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Victoria, British Columbia, Canada

Licence

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Volume 47, No. 7

B.C. Reg. 107/2004

The British Columbia Gazette,

Part II

April 6, 2004

B.C. Reg. 107/2004, deposited March 24, 2004, pursuant

to the SECURITIES ACT [Section 184]. Order of the British Columbia

Securities Commission, dated March 23, 2004.

The British Columbia Securities Commission orders that, effective

March 30, 2004,

1 Multilateral Instrument 45-102 Resale of Securities , B.C. Reg. 269/2001,

is repealed.

2 Multilateral Instrument 45-102 Resale of Securities , set out in the

attached

Schedule A, is made.

3 Multilateral Instrument 45-103 Capital Raising Exemptions , B.C. 225/2003,

is amended as set out in

Schedule B.

4 National Instrument 13-101 System for Electronic Document Analysis and

Retrieval (SEDAR) , B.C. Reg. 378/96, is amended in

Part II B (

a) of Appendix A

(

a) by repealing item 15 and substituting the following:

15. Form 1 (Resale Rule) , and

(

b) by repealing items 16 and 17.

5 National Instrument 62-101 Control Block Distribution Issues , B.C. Reg. 81/2000,

is amended

(

a) in

section 1.1 by repealing the definition of "information

circular requirement" ,

(

b) in

section 2.1 (1) by striking out "and in Quebec

only, the information circular requirement,",

(

c) by repealing

section 2.2,

(

d) in Appendix A by repealing the following item:

QUEBEC

Policy Statement Q-12 Secondary Distribution through Solicitations under

the Securities Act (Quebec)

(

e) by repealing Appendix B, and

(

f) by repealing Appendix C.

— D. HYNDMAN, British Columbia Securities Commission.

Schedule A

Multilateral Instrument 45-102

RESALE OF SECURITIES

Table of Contents

Part 1 —

Definitions

1.1

Definitions

Part 2 — First Trade

2.1

Application

2.2

Removal of Resale Provisions

2.3

Section 2.5 Applies

2.4

Section 2.6 Applies

2.5

Restricted Period

2.6

Seasoning Period

2.7

Exemption for a Trade if the Issuer Becomes a Reporting Issuer after the Distribution Date

2.8

Exemption for a Trade by a Control Person

2.9

Determining Time Periods

2.10

Exemption for a Trade in an Underlying Security if the Convertible Security, Exchangeable Security or Multiple

Convertible Security Is Qualified by a Prospectus

2.11

Exemption for a Trade in a Security Acquired in a Take-over Bid or Issuer Bid

2.12

Exemption for a Trade in an Underlying Security if the Convertible Security, Exchangeable Security or Multiple

Convertible Security Is Qualified by a Securities Exchange Take-over Bid

Circular or Issuer Bid Circular

2.13

Trades by Underwriters

2.14

First Trades in Securities of a Non-reporting Issuer Distributed under a Prospectus Exemption

Part 3 — Exemption

3.1

Exemption

Part 4 — Effective Date

4.1

Effective Date

Appendix A

Appendix B

Appendix C

Appendix D

Appendix E

Appendix F

Form 45-102F1

MULTILATERAL INSTRUMENT 45-102

RESALE OF SECURITIES

Part

1 —

Definitions

1.1

Definitions — In this Instrument

"control distribution" means a trade described

in the provisions of securities legislation listed in Appendix A;

"convertible security" means a security of an issuer

that is convertible into, or carries the right of the holder to purchase or

otherwise acquire, or of the issuer to cause the purchase or acquisition of,

a security of the same issuer;

"distribution date" means

(

a) in respect of a trade that is not a control distribution,

the date the security that is the subject of the trade was distributed in reliance

on an exemption from the prospectus requirement by the issuer or, in the case

of a control distribution, by the selling security holder,

(

b) in respect of a trade that is a control distribution,

the date the security that is the subject of the trade was acquired by the selling

security holder,

(

c) in respect of a trade of an underlying security that

is not a control distribution, the date the convertible security, exchangeable

security or multiple convertible security that, directly or indirectly, entitled

or required the holder to acquire the underlying security was distributed in

reliance on an exemption from the prospectus requirement by the issuer or, in

the case of a control distribution, by the selling security holder, or

(

d) in respect of a trade of an underlying security that

is a control distribution, the date the convertible security, exchangeable security

or multiple convertible security that, directly or indirectly, entitled or required

the holder to acquire the underlying security was acquired by the selling security

holder;

"exchangeable security" means a security of an

issuer that is exchangeable for, or carries the right of the holder to purchase

or otherwise acquire, or of the issuer to cause the purchase or acquisition

of, a security of another issuer;

"former MI 45-102" means Multilateral Instrument

45-102 Resale of Securities that came into force on November 30, 2001;

"MI 45-102" or "this Instrument" means Multilateral

Instrument 45-102 Resale of Securities that came into force on March

30, 2004;

"MI 45-103" means Multilateral Instrument 45-103

Capital Raising Exemptions ;

"MI 45-105" means Multilateral Instrument 45-105

Trades to Employees, Senior Officers, Directors, and Consultants ;

"multiple convertible security" means a security

of an issuer that is convertible into, or exchangeable for, or carries the right

of the holder to purchase or otherwise acquire, or of the issuer to cause the

purchase or acquisition of, a convertible security, an exchangeable security

or another multiple convertible security;

"private company" has the meaning ascribed to that

term in securities legislation;

"private issuer" has the meaning ascribed to that

term in securities legislation except in Ontario where "private issuer" means

a person that

(

a) is not a reporting issuer or a mutual fund,

(

b) is an issuer all of whose issued and outstanding

shares

(

i) are subject to restrictions on transfer contained

in the constating documents of the issuer or one or more agreements among the

issuer and the holders of its securities; and

(ii) are beneficially owned, directly or indirectly,

by not more than 50 persons or companies, counting any two or more joint registered

holders as one beneficial owner, exclusive of persons

(

A) that are employed by the issuer or an affiliated

entity of the issuer, or

(

B) that beneficially owned, directly or indirectly,

shares of the issuer while employed by it or an affiliated entity of it and

at all times since ceasing to be so employed have continued to beneficially

own, directly or indirectly, at least one share of the issuer, and

(

c) has not distributed any securities to the public;

"SEDAR" has the meaning ascribed to that term in

National Instrument 13-101 System for Electronic Document Analysis and Retrieval

(SEDAR) ; and

"underlying security" means a security issued or

transferred, or to be issued or transferred, in accordance with the terms of

a convertible security, an exchangeable security or a multiple convertible security.

Part

2 — First Trades

2.1 Application — In Manitoba, New Brunswick

and the Yukon Territory, sections 2.2 to 2.7 and 2.10 to 2.14

do not apply.

2.2 Removal of Resale Provisions — In

Newfoundland and Labrador, Nova Scotia and Ontario, the provisions in securities

legislation listed in Appendix C, respectively, do not apply.

2.3

Section 2.5 Applies — If a security

was distributed under any of the provisions listed in Appendix D, the first

trade of that security is subject to

section 2.5.

2.4

Section 2.6 Applies — If a security

was distributed under any of the provisions listed in Appendix E, the first

trade of that security is subject to

section 2.6.

2.5 Restricted Period

(1) Unless the conditions in subsection (2) are satisfied,

a trade that is specified by

section 2.3 or other securities legislation

to be subject to this

section is a distribution.

(2) Subject to subsection (3), for the purposes of subsection

(1) the conditions are:

1. The issuer is and has been a reporting issuer in a

jurisdiction of Canada for the four months immediately preceding the trade.

2. At least four months have elapsed from the distribution

date.

3. If the distribution date is on or after March 30, 2004

and

(

a) the issuer is a reporting issuer on the distribution

date, the certificate representing the security carries a legend, or an ownership

statement issued under a direct registration system or other electronic book-entry

system acceptable to the regulator bears a legend restriction notation, stating:

"Unless permitted under securities legislation, the holder

of this security must not trade the security before [ insert the date that

is 4 months and a day after the distribution date ]."

(

b) the issuer is not a reporting issuer on the distribution

date, the certificate representing the security carries a legend, or an ownership

statement issued under a direct registration system or other electronic book-entry

system acceptable to the regulator bears a legend restriction notation, stating:

"Unless permitted under securities legislation, the holder

of this security must not trade the security before the date that is 4 months

and a day after the later of (i) [ insert the distribution date ],

and (ii) the date the issuer became a reporting issuer in any province

or territory."

4. The trade is not a control distribution.

5. No unusual effort is made to prepare the market or

to create a demand for the security that is the subject of the trade.

6. No extraordinary commission or consideration is paid

to a person or company in respect of the trade.

7. If the selling security holder is an insider or officer

of the issuer, the selling security holder has no reasonable grounds to believe

that the issuer is in default of securities legislation.

(3) Item 3. (

a) of subsection (2) does not apply to a

trade of an underlying security if the certificate representing the underlying

security or the ownership statement issued under a direct registration book-entry

system or other electronic system acceptable to the regulator, is issued at

least four months after the distribution date.

2.6 Seasoning Period

(1) Unless the conditions in subsection (3) are satisfied, a trade that is specified by

section 2.4 or other securities legislation to be subject to this

section is a distribution.

(2) The first trade of securities issued by a private

company or private issuer made after the issuer has ceased to be a private company

or private issuer is a distribution unless the conditions in subsection

(3) are satisfied.

(3) For the purposes of subsections (1) and (2), the conditions are:

1. The issuer is and has been a reporting issuer in a

jurisdiction of Canada for the four months immediately preceding the trade.

2. The trade is not a control distribution.

3. No unusual effort is made to prepare the market or

to create a demand for the security that is the subject of the trade.

4. No extraordinary commission or consideration is paid

to a person or company in respect of the trade.

5. If the selling security holder is an insider or officer

of the issuer, the selling security holder has no reasonable grounds to believe

that the issuer is in default of securities legislation.

2.7 Exemption for a Trade if the Issuer Becomes

a Reporting Issuer after the Distribution Date

(1) Item 1. of subsection 2.5 (2) does not apply if the

issuer became a reporting issuer after the distribution date by filing a prospectus

in a jurisdiction listed in Appendix B and is a reporting issuer in a jurisdiction

of Canada at the time of the trade.

(2) Item 1. of subsection 2.6 (3) does not apply if the

issuer became a reporting issuer after the distribution date by filing a prospectus

in a jurisdiction listed in Appendix B and is a reporting issuer in a jurisdiction

of Canada at the time of the trade.

(3) Item 1. of subsection 2.8 (2) does not apply if the

issuer became a reporting issuer after the distribution date by filing a prospectus

in a jurisdiction listed in Appendix B and is a reporting issuer in a jurisdiction

of Canada at the time of the trade.

2.8 Exemption for a Trade by a Control Person

(1) The prospectus requirement does not apply to a control

distribution, or a distribution by a lender, pledgee, mortgagee or other encumbrancer

for the purpose of liquidating a debt made in good faith by selling or offering

for sale a security pledged, mortgaged or otherwise encumbered in good faith

as collateral for the debt if the security was acquired by the lender, pledgee,

mortgagee or other encumbrancer in a control distribution, if the conditions

in subsection (2) are satisfied.

(2) For the purposes of subsection (1), the conditions are:

1. The issuer is and has been a reporting issuer in a

jurisdiction of Canada for the four months immediately preceding the trade.

2. The selling security holder, or the lender, pledgee,

mortgagee or other encumbrancer if the distribution is for the purpose of liquidating

a debt, has held the securities for at least four months.

3. No unusual effort is made to prepare the market or

to create a demand for the security that is the subject of the trade.

4. No extraordinary commission or consideration is paid

to a person or company in respect of the trade.

5. The selling security holder has no reasonable grounds

to believe that the issuer is in default of securities legislation.

(3) The selling security holder, or the lender, pledgee,

mortgagee or other encumbrancer if the distribution is for the purpose of liquidating

a debt, under subsection (2) must

(

a) sign Form 45-102F1 no earlier than one business day

before the form is filed;

(

b) file Form 45-102F1 on SEDAR at least seven days before

the first trade of the securities that is part of the distribution; and

(

c) file, within three days after the completion of any

trade, an insider report prepared in accordance with either Form 55-102F2 or

Form 55-102F6 under National Instrument 55-102 System for Electronic Disclosure

by Insiders (SEDI) .

(4) A Form 45-102F1 filed under subsection (3) expires thirty days from the date the form was filed.

(5) If a person or company filed a Form 45-102F3 or a

renewal Form 45-102F3 under former MI 45-102 before March 30, 2004,

the person or company is not subject to subsection (3) until 30 days

after the date the Form 45-102F3 or the renewal Form 45-102F3 was filed.

2.9 Determining Time Periods

(1) In determining the period of time that an issuer

was a reporting issuer for the purposes of

section 2.5, 2.6 or 2.8,

if the issuer was a party to an amalgamation, merger, continuation or arrangement,

the selling security holder may include the period of time that one of the parties

to the amalgamation, merger, continuation or arrangement was a reporting issuer

in a jurisdiction of Canada immediately before the amalgamation, merger, continuation

or arrangement to determine the period of time it has been a reporting issuer

in a jurisdiction of Canada.

(2) In determining the period of time that a selling

security holder has held a security for the purposes of

section 2.5 or 2.8,

if the selling security holder acquired the security from an affiliate of the

selling security holder, the selling security holder may include the period

of time that the affiliate held the security.

(3) In determining the period of time that a selling

security holder has held an underlying security for the purposes of

section 2.8,

the selling security holder may include the period of time the selling security

holder held the convertible security, exchangeable security or multiple convertible

security.

(4) In determining the period of time that a lender,

pledgee, mortgagee or other encumbrancer has held a security under item 2

of subsection 2.8 (2), the selling security holder may include the

period of time the debtor held the security.

(5) In determining the period of time that a lender,

pledgee, mortgagee or other encumbrancer has held an underlying security under

item 2 of subsection 2.8 (2), the selling security holder may include

the period of time the debtor held the convertible security, exchangeable security

or multiple convertible security.

2.10 Exemption for a Trade in an Underlying Security

if the Convertible Security, Exchangeable Security or Multiple Convertible Security

Is Qualified by a Prospectus —

Section 2.6 does not apply to

a trade in an underlying security issued or transferred under the terms of a

convertible security, exchangeable security or multiple convertible security if

(

a) a receipt was obtained for a prospectus qualifying the distribution of the convertible security, exchangeable security or multiple convertible security;

(

b) the trade is not a control distribution; and

(

c) the issuer of the underlying security is a reporting issuer at the time of the trade.

2.11 Exemption for a Trade in a Security Acquired

in a Take-over Bid or Issuer Bid —

Section 2.6 does not apply

to a trade of a security of an offeror if

(

a) a securities exchange take-over bid circular or securities exchange issuer bid circular relating to the distribution of the security was filed by the offeror on SEDAR;

(

b) the trade is not a control distribution; and

(

c) the offeror was a reporting issuer on the date the securities of the offeree issuer were first taken up under the take-over bid or issuer bid.

2.12 Exemption for a Trade in an Underlying Security

if the Convertible Security, Exchangeable Security or Multiple Convertible Security

Is Qualified by a Securities Exchange Take-over Bid Circular or Issuer Bid Circular

Section 2.6 does not apply to a trade in an underlying security

issued or transferred under the terms of a convertible security, exchangeable

security or multiple convertible security if

(

a) a securities exchange take-over bid circular or a securities exchange issuer bid circular relating to the distribution of the convertible security, exchangeable security or multiple convertible security was filed by the offeror on SEDAR;

(

b) the trade is not a control distribution;

(

c) the offeror was a reporting issuer on the date the

securities of the offeree issuer were first taken up under the take-over bid

or issuer bid; and

(

d) the issuer of the underlying security is a reporting issuer at the time of the trade.

2.13 Trades by Underwriters — A trade

by an underwriter of securities distributed under any of the provisions listed

in Appendix F is a distribution.

2.14 First Trades in Securities of a Non-reporting

Issuer Distributed under a Prospectus Exemption

(1) The prospectus requirement does not apply to the

first trade of a security distributed under an exemption from the prospectus

requirement if

(

a) the issuer of the security

(

i) was not a reporting issuer in any jurisdiction of

Canada at the distribution date, or

(ii) is not a reporting issuer in any jurisdiction of

Canada at the date of the trade;

(

b) at the distribution date, after giving effect to

the issue of the security and any other securities of the same class or series

that were issued at the same time as or as part of the same distribution as

the security, residents of Canada

(

i) did not own directly or indirectly more than 10 per

cent of the outstanding securities of the class or series, and

(ii) did not represent in number more than 10 per cent

of the total number of owners directly or indirectly of securities of the class

or series; and

(

c) the trade is made

(

i) through an exchange, or a market, outside of Canada,

(ii) to a person or company outside of Canada.

(2) The prospectus requirement does not apply to the

first trade of an underlying security if

(

a) the convertible security, exchangeable security or

multiple convertible security that, directly or indirectly, entitled or required

the holder to acquire the underlying security was distributed under an exemption

from the prospectus requirement;

(

b) the issuer of the underlying security

(

i) was not a reporting issuer in any jurisdiction of

Canada at the distribution date of the convertible security, exchangeable security

or multiple convertible security, or

(ii) is not a reporting issuer in any jurisdiction of

Canada at the date of the trade;

(

c) the conditions in paragraph (1) (

b) would have been

satisfied for the underlying security at the time of the initial distribution

of the convertible security, exchangeable security or multiple convertible security; and

(

d) the condition in paragraph (1) (

c) is satisfied.

Part

3 — Exemption

3.1 Exemption

(1) The regulator or the securities regulatory authority may grant an exemption from 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 30, 2004.

Appendix A

MULTILATERAL INSTRUMENT 45-102

RESALE OF SECURITIES

CONTROL DISTRIBUTIONS

JURISDICTION

SECURITIES LEGISLATION REFERENCE

Alberta

Definition of "control person" in

section 1 (

l) and subclause (iii)

of the definition of "distribution" contained in

section 1 (

p) of the Securities Act (Alberta)

British Columbia

Paragraph (

c) of the definition of "distribution" contained in

section 1 (1)

of the Securities Act (British Columbia)

Manitoba

Paragraph (

b) of the definition of "primary distribution to the public"

contained in subsection 1 (1) of the Securities Act

(Manitoba)

Newfoundland and Labrador

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

and Labrador)

Northwest Territories

Definition of "control person" and paragraph (iii) of the definition

of "distribution" contained in subsection 1 (1) of Blanket

Order No. 1 of the Registrar of Securities.

Nova Scotia

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

Nunavut

Definition of "control person" and paragraph (iii) of the definition

of "distribution" contained in subsection 1 (1) of Blanket

Order No. 1 of the Registrar of Securities.

Ontario

Paragraph (

c) of the definition of "distribution" contained in subsection 1

(1) of the Securities Act (Ontario)

Prince Edward Island

Clause (iii) of the definition of "distribution" in

section 1

of the Securities Act (Prince Edward Island)

Saskatchewan

Subclauses 2 (1) (r) (iii), (iv) and (

v) of The

Securities Act, 1988 (Saskatchewan)

Appendix B

MULTILATERAL INSTRUMENT 45-102

RESALE OF SECURITIES

REPORTING ISSUER JURISDICTIONS

Alberta

British Columbia

Manitoba

Nova Scotia

Ontario

Quebec

Saskatchewan

Appendix C

MULTILATERAL INSTRUMENT 45-102

RESALE OF SECURITIES

NON-APPLICABLE RESALE PROVISIONS

(Section 2.2)

JURISDICTION

SECURITIES LEGISLATION REFERENCE

Newfoundland and Labrador

Clause 54 (5) (a), subsections 54 (7), 54 (9), 54 (10),

73 (4), 73 (5), 73 (6) as it relates to clause 72 (1) (r),

73 (7) but not as it relates to subsection 54 (6) and 54 (7),

73 (12), 73 (18), 73 (19) and 73 (24) of the Securities

Act (Newfoundland and Labrador)

Nova Scotia

Subsections 77 (5), 77 (6), 77 (7), 77 (7A), 77 (7B),

77 (8), 77 (9), 77 (10) (

a) and 77 (11) of the

Securities Act (Nova Scotia)

Ontario

Subsections 72 (4), 72 (5), 72 (6) as it relates to clause

72 (1) (r), and 72 (7) of the Securities Act (Ontario)

Appendix D

MULTILATERAL INSTRUMENT 45-102

RESALE OF SECURITIES

RESTRICTED PERIOD TRADES

(Section 2.3)

Sections 131 (1), (b), (c), (

l) and (

m) of the Securities Act

(Alberta)

Section 122 (

d) and

section 122.2 of the Alberta Securities Commission

Rules,

section 3.1 of Alberta Securities Commission Rule 72-501 Distributions

to Purchasers Outside Alberta , subsections 3.1 (2), 4.1 (2),

4.1 (4), and 5.1 (2) of MI 45-103 or an exemption from the prospectus

requirement that specifies that the first trade is subject to

section 2.5

of MI 45-102

Section 131 (1) (f) (iii) of the Securities Act (Alberta)

if the right to purchase, convert or exchange was previously acquired under

one of the above-listed exemptions under the Securities Act (Alberta),

the Alberta Securities Commission Rules or MI 45-103, or under an exemption

from the prospectus requirement that specifies that the first trade is subject

section 2.5 of MI 45-102

Sections 74 (2) (1) to (6), (16), (18), (19), (23) and

(25) of the Securities Act (British Columbia)

Sections 128 (a), (b), (c), (e), (

f) and (

h) of the Securities Rules

(British Columbia) and subsections 3.1 (2), 4.1 (2), 4.1 (4),

and 5.1 (2) of MI 45-103 or an exemption from the prospectus requirement

that specifies that the first trade is subject to

section 2.5 of MI 45-102

Sections 74 (2) (11) (ii), 74 (2) (11) (iii)

and 74 (2) (13) of the Securities Act (British Columbia)

if the security acquired by the selling security holder or the right to purchase,

convert or exchange or otherwise acquire, was initially acquired by a person

or company under any of the sections of the Securities Act (British Columbia),

the Securities Rules (British Columbia) or MI 45-103 referred to in

this Appendix, or under an exemption from the prospectus requirement that specifies

that the first trade is subject to

section 2.5 of MI 45-102

Section 74 (2) (12) of the Securities Act (British Columbia)

if the security acquired by the selling security holder under the realization

on collateral was initially acquired by a person or company under any of the

sections of the Securities Act (British Columbia), the Securities

Rules (British Columbia) or MI 45-103 referred to in this Appendix,

or under an exemption from the prospectus requirement that specifies that the

first trade is subject to

section 2.5 of MI 45-102

Clauses 54 (3) (

f) and (

g) and 73 (1) (a), (b), (c), (d),

(h), (l), (m), (

p) and (

q) of the Securities Act (Newfoundland

and Labrador), subsections 3.1 (2), 4.1 (2), 4.1 (4), and 5.1

(2) of MI 45-103, or an exemption from the prospectus requirement that specifies

that the first trade is subject to

section 2.5 of MI 45-102

Subclause 73 (1) (f) (iii) of the Securities Act (Newfoundland

and Labrador) if the right to purchase, convert or exchange was previously acquired

under one of the above-listed exemptions under the Securities Act

(Newfoundland and Labrador) or MI 45-103, or under an exemption from the

prospectus requirement that specifies that the first trade is subject to

section 2.5

of MI 45-102

Paragraphs 3 (a), (b), (c), (k), (l), (m), (r), (s), (t), (u), (

w) and (

z) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories),

subsections 3.1 (2), 4.1 (2), 4.1 (4), 5.1 (2) of MI 45-103

or an exemption from the prospectus requirement that specifies that the first

trade is subject to

section 2.5 of MI 45-102

Subparagraph 3 (e) (iii) of Blanket Order No. 1 of the Registrar

of Securities (Northwest Territories) if the right to purchase, convert or exchange

was previously acquired under one of the above-listed exemptions under Blanket

Order No. 1 of the Registrar of Securities (Northwest Territories) or MI 45-103,

or under an exemption from the prospectus requirement that specifies that the

first trade is subject to

section 2.5 of MI 45-102

Clauses 77 (1) (a), (b), (c), (d), (l), (m), (p), (q), (u), (w),

(y), (ab) and (ad) of the Securities Act (Nova Scotia), subsections 3.1 (2),

4.1 (2), 4.1 (4), and 5.1 (2) of MI 45-103 or an exemption

from the prospectus requirement that specifies that the first trade is subject

section 2.5 of MI 45-102

Subclause 77 (1) (f) (iii) of the Securities Act (Nova

Scotia) if the right to purchase, convert or exchange was previously acquired

under one of the above-listed exemptions under the Securities Act

(Nova Scotia) or MI 45-103, or under an exemption from the prospectus requirement

that specifies that the first trade is subject to

section 2.5 of MI 45-102

Paragraphs 3 (a), (b), (c), (k), (l), (m), (r), (s), (t), (u), (

w) and (

z) of Blanket Order No. 1 of the Registrar of Securities (Nunavut), subsections

3.1 (2), 4.1 (2), 4.1 (4), and 5.1 (2) of MI 45-103

or an exemption from the prospectus requirement that specifies that the first

trade is subject to

section 2.5 of MI 45-102

Subparagraph 3 (e) (iii) of Blanket Order No. 1 of the Registrar

of Securities (Nunavut) if the right to purchase, convert or exchange was previously

acquired under one of the above-listed exemptions under Blanket Order No. 1

of the Registrar of Securities (Nunavut) or MI 45-103, or under an exemption

from the prospectus requirement that specifies that the first trade is subject

section 2.5 of MI 45-102

Clauses 72 (1) (a), (b), (c), (d), (l), (m), (

p) and (

q) of

the Securities Act (Ontario) and subclause 72 (1) (f) (iii)

of the Securities Act (Ontario) if the right to purchase, convert or

exchange was previously acquired under one of the above-listed exemptions under

the Securities Act (Ontario), or an exemption from the prospectus

requirement that specifies that the first trade is subject to

section 2.5

of MI 45-102

Clauses 13 (1) (a), (b), (c), (

g) and (

i) of the Securities

Act (Prince Edward Island), subsections 3.1 2), 4.1 (2),

4.1 (4), and 5.1 (2) of MI 45-103 or under an exemption from

the prospectus requirement that specifies that the first trade is subject to

section 2.5 of MI 45-102

Subclause 13 (1) (e) (iii) of the Securities Act (Prince

Edward Island) if the right to purchase, convert or exchange was previously

acquired under one the above-listed exemptions under the Securities Act

(Prince Edward Island) or under an exemption from the prospectus requirement

that specifies that the first trade is subject to

section 2.5 of MI 45-102

Clauses 81 (1) (a), (b), (c), (d), (m), (n), (s), (t), (v), (w),

(z), (bb) and (ee) of The Securities Act, 1988 (Saskatchewan) and

subsections 3.1 (2), 4.1 (2), 4.1 (4), and 5.1

(2) of MI 45-103 or under an exemption from the prospectus requirement that

specifies that the first trade is subject to

section 2.5 of MI 45-102

Subclauses 81 (1) (f) (iii) and (iv) of The Securities Act,

1988 (Saskatchewan) if the convertible security, exchangeable security or

multiple convertible security was acquired under one of the exemptions of The

Securities Act, 1988 (Saskatchewan) or MI 45-103 referred to in this

Appendix or under an exemption from the prospectus requirement that specifies

that the first trade is subject to

section 2.5 of MI 45-102

Clause 81 (1) (

e) of The Securities Act, 1988 (Saskatchewan)

if the person or company from whom the securities were acquired obtained the

securities under one of the exemptions of The Securities Act, 1988 (Saskatchewan)

referred to in this Appendix

Appendix E

MULTILATERAL INSTRUMENT 45-102

RESALE OF SECURITIES

SEASONING PERIOD TRADES

(Section 2.4)

Section 131 (1) (

f) if not included in Appendix D of this Instrument,

sections 131 (h), (i), (j), (k), and (

y) of the Securities

Act (Alberta) [and sections 107 (1) (j.1) and (k.1)

prior to their repeal by

section 5 of the Securities Amendment Act,

1989 (Alberta)], subsection 2.1 (2) of MI 45-103 and sections 2.1,

2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the prospectus

requirement that specifies that the first trade is subject to

section 2.6

of MI 45-102

Section 74 (2) (11) (iii) if not included in Appendix D

or F and sections 74 (2) (7), (8) if not included in Appendix F,

(9) to (11), (13), (22) and (24) of the Securities Act

(British Columbia)

Section 128 (

g) of the Securities Rules (British Columbia),

section 2.1 (2)

of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105

or under an exemption from the prospectus requirement that specifies that the

first trade is subject to

section 2.6 of MI 45-102

Section 74 (2) (12) of the Securities Act (British Columbia),

if the security acquired by the selling security holder under the realization

on collateral was initially acquired by a person or company under any of the

sections of the Securities Act (British Columbia), the Securities Rules

(British Columbia) or a multilateral instrument referred to in this Appendix

or under an exemption from the prospectus requirement that specifies that the

first trade is subject to

section 2.6 of MI 45-102

Clauses 54 (3) and 73 (1) (

f) if not included in Appendix D

or F of this Instrument, (

i) if not included in Appendix F, (j),

(

k) and (

n) of the Securities Act (Newfoundland and Labrador),

subsection 2.1 (2) of MI 45-103 and sections 2.1, 2.2, 2.3

and 2.4 of MI 45-105 or under an exemption from the prospectus requirement

that specifies that the first trade is subject to

section 2.6 of MI 45-102

Paragraphs 3 e), (f), (g), (h), (i), (n), (x), (

y) and (mm) of Blanket

Order No. 1 of the Registrar of Securities (Northwest Territories), except

for a trade made under subparagraph 3 (e) (iii) of Blanket Order

No. 1 of the Registrar of Securities (Northwest Territories) that is included

in Appendix D or F of this Instrument or a trade made under paragraph 3 (

g) that is included in Appendix F of this Instrument, subsection 2.1

(2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105

or under an exemption from the prospectus requirement that specifies that the

first trade is subject to

section 2.6 of MI 45-102

Clause 77 (1) (

f) of the Securities Act (Nova Scotia) if not

included in Appendix D or F of this Instrument, and clauses 77 (1) (h),

(

i) if not included in Appendix F, (j), (k), (n), (v), (va), (ac), (ae)

and (af) of the Securities Act (Nova Scotia), and clause 78 (1) (

a) of the Securities Act (Nova Scotia) as it relates to clause 41 (2) (

j) of the Securities Act (Nova Scotia) and Blanket Order No. 37,

38 if not included in Appendix F, 46 and 45-503 if not included in Appendix F,

subsection 2.1 (2) of MI 45-103 and sections 2.1, 2.2, 2.3

and 2.4 of MI 45-105 or under an exemption from the prospectus requirement

that specifies that the first trade is subject to

section 2.6 of MI 45-102

Paragraphs 3 (e), (f), (g), (h), (i), (n), (x), (

y) and (mm) of Blanket

Order No. 1 of the Registrar of Securities (Nunavut), except for a trade

made under subparagraph 3(e) (iii) of Blanket Order No. 1 of

the Registrar of Securities (Nunavut) that is included in Appendix D or F

of this Instrument or a trade made under paragraph 3 (

g) that is included

in Appendix F of this Instrument, subsection 2.1 (2) of MI 45-103

and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or under an exemption

from the prospectus requirement that specifies that the first trade is subject

section 2.6 of MI 45-102

Clauses 72 (1) (f), (

i) if not included in Appendix F, (j),

(

k) and (

n) of the Securities Act (Ontario), except for a trade

made under 72 (1) (f) (iii) of the Securities Act

(Ontario) that is:

(

i) included in Appendix D or F of this Instrument; or

(ii) contemplated by

section 6.5 of Ontario Securities

Commission Rule 45-501 Exempt Distributions

and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or an exemption

from the prospectus requirement that specifies that the first trade is subject

section 2.6 of MI 45-102

Clauses 13 (1) (

e) if not included in Appendix D or F of this

Instrument, (

f) if not included in Appendix F, (

h) and (

k) of the

Securities Act (Prince Edward Island) or

section 3.1 or 3.2

of Rule 45-501,

section 1.1 of Prince Edward Island Rule 45-502,

section 2.1 or 2.2 of Prince Edward Island Rule 45-506 or

section 2.1

or 2.2 of Prince Edward Island Rule 45-510, subsection 2.1

(2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105

or under an exemption from the prospectus requirement that specifies that the

first trade is subject to

section 2.6 of MI 45-102

Clauses 81 (1) (a.1), (

e) if not included in Appendix D of this

Instrument, (

f) if not included in Appendix D or F of this Instrument,

(f.1), (g), (h), (

i) if not included in Appendix F, (i.1), (j), (k), (o),

(cc) and (dd) of The Securities Act, 1988 (Saskatchewan), subsection 2.1

(2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105

or under an exemption from the prospectus requirement that specifies that the

first trade is subject to

section 2.6 of MI 45-102

Appendix F

MULTILATERAL INSTRUMENT 45-102

RESALE OF SECURITIES

UNDERWRITERS

(Section 2.13)

Section 74 (2) (15) of the Securities Act (British

Columbia) and

section 74 (2) (8) or 74 (2) (11) (iii)

of the Securities Act (British Columbia) if the original security

was acquired under

section 74 (2) (15) of the Securities Act

(British Columbia)

Clause 73 (1) (

r) of the Securities Act (Newfoundland

and Labrador) and

section 73 (1) (

i) or 73 (1) (f) (iii)

of the Securities Act (Newfoundland and Labrador) if the original

security was acquired under

section 73 (1) (

r) of the Securities Act

(Newfoundland and Labrador)

Paragraph 3 (

v) of Blanket Order No. 1 of the Registrar of Securities

(Northwest Territories) and paragraph 3 (

g) or subparagraph 3 (e) (iii)

of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories)

if the original security was acquired under paragraph 3 (

v) of Blanket

Order No. 1 of the Registrar of Securities (Northwest Territories)

Clause 77 (1) (

r) of the Securities Act (Nova Scotia) and

clause 77 (1) (

i) or 77 (1) (f) (iii) of

the Securities Act (Nova Scotia) or Blanket Order No. 38

or 45-503 if the original security was acquired under clause 77 (1) (

r) of the Securities Act (Nova Scotia)

Paragraph 3 (

v) of Blanket Order No. 1 of the Registrar of Securities

(Nunavut) and paragraph 3 (

g) or subparagraph 3 (e) (iii)

of Blanket Order No. 1 of the Registrar of Securities (Nunavut) if the

original security was acquired under paragraph 3 (

v) of Blanket Order

No. 1 of the Registrar of Securities (Nunavut)

Clause 72 (1) (

r) of the Securities Act (Ontario) and clause 72 (1) (f) (iii)

or 72 (1) (

i) if the original security was acquired under

section 72 (1) (

r) of the Securities Act (Ontario)

Section 2.1 of Prince Edward Island Rule 45-509 and subclause 13 (1) (e) (iii)

or clause 13 (1) (

f) of the Securities Act (Prince Edward

Island) or

section 1.1 of Prince Edward Island Rule 45-502 if the

original security was acquired under

section 2.1 of Prince Edward Island

Rule 45-509

Clause 81 (1) (

u) of The Securities Act, 1988 (Saskatchewan)

and clause 81 (1) (

i) or subclause 81 (1) (f) (iii)

of The Securities Act, 1988 (Saskatchewan) if the original security was

acquired under clause 81 (1) (

u) of The Securities Act, 1988

(Saskatchewan)

Form 45-102F1

Notice of Intention to Distribute Securities under

Section

2.8 of

MI 45-102 Resale of Securities

Reporting issuer

1. Name of reporting issuer:

Selling security holder

2. Your name:

3. The offices or positions you hold in the reporting issuer:

4. Are you selling securities as a lender, pledgee, mortgagee or other encumbrancer?

5. Number and class of securities of the reporting issuer you beneficially own:

Distribution

6. Number and class of securities you propose to sell:

7. Will you sell the securities privately or on an exchange or market? If on an exchange or market, provide the name.

Warning

It is an offence to submit information that, in a material respect and in

light of the circumstances in which it is submitted, is misleading or untrue.

Certificate

I certify that

(1) I have no knowledge of a material fact or material change with respect to the issuer of the securities that has not been generally disclosed; and

(2) the information given in this form is true and complete.

Date ...........................................

.........................................................................

Your name (Selling security holder)

.........................................................................

Your signature (or if a company, the

signature of your authorized signatory)

.........................................................................

Name of your authorized signatory

INSTRUCTION:

File this form electronically through SEDAR with the securities regulatory authority in each jurisdiction where you sell securities and with the Canadian exchange on which the securities are listed. Where the securities are being sold on an exchange, the form should be filed in every jurisdiction across Canada.

Notice to selling security holders — collection and use of personal information

The personal information required in this form is collected for and used by

the listed securities regulatory authorities to administer and enforce securities

legislation in their jurisdictions. This form is publicly available by authority

of Multilateral Instrument 45-102 and the securities legislation in each of

the jurisdictions. The personal information collected will not be used or disclosed

other than for the stated purposes without first obtaining your consent. Corporate

filers should seek the consent of any individuals whose personal information

appears in this form before filing this form.

If you have questions about the collection and use of your personal information, or the personal information of your authorized signatory, contact any of the securities regulatory authorities listed below.

Alberta Securities Commission

4th Floor, 300 - 5th Avenue SW

Calgary, AB T2P 3C4

Attention: Information Officer

Telephone: (403) 297-6454

Facsimile: (403) 297-6156

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, B.C. V7Y 1L2

Attention: Manager, Financial and Insider Reporting

Telephone: (604) 899-6730 or (800) 373-6393 (in B.C.)

Facsimile: (604) 899-6506

Securities Commission of Newfoundland and Labrador

P.O. Box 8700

2nd Floor, West Block

Confederation Building

75 O'Leary Avenue

St. John's NFLD A1B 4J6

Attention: Director of Securities

Telephone: (709) 729-4189

Facsimile: (709) 729-6187

Department of Justice, Northwest Territories

Legal Registries

P.O. Box 1320

1st Floor, 5009-49th Street

Yellowknife, NWT X1A 2L9

Attention: Director, Legal Registries

Telephone: (867) 873-7490

Facsimile: (867) 873-0243

Nova Scotia Securities Commission

2nd Floor, Joseph Howe Building

1690 Hollis Street

Halifax, NS B3J 3J9

Attention: Corporate Finance

Telephone: (902) 424-7768

Facsimile: (902) 424-4625

Department of Justice, Nunavut

Legal Registries Division

P.O. Box 1000 - Station 570

1st Floor, Brown Building

Iqaluit, NT X0A 0H0

Attention: Director, Legal Registries Division

Telephone: (867) 975-6190

Facsimile: (867) 975-6194

Ontario Securities Commission

Suite 1903, Box 55

20 Queen Street West

Toronto, ON M5H 3S8

Attention: Administrative Assistant to the Director of Corporate Finance

Telephone: (416) 593-8314

Facsimile: (416) 593-8177

Prince Edward Island Securities Office

Consumer, Corporate and Insurance Services Division

Office of the Attorney General

P.O. Box 2000

Charlottetown, PE C1A 7N8

Attention: Registrar of Securities

Telephone: (902) 368-4550

Fax: (902) 368-5283

Saskatchewan Financial Services Commission

Securities Division

6th Floor, 1919 Saskatchewan Drive

Regina, SK S4P 3V7

Attention: Deputy Director, Legal

Telephone: (306) 787-5879

Facsimile: (306) 787-5899

Schedule B

Section 1.1 of Multilateral Instrument 45-103 Capital Raising Exemptions, B.C. Reg. 225/2003, is amended

(

a) by adding the following

definitions:

"AIF" has the meaning ascribed to that term under

NI 51-102;

"CPC instrument" means a rule or regulation of

a jurisdiction of Canada or a rule, regulation or policy of an exchange in Canada

that applies only to capital pool companies; ,

(

b) in the definition of "control person" by adding

", Newfoundland and Labrador" after "Nunavut",

(

c) by adding the following

definitions:

"MD&A" has the meaning ascribed to that term

under NI 51-102;

"NI 51-102" means National Instrument 51-102 Continuous

Disclosure Obligations ; ,

(

d) by repealing the definition of "non-redeemable

investment fund" and substituting the following:

"non-redeemable investment fund" means an issuer

(

a) where contributions of security holders are pooled

for investment,

(

b) where security holders do not have day-to-day control

over the management and investment decisions of the issuer, whether or not they

have the right to be consulted or to give directions, and

(

c) whose securities do not entitle the security holder

to receive on demand, or within a specified period after demand, an amount computed

by reference to the value of a proportionate interest in the whole or in part

of the net assets of the issuer; ,

(

e) by repealing the definition of "qualifying issuer"

and substituting the following:

"qualifying issuer" means an issuer that

(

a) is a reporting issuer in a jurisdiction,

(

b) is an electronic filer under National Instrument

13-101 System for Electronic Document Analysis and Retrieval (SEDAR) ,

(

c) has filed all documents that it is required to file

under NI 51-102, National Instrument 43-101 Standards of Disclosure for Mineral

Projects and National Instrument 51-101 Standards of Disclosure for Oil

and Gas Activities,

(

d) if not a venture issuer, has filed in a jurisdiction

(

i) a prospectus (other than a prospectus filed under

a CPC instrument) but, since becoming a reporting issuer, has not yet filed

or been required to file an AIF or annual financial statements under NI 51-102, or

(ii) an AIF, MD&A and annual financial statements

under NI 51-102, and

(

e) if a venture issuer

(

i) has filed in a jurisdiction a prospectus, other than

a prospectus filed under a CPC instrument, but since becoming a reporting issuer

has not yet filed, or been required to file, annual financial statements under

NI 51-102,

(ii) has filed in a jurisdiction an information circular

or filing statement in respect of a qualifying transaction for a capital pool

company under a CPC instrument, but has not subsequently filed, or been required

to file, annual financial statements under NI 51-102, or

(iii) has filed in a jurisdiction

(

A) MD&A and annual financial statements under NI

51-102, and

(

B) an AIF in the form required by Form 51-102F2 with

copies of all material incorporated by reference in the AIF and not previously

filed; ,

(

f) by adding the following definition:

"venture issuer" has the meaning ascribed to that

term in NI 51-102.

Section 4.1 is amended

(

a) in subsections (1) and (2), by striking out "British

Columbia and Nova Scotia" and substituting "British Columbia, Nova Scotia, and

Newfoundland and Labrador,", and

(

b) in subsections (3) and (4), by striking out "Newfoundland

and Labrador,".

3 Subsection 6.4 (1) is amended

(

a) in paragraph (a), by striking out "listed in Appendix

B of MI 45-102: and substituting "of Canada",

(

b) by repealing paragraph (

b) and substituting the following:

(

b) if the issuer was not a reporting issuer in any jurisdiction

of Canada at the time the security was acquired, the security has been held

for at least 12 months, ,

(

c) by repealing paragraph (

c) and substituting the following:

(

c) the issuer of the security subsequently has filed

a prospectus with the securities regulatory authority in Manitoba with respect

to the security and has obtained a receipt for that prospectus, or , and

(

d) in paragraph (

d) by striking out "prospectus and

dealer registration requirements" and substituting "dealer registration requirement,

and in the case of a trade that would be subject to the prospectus requirement,

is made under an exemption from the prospectus requirement".

4 The following

Part is added:

Part 10 — Transitional Period

10.1 Transitional period

(1) In this Part, "original MI 45-102" means Multilateral

Instrument 45-102 Resale of Securities as it existed immediately before

its repeal on March 30, 2004.

(2) Despite the definition of qualifying issuer in

section

1.1 of this instrument, an issuer that was a qualifying issuer as that term

was defined in original MI 45-102 on March 29, 2004 will be considered

to be a qualifying issuer under this instrument until

(

a) in the case of a venture issuer, the date following

March 29, 2004 on which it first files or the date it is required to file under

NI 51-102, whichever is earlier, MD&A and annual financial statements, and

(

b) in the case of an issuer other than a venture issuer,

the date following March 29, 2004 that it first files or is required

to file an AIF, MD&A and annual financial statements under NI 51-102.

Copyright

© 2004: Queen's Printer, Victoria, British Columbia, Canada