIEF

10.1 Moratorium Relief

PART 11 EXEMPTIONS

11.1 Exemptions

PART 12 EFFECTIVE DATE

12.1 Effective Date

APPENDIX A CONTROL BLOCK DISTRIBUTION DEFINITION

APPENDIX B EARLY WARNING REQUIREMENTS

APPENDIX C MORATORIUM PROVISIONS

APPENDIX D SECURITY OWNERSHIP AND CONTROL PROVISIONS

APPENDIX E REQUIRED DISCLOSURE IN NEWS RELEASE FILED UNDER EARLY WARNING

REQUIREMENTS

APPENDIX F REQUIRED DISCLOSURE IN NEWS RELEASE AND REPORT FILED BY AN

ELIGIBLE INSTITUTIONAL INVESTOR UNDER

SECTION 4.3

APPENDIX G REQUIRED DISCLOSURE IN REPORT FILED BY AN ELIGIBLE

INSTITUTIONAL INVESTOR UNDER

PART 4

_______________

NATIONAL INSTRUMENT 62-103

THE EARLY WARNING SYSTEM AND RELATED TAKE-OVER BID AND

INSIDER REPORTING ISSUES

PART 1

DEFINITIONS AND

INTERPRETATION

1.1

Definitions

(1) In this Instrument

"acquisition announcement provisions" means the requirement in

securities legislation for an offeror to issue a news release if, during a

formal bid for voting or equity securities of a reporting issuer by an

entity other than the offeror, the offeror acquires ownership of, or

control over, securities of the class subject to the bid that, together

with the offeror's securities of the class, constitute an amount equal to

or greater than the amount specified in securities legislation;

"acting jointly or in concert" has the meaning ascribed to that

phrase in securities legislation, and, when used in connection with an

entity, has the meaning ascribed in securities legislation as if the term

"entity" replaced the term "person or company" or similar term;

"applicable

definitions" means

(

a) the

definitions of "take-over bid" and "offeror's

securities" in the take-over provisions, and

(

b) the control block distribution definition;

"applicable provisions" means

(

a) the early warning requirements,

(

b) Part 4,

(

c) the moratorium provisions,

(

d) the insider reporting requirement,

(

e) the acquisition announcement provisions, and

(

f) section 2.1 of National Instrument 62-101 Control Block

Distribution Issues, and

(

g) in Quebec, Policy Statement Q-12 Secondary Distribution

through Solicitations under the Securities Act (Quebec);

"business unit" means a legal entity or part of a legal entity,

or a combination of legal entities or parts of legal entities, that engage

in a distinct business or investment activity separately from other

businesses and investment activities of the relevant entities;

"class" means, in relation to a security, a class or series of

a class of the security;

"control" means, for a security

(

a) when used in connection with the insider reporting

requirements, the take-over bid requirements and related

definitions and

the early warning requirements, the power to exercise control or direction

over the security, or similar term or expression used in securities

legislation; and

(

b) when used in connection with the control block

distribution definition, holding the security, or similar term or

expression used in securities legislation;

"control block distribution definition" means the provisions of

securities legislation listed in Appendix A;

"early warning requirements" means the provisions of securities

legislation listed in Appendix B;

"effective control" means, for a reporting issuer, the control

in fact of the reporting issuer by an entity through the ownership of, or

control over, voting securities of the reporting issuer, other than

securities held by way of security only;

"eligible institutional investor" means

(

a) a financial institution,

(

b) a pension fund that is regulated by either the Office of

the Superintendent of Financial Institutions (Canada), a pension commission

of a jurisdiction, or a similar regulatory authority,

(

c) a mutual fund that is not a reporting issuer,

(

d) an investment manager in relation to securities over

which it exercises discretion to vote, acquire or dispose without the

express consent of the beneficial owner, subject to applicable legal

requirements, general investment policies, guidelines, objectives or

restrictions, or

(

e) an entity referred to in clauses (

D) or (

F) of Rule

13d-1(b)(1)(ii) under the 1934 Act;

"entity" means a person or company or a business unit;

"equity security" has the meaning ascribed to that term in

securities legislation;

"financial institution" means

(

a) a Canadian financial institution,

(

b) an entity that is engaged in financial services

activities and that is supervised and regulated under the banking,

insurance, trust or similar laws of, and incorporated in, the United States

of America or Japan, or

(

c) a credit institution, within the meaning of European

Union Directive 77/780/EEC, whose home member state for purposes of that

European Union Directive is France, Germany, Italy or the United Kingdom of

Great Britain and Northern Ireland;

"formal bid"

(

a) has the meaning ascribed to that term in securities

legislation, and

(

b) in Quebec only, means a take-over bid or an issuer bid

made in accordance with

Chapter III of Title IV, or

section 119, of the

Securities Act (Quebec);

"investment manager" means an entity that

(

a) either

(

i) is registered or licensed to provide investment

counselling, portfolio management or similar advisory services in respect

of securities, or is exempt from the requirement to be so registered or

licensed, under the securities laws of a jurisdiction or of Japan or under

the Investment Advisers Act of 1940 of the United States of America, as

amended, or

(ii) is subject to European Union Directive 93/22 on

investment services in the securities field, and provides the portfolio

management services referred to in

Section A(3) of the Annex to that

Directive, and whose home member state is France, Germany, Italy or the

United Kingdom of Great Britain and Northern Ireland, and

(

b) provides the services referred to in paragraph (

a) for

valuable consideration under a contractual arrangement;

"joint actor" means, in relation to an entity and a security,

another entity acting jointly or in concert with the entity in connection

with the ownership of, or control over, the security;

"moratorium provisions" means the provisions of securities

legislation listed in Appendix C;

"news release" includes a press release;

"offeror"

(

a) has the meaning ascribed to that term in securities

legislation, and

(

b) in Quebec only, means a person or company making a

take-over bid or an issuer bid or an acquisition subject to sections

147.11, 147.12, 147.15 and 147.16 of the Securities Act (Quebec);

"offeror's securities"

(

a) has the meaning ascribed to that term in securities

legislation, and

(

b) in Quebec only, means the securities included in the

calculation of an offeror's interest under sections 111 and 112 of the

Securities Act (Quebec);

"ownership" means, in relation to a security, the beneficial

ownership of the security, and "owns", "owned" and similar words have

corresponding meanings;

"pledgee" includes a holder of any type of security interest;

"portfolio adviser" means an entity that provides investment

advice or portfolio management services to, or for, an investment fund;

"private mutual fund"

(

a) has the meaning ascribed to that term in securities

legislation, and

(

b) in Quebec only, means a mutual fund that is

(

i) operated as an investment club where the conditions

in subsection 3(12) of the Securities Act (Quebec) are met; or

(ii) referred to in subsection 3(11) of the Securities

Act (Quebec);

"securityholding percentage" means, in relation to an entity

and a class of securities, the percentage of the outstanding securities of

the class owned, together with the percentage controlled by the entity,

determined in accordance with the provisions of applicable securities

legislation listed in Appendix D and after application of any aggregation

relief available under

Part 5 that is relied on by the entity;

"take-over provisions" means the provisions in securities

legislation that regulate take-over bids and issuer bids; and

"underwriting period" means, for an entity acting as an

underwriter of securities, the period commencing from the date of execution

of an underwriting agreement or commitment until

(

a) for securities acquired by the entity upon the exercise

of an over-allotment option, four business days after the acquisition of

those securities, and

(

b) for all other securities, the earlier of

(

i) the expiration of 40 days after the date of the

closing of the purchase of the securities, and

(ii) the date of the completion of the distribution by

the underwriter of the securities.

1.2 Deemed Effective Control - For the purposes of the definition of

"effective control", an entity that, either alone or together with one or

more joint actors, owns or controls voting securities carrying more than 30

percent of the votes attached to all of the outstanding voting securities

of a reporting issuer shall, in the absence of evidence to the contrary, be

deemed to possess effective control over the reporting issuer.

PART 2 GENERAL RELIANCE AND REPORTING PROVISIONS

2.1 Reliance on Reported Outstanding Shares

(1) Subject to subsection (2), in determining its securityholding

percentage in a class of securities for the purposes of the early warning

requirements or

Part 4, an entity may rely upon information most recently

provided by the issuer of the securities in a material change report or

under

section 2.1 of National Instrument 62-102 Disclosure of Outstanding

Share Data, whichever contains the most recent relevant information.

(2) Subsection (1) does not apply if the entity has knowledge both

(

a) that the information filed is inaccurate or has changed;

and

(

b) of the correct information.

2.2 Copies of News Release and Report - An entity that files a news

release and report under the early warning requirements, or a report under

Part 4, in relation to a reporting issuer shall immediately send a copy of

each filing to the reporting issuer.

2.3 No Duplication of News Releases or Reports

(1) An entity that is required to issue a news release under both

the early warning requirements and the acquisition announcement provisions

is exempt from the requirement to issue the news release contained in the

provision requiring the later release if

(

a) the news release is filed under the provision with the

earlier reporting requirement; and

(

b) the facts required to be contained in the two news

releases are identical.

(2) An entity that is required to file a report under the

acquisition announcement provisions and either the early warning

requirements or

Part 4 is exempt from the requirement to file the report

under the provision requiring the later report if

(

a) the report is filed under the provision requiring the

earlier report; and

(

b) the facts required to be contained in the two reports are

identical.

PART 3 EARLY WARNING REQUIREMENTS

3.1 Contents of News Releases and Reports

(1) A news release required under the early warning requirements

shall contain the information required by Appendix E.

(2) Despite subsection (1), a news release required under the early

warning requirements may omit the information otherwise required by

paragraphs 1(d), (g), (

h) and (

i) of Appendix E, and paragraph 1(

j) of

Appendix E to the extent that the information relates to paragraphs 1(d),

(g), (

h) and (i), if

(

a) the omitted information is included in the corresponding

report required by securities legislation; and

(

b) the news release indicates the name and telephone number

of an individual to contact in order to obtain a copy of the report.

(3) The offeror shall send a copy of the report referred to in

paragraph (2)(

a) promptly to any entity requesting it.

3.2 Filing Relief for Joint Actors - The early warning requirements and

the acquisition announcement provisions do not apply to a joint actor of an

offeror in connection with the obligation to make a specific filing of a

news release or report if

(

a) the offeror files a news release or report at the time that the

joint actor would be required to file; and

(

b) the news release or report filed discloses the information

concerning the joint actor required by securities legislation.

3.3 Exemption from Early Warning Requirements for Mutual Fund Securities

- The early warning requirements do not apply in connection with the

ownership or control of securities issued by a mutual fund to which

National Instrument 81-102 Mutual Funds applies.

PART 4 ALTERNATIVE MONTHLY REPORTING SYSTEM

4.1 Exemption from the Early Warning Requirements - The early warning

requirements do not apply to an eligible institutional investor for a

reporting issuer if the eligible institutional investor

(

a) is not disqualified by

section 4.2 from filing reports under

this Part for the reporting issuer; and

(

b) either

(

i) intends to file reports under this Part for the reporting

issuer, if no reports are yet required to be filed; or

(ii) is not in arrears of filing reports under this Part for

the reporting issuer, if a report has been required by this Part to be

filed.

4.2 Disqualification - An eligible institutional investor shall not file

reports under this Part for a reporting issuer if the eligible

institutional investor, or a joint actor

(

a) makes or intends to make a formal bid for securities of the

reporting issuer; or

(

b) proposes or intends to propose a reorganization, amalgamation,

merger, arrangement or similar business combination with a reporting issuer

that if completed would reasonably be expected to result in the eligible

institutional investor, either alone or together with any joint actors,

possessing effective control over the reporting issuer or a successor to

all or a part of the business of the reporting issuer.

4.3 Reporting and Filing Requirements

(1) If an eligible institutional investor is relying on the

exemption in

section 4.1 for a reporting issuer and becomes disqualified

under

section 4.2 from filing, or no longer intends to file, reports under

this Part for the reporting issuer, the eligible institutional investor

shall

(

a) immediately issue and file a news release; and

(

b) within two business days after filing the news release,

file a report.

(2) The news release and report required by subsection (1) shall

contain the information required by Appendix F.

(3) An eligible institutional investor that is required to file a

report under subsection (1) for a reporting issuer is not exempt from the

early warning requirements for that reporting issuer as of the date on

which the news release required by subsection (1) is required to be filed.

(4) An eligible institutional investor that files reports under

this Part for a reporting issuer and that controls securities of the

reporting issuer that are owned by another entity shall

(

a) on request by the entity, promptly advise the entity of

the number of securities held on its behalf; and

(

b) if the eligible institutional investor has reason to

believe that the securityholding percentage of the entity in a class of

voting or equity securities of the reporting issuer equals 10 percent or

more, promptly advise the entity of the number of securities held on its

behalf.

4.4 Restrictions on Acquisitions - An eligible institutional investor

that has become disqualified under

section 4.2 from filing reports under

this Part for a reporting issuer, if the securityholding percentage of the

eligible institutional investor in a class of voting or equity securities

of the reporting issuer is 10 percent or more, shall not acquire ownership

of, or control over, any additional securities of the reporting issuer for

the period

(

a) starting at the time that the news release referred to in

paragraph 4.3(1)(

a) is required to be filed; and

(

b) ending 10 days after the news release is filed.

4.5 Filing Obligations under this Part - In order to rely on the

exemption provided by

section 4.1, an eligible institutional investor shall

file a report

(

a) within 10 days after the end of the month in which the eligible

institutional investor elected to begin to file reports for the reporting

issuer under this Part, if the securityholding percentage of the eligible

institutional investor in a class of voting or equity securities of the

reporting issuer at the end of the month is 10 percent or more;

(

b) within 10 days after the end of the month in which the

securityholding percentage of the eligible institutional investor in a

class of voting or equity securities of the reporting issuer, as at the end

of the month, increased to 10 percent or more;

(

c) within 10 days after the end of the month in which the

securityholding percentage of the eligible institutional investor in a

class of voting or equity securities of the reporting issuer, as at the end

of the month, increased or decreased past thresholds that are products of

whole numbers multiplied by 2.5 percent of the outstanding securities of

the class and that are in excess of 10 percent of the outstanding

securities of the class; and

(

d) within 10 days after the end of the month in which the

securityholding percentage of the eligible institutional investor in a

class of voting or equity securities of the reporting issuer, as at the end

of the month, decreased to less than 10 percent.

4.6 Change Reports - In addition to the filing requirements of

section

4.5, an eligible institutional investor shall file a report within 10 days

after the end of the month in which there has been a change in a material

fact contained in the report of the eligible institutional investor most

recently filed under this Part.

4.7 Contents of Reports

(1) A report filed under this Part shall contain the information

required by Appendix G.

(2) Despite subsection (1), a report filed under paragraph 4.5(

d) may be limited to

(

a) the name and address of the eligible institutional

investor;

(

b) the name of the reporting issuer and the designation and

number or principal amount of voting or equity securities of the reporting

issuer in respect of which the report is being filed and the

securityholding percentage of the eligible institutional investor in the

class of securities; and

(

c) a statement that the eligible institutional investor is

eligible to file reports under this Part.

4.8 Exemptions - The requirement to file a report under this Part does

not apply to a joint actor with an eligible institutional investor in

connection with a specific filing if

(

a) the eligible institutional investor files a report under this

Part at the time that the joint actor is required to file; and

(

b) the report discloses the information concerning the joint actor

required by this Instrument.

PART 5 AGGREGATION RELIEF

5.1 Separate Business Units - An eligible institutional investor, or an

affiliate or associate of an eligible institutional investor, that conducts

business or investment activities through business units may, for the

purposes of the applicable provisions and securities legislation related to

the applicable

definitions, treat securities that are owned or controlled

through a business unit, or securities into which those securities are

convertible, exerciseable or exchangeable, separately from securities owned

or controlled through any other of its business units if

(

a) decisions on each of the acquisition, disposition, holding or

voting of the securities owned or controlled by a business unit are made in

all circumstances by that business unit;

(

b) the business unit is not a joint actor with any other business

unit with respect to the securities, determined without regard to the

presumption in securities legislation that an associate or affiliate of an

offeror is presumed to be acting jointly or in concert with the offeror;

(

c) no entity that makes, advises on, participates in the

formulation of, or exercises influence over, decisions on the acquisition,

disposition, holding or voting of securities owned or controlled by or on

behalf of a business unit also makes, advises on, participates in the

formulation of or exercises influence over, decisions on the acquisition,

disposition, holding or voting of securities owned or controlled by or on

behalf of any other business unit, except for the purposes of

(

i) preparing research reports,

(ii) monitoring or ensuring compliance with regulatory

requirements, or

(iii) setting, monitoring or ensuring compliance with general

investment policies, guidelines, objectives or restrictions;

(

d) the eligible institutional investor or affiliate or associate

has reasonable grounds for believing that each business unit complies with

the applicable provisions and securities legislation related to the

applicable

definitions in connection with the securities owned or

controlled by the business unit;

(

e) the eligible institutional investor or affiliate or associate

has taken reasonable steps to ensure that each business unit complies with

the requirements of this Part; and

(

f) the eligible institutional investor or affiliate or associate

complies with

section 5.3.

5.2 Securities Held by an Investment Fund - An eligible institutional

investor, or an affiliate or associate of an eligible institutional

investor, may, for the purposes of the applicable provisions and securities

legislation related to the applicable

definitions, treat securities owned

or controlled by an investment fund over which the eligible institutional

investor, affiliate or associate exercises or shares control, or securities

into which those securities are convertible, exercisable or exchangeable,

separately from other securities owned or controlled by the eligible

institutional investor or affiliate or associate if

(

a) the investment fund is not a private mutual fund;

(

b) a portfolio adviser manages the investment fund on behalf of

the eligible institutional investor under a written agreement;

(

c) the portfolio adviser has been identified as managing the

investment fund in a document provided to an investor;

(

d) none of the eligible institutional investor, its affiliates or

associates, or a director, officer, partner, employee or agent of the

eligible institutional investor or its affiliates or associates, makes,

advises on, participates in the formulation of, or exercises influence

over, decisions made by the portfolio adviser on the acquisition,

disposition, holding or voting of securities, except for the purposes of

(

i) preparing research reports,

(ii) monitoring or ensuring compliance with regulatory

requirements, or

(iii) setting, monitoring or ensuring compliance with general

investment policies, guidelines, objectives or restrictions;

(

e) the eligible institutional investor or affiliate or associate

has reasonable grounds for believing that the portfolio adviser complies

with the applicable provisions and securities legislation related to the

applicable

definitions in connection with securities owned or controlled by

the investment fund;

(

f) the portfolio adviser neither controls nor is controlled by the

eligible institutional investor or an affiliate or associate of the

eligible institutional investor; and

(

g) the eligible institutional investor or affiliate or associate

complies with

section 5.3.

5.3 Reporting and Record Keeping

(1) In addition to the requirements of sections 5.1 and 5.2, in

order to rely on

section 5.1 or 5.2, an eligible institutional investor or

an affiliate or associate shall indicate in any document released or filed

under the applicable provisions or securities legislation related to the

applicable

definitions

(

a) its reliance on either

section 5.1 or 5.2;

(

b) the identity of the business units or investment funds

for which ownership and control of the securities has been disclosed; and

(

c) the fact that securities owned or controlled by other

business units or investment funds have not been, or may not have been,

disclosed.

(2) An eligible institutional investor or affiliate or associate

shall maintain records of the details concerning

(

a) business units of the entity that are treated separately,

by reason of

section 5.1, for the purposes of compliance with the

applicable provisions and securities legislation related to the applicable

definitions; and

(

b) investment funds whose ownership of, or control over,

securities are treated separately, by reason of

section 5.2, for the

purposes of compliance with the applicable provisions and securities

legislation related to the applicable

definitions.

5.4 No Requirement to Satisfy Insider Reporting Requirement - If an

eligible institutional investor, or an affiliate or associate of an

eligible institutional investor, is relying on this Part so that it is not

subject to the insider reporting requirement for a reporting issuer, then

every director or senior officer of the eligible institutional investor, or

of the affiliate or associate of an eligible institutional investor, who is

an insider of the reporting issuer solely as a result of being a director

or senior officer of the eligible institutional investor, or the affiliate

or associate of an eligible institutional investor, is not subject to the

insider reporting requirement for the reporting issuer.

PART 6 ISSUER ACTIONS

6.1 Issuer Actions

(1) An entity is exempt from the early warning requirements and the

obligation to report under

Part 4 in connection with an increase in the

securityholding percentage of the entity in a class of securities of a

reporting issuer that arises without any action being taken by the entity

and solely from

(

a) a reduction in outstanding securities that occurs as a

result of redemptions, retractions or other repurchases by the reporting

issuer, that affect or are offered to all securityholders of the relevant

class; or

(

b) a transaction effected under National Instrument 32-101

Small Securityholder Selling and Purchase Arrangements.

(2) An entity is exempt from the early warning requirements and the

obligation to report under

Part 4 in connection with a decrease in the

securityholding percentage of the entity in a class of securities of a

reporting issuer that arises without any action being taken by the entity

and solely from

(

a) an increase in outstanding securities that occurs as a

result of treasury issuances of securities by the reporting issuer; or

(

b) a transaction effected under National Instrument 32-101

Small Securityholder Selling and Purchase Arrangements.

(3) An entity may rely upon an exemption provided by this

section

in connection with a class of securities only until the entity undertakes

any transaction that changes the securityholding percentage of the entity

in that class of securities.

(4) An entity that undertakes a transaction described in subsection

(3) shall comply with the early warning requirements or

Part 4 in

connection with the class of securities referred to in that subsection in a

manner that reflects the changes in the securityholding percentage of the

entity in that class of securities since the last news release or report

made or filed under the early warning requirements or

Part 4.

PART 7 UNDERWRITING EXEMPTION

7.1 Underwriting Exemption - An entity is exempt from the early warning

requirements and the obligation to report under

Part 4 in respect of

securities owned by the entity in its capacity as underwriter or securities

into which those securities are convertible, or exerciseable or

exchangeable, during the underwriting period, if

(

a) the entity is engaged in the business of an underwriter of

securities; and

(

b) the entity or the issuer of the securities has issued and filed

a news release that

(

i) announces the proposed underwriting, and

(ii) identifies the reporting issuer and the designation and

number or principal amount of the securities underwritten.

PART 8 RELIEF FOR PLEDGEES

8.1 Relief for Pledgees

(1) For securities that are controlled by a person or company as a

pledgee, and any securities into which those securities are convertible,

exercisable or exchangeable, in either case that are pledged, mortgaged or

otherwise encumbered as collateral for a debt under a written pledge

agreement and in the ordinary course of the business of the person or

company, the person or company is exempt from the applicable provisions,

and those securities are not required to be taken into account for the

purposes of securities legislation related to the applicable

definitions.

(2) Subsection (1) does not apply at any time that the person or

company is legally entitled to dispose of the securities as pledgee for the

purpose of applying proceeds of realization in repayment of the secured

debt.

8.2 Further Relief for de minimis Pledgees

(1) Despite subsection 8.1(2), for securities that are controlled

by a person or company as a pledgee, and any securities into which those

securities are convertible, exercisable or exchangeable, in either case

that are or were pledged, mortgaged or otherwise encumbered as collateral

for a debt, under a written pledge agreement and in the ordinary course of

the business of the person or company, the person or company is exempt from

the applicable provisions, and those securities are not required to be

taken into account for the purposes of securities legislation related to

the applicable

definitions, even if the person or company is legally

entitled to dispose of the securities as pledgee for the purpose of

applying proceeds of realization in repayment of the secured debt, if

(

a) the principal amount of the debt, together with the

principal amount of all other debts of or guaranteed by the same borrower

to the person or company, does not exceed $2,000,000; and

(

b) the pledged securities, and securities into which the

pledged securities are convertible, exercisable or exchangeable, constitute

less than 10 percent of a class of voting or equity securities.

8.3 Corresponding Insider Reporting Relief - If a person or company is

exempt under

section 8.1 or 8.2 from the insider reporting requirement for

those securities of a reporting issuer that it controls as pledgee, every

director or senior officer of the person or company who is an insider of

the reporting issuer solely as a result of being a director or senior

officer of the person or company that is an insider of the reporting issuer

is exempt from the insider reporting requirement for those securities.

PART 9 INSIDER REPORTING EXEMPTION; EARLY WARNING DECREASE REPORTS

9.1 Insider Reporting Exemption; Early Warning Decrease Reports

(1) Subject to subsections (3) and (4), an eligible institutional

investor is exempt from the insider reporting requirement for a reporting

issuer if

(

a) the eligible institutional investor has filed the report

required under the early warning requirements or

Part 4 for the reporting

issuer in connection with the current securityholding percentage of the

eligible institutional investor in the classes of voting and equity

securities of the reporting issuer;

(

b) the eligible institutional investor is not disqualified

under

section 4.2 from filing reports under

Part 4;

(

c) the eligible institutional investor does not have

knowledge of any material fact or material change with respect to the

reporting issuer that has not been generally disclosed;

(

d) the eligible institutional investor does not receive in

the ordinary course of its business and investment activities knowledge of

any material fact or material change with respect to the reporting issuer

that has not been generally disclosed;

(

e) there are no directors or officers of the reporting

issuer who were, or could reasonably be seen to have been, selected,

nominated or designated by the eligible institutional investor or any joint

actor; and

(

f) the eligible institutional investor, either alone or

together with any joint actors, does not possess effective control of the

reporting issuer.

(2) An eligible institutional investor relying on the exemption in

subsection (1) shall maintain records that include the information that,

absent this section, would have been required to be included in a report

filed under the insider reporting requirement.

(3) Despite subsection (1), an eligible institutional investor that

is filing reports under the early warning requirements for a reporting

issuer, and whose securityholding percentage in a class of voting or equity

securities of the reporting issuer decreases by two percent or more, may

rely upon the exemption contained in subsection (1) for the reporting

issuer only if

(

a) the eligible institutional investor treats the decrease

as a change in a material fact for the purposes of securities legislation

pertaining to the early warning requirements; or

(

b) the decrease arose without any action being taken by the

eligible institutional investor and solely from an increase in outstanding

securities that occurred as a result of treasury issuances of securities by

the reporting issuer, and the eligible institutional investor has not

undertaken any transaction in respect of the class of securities since the

decrease.

(4) Despite subsection (1), an eligible institutional investor that

is an insider of a reporting issuer may not rely upon the exemption

contained in subsection (1) if

(

a) the eligible institutional investor, either alone or with

a joint actor or joint actors, purchased in the previous month, directly or

indirectly, 50 percent or more of all of the securities of a class that

were reported sold on stock exchanges, over-the-counter markets or both in

the previous month; or

(

b) the eligible institutional investor, either alone or with

a joint actor or joint actors, sold in the previous month, directly or

indirectly, 50 percent or more of all of the securities of a class that

were reported sold on stock exchanges, over-the-counter markets or both in

the previous month.

(5) If an eligible institutional investor is exempt under

subsection (1) from the insider reporting requirement for a reporting

issuer, every director or senior officer of the eligible institutional

investor who is an insider of the reporting issuer solely as a result of

being director or senior officer of the eligible institutional investor is

exempt from the insider reporting requirement for the reporting issuer.

PART 10 MORATORIUM RELIEF

10.1 Moratorium Relief

(1) An entity is exempt from the moratorium provisions in respect

of the acquisition of, or offers to acquire, securities, if those

acquisitions or offers are made by an investment manager acting on behalf

of the entity without the direction or prior knowledge of the entity.

(2) Subsection (1) does not apply to an investment manager acting

as principal.

(3) An entity is exempt from the moratorium provisions in respect

of any acquisitions of, or offers to acquire, securities made solely in its

capacity as an approved specialist, or market maker, recognized by a stock

exchange or an over-the-counter market that represents a published market

for the securities.

(4) An eligible institutional investor is exempt from the

moratorium provisions in respect of securities of a reporting issuer at any

time in which

(

a) the eligible institutional investor is using the

exemption in

section 4.1 in connection with filings relating to securities

of that reporting issuer; or

(

b) the eligible institutional investor is subject to the

restrictions contained in

section 4.4.

PART 11 EXEMPTIONS

11.1 Exemptions

(1) The regulator or the securities regulatory authority may grant

an exemption to this Instrument, in whole or in part, subject to such

conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario only the regulator may grant

such an exemption.

PART 12 EFFECTIVE DATE

12.1 Effective Date - This Instrument comes into force on March 15, 2000.

_______________

NATIONAL INSTRUMENT 62-103

APPENDIX A

CONTROL BLOCK DISTRIBUTION DEFINITION

JURISDICTION SECURITIES LEGISLATION REFERENCE

ALBERTA Clause 1(f)(iii) of the Securities Act (Alberta)

BRITISH COLUMBIA Paragraph (

c) of the definition of "distribution"

contained in subsection 1(1) of the Securities Act (British Columbia)

MANITOBA Paragraph 1(

b) of the definition of "primary distribution to

the public" contained in subsection 1(1) of the Securities Act (Manitoba)

NEW BRUNSWICK Paragraph (

b) of the definition of "primary distribution

to the public" contained in

section 1 of the Security Frauds Prevention Act

(New Brunswick)

NEWFOUNDLAND Clause 2(1)(l)(iii) of the Securities Act (Newfoundland)

NOVA SCOTIA Clause 2(1)(l)(iii) of the Securities Act (Nova Scotia)

ONTARIO Paragraph (

c) of the definition of "distribution" contained in

subsection 1(1) of the Securities Act (Ontario)

PRINCE EDWARD Clause 1(b.1)(iii) of the Securities Act (Prince Edward

Island)

ISLAND

SASKATCHEWAN Subclause 2(1)(r)(iii) of The Securities Act, 1988

(Saskatchewan)

_______________

NATIONAL INSTRUMENT 62-103

APPENDIX B

EARLY WARNING REQUIREMENTS

JURISDICTION SECURITIES LEGISLATION REFERENCE

ALBERTA Subsections 141(1), 141(2), and 141(3) of the Securities Act

(Alberta)

BRITISH COLUMBIA Subsections 111(1) and 111(2) of the Securities Act

(British Columbia)

MANITOBA Subsections 92(1) and 92(2) of the Securities Act (Manitoba)

NEWFOUNDLAND Subsections 102(1) and 102(2) of the Securities Act

(Newfoundland)

NOVA SCOTIA Subsections 107(1) and 107(2) of the Securities Act (Nova

Scotia)

ONTARIO Subsections 101(1) and 101(2) of the Securities Act (Ontario)

QUEBEC Sections 147.11 and 147.12 of the Securities Act (Quebec)

SASKATCHEWAN Subsections 110(1) and 110(2) of The Securities Act, 1988

(Saskatchewan)

_______________

NATIONAL INSTRUMENT 62-103

APPENDIX C

MORATORIUM PROVISIONS

JURISDICTION SECURITIES LEGISLATION REFERENCE

ALBERTA Subsection 141(4) of the Securities Act (Alberta)

BRITISH COLUMBIA Subsection 111(3) of the Securities Act (British

Columbia)

MANITOBA Subsection 92(3) of the Securities Act (Manitoba)

NEWFOUNDLAND Subsection 102(3) of the Securities Act (Newfoundland)

NOVA SCOTIA Subsection 107(3) of the Securities Act (Nova Scotia)

ONTARIO Subsection 101(3) of the Securities Act (Ontario)

QUEBEC

Section 147.14 of the Securities Act (Quebec)

SASKATCHEWAN Subsection 110(3) of The Securities Act, 1988

(Saskatchewan)

_______________

NATIONAL INSTRUMENT 62-103

APPENDIX D

SECURITY OWNERSHIP AND CONTROL PROVISIONS

JURISDICTION SECURITIES LEGISLATION REFERENCE

ALBERTA Sections 5 and 6, subsections 131(4), 131(5) and 131(6), and

section 131.1 of the Securities Act (Alberta)

BRITISH COLUMBIA Subsection 1(4) and sections 95 and 96 of the Securities

Act (British Columbia)

MANITOBA Subsections 1(6) and 1(7) and sections 81 and 82 of the

Securities Act (Manitoba)

NEWFOUNDLAND Subsections 2(5) and 2(6) and sections 91 and 92 of the

Securities Act (Newfoundland)

NOVA SCOTIA Subsections 2(5) and 2(6) and sections 96 and 97 of the

Securities Act (Nova Scotia)

ONTARIO Subsections 1(5) and 1(6) and sections 90 and 91 of the

Securities Act (Ontario)

QUEBEC Sections 111 and 112 of the Securities Act (Quebec)

SASKATCHEWAN Subsections 2(5) and 2(6) and sections 99 and 100 of The

Securities Act, 1988 (Saskatchewan)

_______________

APPENDIX E

REQUIRED DISCLOSURE

REQUIRED DISCLOSURE IN NEWS RELEASE FILED UNDER EARLY WARNING REQUIREMENTS

1. For each class of securities involved in a transaction or occurrence

giving rise to an obligation to file a news release under the early warning

requirements and, if applicable, for each class of voting or equity

securities into which the securities of the class are convertible,

exercisable or exchangeable, the news release shall include:

(

a) the name and address of the offeror;

(

b) the designation and number or principal amount of securities

and the offeror's securityholding percentage in the class of securities of

which the offeror acquired ownership or control in the transaction or

occurrence giving rise to the obligation to file the news release, and

whether it was ownership or control that was acquired in those

circumstances;

(

c) the designation and number or principal amount of securities

and the offeror's securityholding percentage in the class of securities

immediately after the transaction or occurrence giving rise to obligation

to file the news release;

(

d) the designation and number or principal amount of securities

and the percentage of outstanding securities of the class of securities

referred to in paragraph (

c) over which

(

i) the offeror, either alone or together with any joint

actors, has ownership and control,

(ii) the offeror, either alone or together with any joint

actors, has ownership but control is held by other persons or companies

other than the offeror or any joint actor, and

(iii) the offeror, either alone or together with any joint

actors, has exclusive or shared control but does not have ownership;

(

e) the name of the market in which the transaction or occurrence

that gave rise to the news release took place;

(

f) the purpose of the offeror and any joint actors in effecting

the transaction or occurrence that gave rise to the news release, including

any future intention to acquire ownership of, or control over, additional

securities of the reporting issuer;

(

g) the general nature and the material terms of any agreement,

other than lending arrangements, with respect to securities of the

reporting issuer entered into by the offeror, or any joint actor, and the

issuer of the securities or any other entity in connection with the

transaction or occurrence giving rise to the news release, including

agreements with respect to the acquisition, holding, disposition or voting

of any of the securities;

(

h) the names of any joint actors in connection with the disclosure

required by this Appendix;

(

i) in the case of a transaction or occurrence that did not take

place on a stock exchange or other market that represents a published

market for the securities, including an issuance from treasury, the nature

and value of the consideration paid by the offeror; and

(

j) if applicable, a description of any change in any material fact

set out in a previous report by the entity under the early warning

requirements or

Part 4 in respect of the reporting issuer's securities.

2. Despite paragraph (1)(b), an offeror may omit the securityholding

percentage from a news release if it is included in the corresponding

report filed under the early warning requirements and the change in

percentage would represent less than 1 percent of the class.

3. A news release may also include

(

a) information in addition to that required by this Instrument;

and

(

b) a declaration that the issuance of the news release is not an

admission that an entity named in the news release owns or controls any

described securities or is a joint actor with another named entity.

_______________

APPENDIX F

REQUIRED DISCLOSURE

REQUIRED DISCLOSURE IN NEWS RELEASE AND REPORT FILED BY AN ELIGIBLE

INSTITUTIONAL INVESTOR UNDER

SECTION 4.3

1. For each class of securities involved in an occurrence giving rise to

an obligation to file a news release under

section 4.3 and, if applicable,

for each class of voting or equity securities into which the securities of

the class are convertible, exercisable or exchangeable, the news release

shall include:

(

a) a statement that the eligible institutional investor is ceasing

to file reports under

Part 4 for the reporting issuer;

(

b) the reasons for doing so;

(

c) the name and address of the eligible institutional investor;

(

d) the designation and number or principal amount of securities

and the eligible institutional investor's securityholding percentage in the

class of securities immediately after the occurrence giving rise to

obligation to file the news release;

(

e) the designation and number or principal amount of securities

and the percentage of outstanding securities of the class of securities

referred to in paragraph (

d) over which

(

i) the eligible institutional investor, either alone or

together with any joint actors, has ownership and control,

(ii) the eligible institutional investor, either alone or

together with any joint actors, has ownership but control is held by other

persons or companies other than the eligible institutional investor or any

joint actor, and

(iii) the eligible institutional investor, either alone or

together with any joint actors, has exclusive or shared control but does

not have ownership;

(

f) the purpose of the eligible institutional investor and any

joint actors in effecting the occurrence that gave rise to the news

release, including any future intention to acquire ownership of, or control

over, additional securities of the reporting issuer;

(

g) the general nature and the material terms of any agreement,

other than lending arrangements, with respect to securities of the

reporting issuer entered into by the eligible institutional investor, or

any joint actor, and the issuer of the securities or any other entity in

connection with the occurrence giving rise to the news release, including

agreements with respect to the acquisition, holding, disposition or voting

of any of the securities;

(

h) the names of any joint actors in connection with the disclosure

required by this Appendix;

(

i) in the case of an occurrence that did not take place on a stock

exchange or other market that represents a published market for the

securities, including an issuance from treasury, the nature and value of

the consideration paid by the eligible institutional investor; and

(

j) if applicable, a description of any change in any material fact

set out in a previous report by the eligible institutional investor under

the early warning requirements or

Part 4 in respect of the reporting

issuer's securities.

2. A news release may also include

(

a) information in addition to that required by this Instrument;

and

(

b) a declaration that the issuance of the news release is not an

admission that an entity named in the news release owns or controls any

described securities or is a joint actor with another named entity.

_______________

APPENDIX G

REQUIRED DISCLOSURE

REQUIRED DISCLOSURE IN REPORT FILED BY AN ELIGIBLE INSTITUTIONAL INVESTOR

UNDER

PART 4

1. For each class of securities required to be reported upon under

Part

4, a report shall include:

(

a) the name and address of the eligible institutional investor;

(

b) the net increase or decrease in the number or principal amount

of securities, and in the eligible institutional investor's securityholding

percentage in the class of securities, since the last report filed by the

eligible institutional investor under

Part 4 or the early warning

requirements;

(

c) the designation and number or principal amount of securities

and the eligible institutional investor's securityholding percentage in the

class of securities at the end of the month for which the report is made;

(

d) the designation and number or principal amount of securities

and the percentage of outstanding securities referred to in paragraph (

c) over which

(

i) the eligible institutional investor, either alone or

together with any joint actors, has ownership and control,

(ii) the eligible institutional investor, either alone or

together with any joint actors, has ownership but control is held by other

entities other than the eligible institutional investor or any joint actor,

and

(iii) the eligible institutional investor, either alone or

together with any joint actors, has exclusive or shared control but does

not have ownership;

(

e) the purpose of the eligible institutional investor and any

joint actors in acquiring or disposing of ownership of, or control over,

the securities, including any future intention to acquire ownership of, or

control over, additional securities of the reporting issuer;

(

f) the general nature and the material terms of any agreement,

other than lending arrangements, with respect to securities of the

reporting issuer entered into by the eligible institutional investor, or

any joint actor, and the issuer of the securities or any other entity in

connection with any transaction or occurrence resulting in the change in

ownership or control giving rise to the report, including agreements with

respect to the acquisition, holding, disposition or voting of any of the

securities;

(

g) the names of any joint actors in connection with the disclosure

required by this Appendix;

(

h) if applicable, a description of any change in any material fact

set out in a previous report by the eligible institutional investor under

the early warning requirements or

Part 4 in respect of the reporting

issuer's securities; and

(

i) a statement that the eligible institutional investor is

eligible to file reports under

Part 4 in respect of the reporting issuer.

2. Despite paragraph (1)(b), an eligible institutional investor may omit

the securityholding percentage from a report if the change in percentage is

less than 1 percent of the class.

3. A report may also include

(

a) information in addition to that required by this Instrument;

and

(

b) a declaration that the filing of the report is not an admission

that an entity named in the report owns or controls any described

securities or is a joint actor with another named entity.

________________________________________________________________________

CONSEQUENTIAL AMENDMENTS TO ALBERTA SECURITIES COMMISSION RULES

SECTIONS 181.5 AND 181.7

As a result of the making of National Instrument 62-103 The Early Warning

System and Related Take-over Bid and Insider Reporting Issues as a

Commission rule, sections 181.5 and 181.7 of the Alberta Securities

Commission Rules are repealed, effective March 15, 2000.

________________________________________________________________________

AMENDMENTS TO

ALBERTA SECURITIES COMMISSION

RULES

SECTION 77(1)

Rule 77(1)(

d) is amended by adding to the beginning of that subsection:

except as required by subsection (e),

Rule 77(1) is amended by adding after subsection (d):

(

e) a mutual fund to which National Instrument 81-101 applies

shall be completed in accordance with National Instrument 81-101 and the

forms prescribed by National Instrument 81-101.

Effective Date:

The amendments to Alberta Securities Commission Rules

Section 77(1) will be

effective February 1, 2000.

TREASURY

NOTICE OF ISSUANCE OF LETTERS PATENT

(Loan and Trust Corporations Act)

Notice is hereby given that Letters Patent were issued to Alberta Capital

Trust Corporation on December 15, 1999.

T.S. Stroich, Director, Financial Institutions.

________________________________________________________________________

ADVERTISEMENTS

INSURANCE NOTICE

(Insurance Act)

AEGON INSURANCE COMPANY (U.K.) LIMITED

Notice is hereby given that Aegon Insurance Company (U.K.) Limited with

Canadian Head Office at 57 Lakeshore Road East, Suite 1, Mississauga,

Ontario L5G 1C9 has withdrawn from the Province of Alberta as at December

31, 1999.

Dated December 9, 1999.

1-2 E.G. Winn, Chief Agent.

_______________

AIG LIFE INSURANCE COMPANY OF CANADA

HARTFORD LIFE INSURANCE COMPANY OF CANADA

By virtue of an amalgamation effective September 30, 1999, AIG Life

Insurance Company of Canada has amalgamated with Hartford Life Insurance

Company of Canada, the continuing company being AIG Life Insurance Company

of Canada / La Compagnie D'Assurance-vie AIG Du Canada.

24-1

_______________

AMERICAN CREDIT INDEMNITY COMPANY

EULER AMERICAN CREDIT INDEMNITY COMPANY

By virtue of Revised Order from OSFI dated December 14, 1999, the name of

American Credit Indemnity Company was changed to Euler American Credit

Indemnity Company.

1-2

MILLENNIUM INSURANCE CORPORATION

Notice is hereby given that Millennium Insurance Corporation has taken out

a licence in the Province of Alberta and is authorized to transact the

following classes of Insurance:

Vehicle Warranty Insurance.

*Effective January 1, 2000

24-1 D.A. Wheaton, President.

*N.B. Effective date will be completed when licence is approved.

_______________

THE NON-MARINE UNDERWRITERS, MEMBERS OF

LLOYD'S, LONDON, ENGLAND

LLOYD'S UNDERWRITERS

By virtue of Office of the Superintendent of Financial Institutions amended

order to insure in Canada Risks dated October 1, 1999 the name of The

Non-Marine Underwriters, Members of Lloyd's, London, England was changed to

Lloyd's Underwriters.

1-2

_______________

RAIN AND HAIL INSURANCE CORPORATION

Notice is hereby given that Rain and Hail Insurance Corporation has taken

out a licence in the Province of Alberta and is authorized to transact the

following classes of Insurance:

Hail

*Effective January 1, 2000.

1-2 Robert Goeres, Vice President & Secretary.

*N.B. Effective date will be completed when licence is approved.

________________________________________________________________________

PUBLIC SALE OF LAND

(Municipal Government Act)

TOWN OF BARRHEAD

Notice is hereby given that under the provisions of the Municipal

Government Act, the Town of Barrhead will offer for sale, by public

auction, in the Town of Barrhead Administration Building, Barrhead, Alberta

on Tuesday, March 7, 2000 at 2:00 p.m. the following lands:

Lot Block Plan

14 13 278KS

4 16 8265 ET

The south westerly 50 feet in

perpendicular width of lot 8 10 8279 ET

Each parcel will be offered for sale subject to a reserve bid, and to the

reservations and conditions contained in the existing certificate of title.

Terms: Cash.

The Town of Barrhead may, after the public auction, become the owner of any

parcel of land that is not sold at the public auction.

Redemption may be effected by payment of all arrears of taxes and costs at

any time prior to the sale.

Dated at Barrhead, Alberta, December 22, 1999.

Gordon O. Lundy, Municipal Manager.

_______________

TOWN OF VIKING

Notice is hereby given that under the provisions of the Municipal

Government Act, the Town of Viking will offer for sale, by public auction,

in the Town Off