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Volume 50, No. 25

B.C. Reg. 410/2007

The British Columbia Gazette,

Part II

December 31, 2007

B.C. Reg. 410/2007, deposited December 17, 2007, pursuant to the SECURITIES ACT [Section 184]. Order of the British Columbia Securities Commission, dated December 14, 2007.

The British Columbia Securities Commission orders that, effective December 31, 2007,

(

a) National Instrument 51-102 Continuous Disclosure Obligations , B.C. Reg. 110/2004, is amended as set out in Appendix A,

(

b) National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency , B.C. Reg. 108/2004, is amended as set out in the attached Appendix B,

(

c) Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings , B.C. Reg. 266/2005, is amended as set out in the attached Appendix C, and

(

d) National Instrument 58-101 Disclosure of Corporate Governance Practices , B.C. Reg. 241/2005, is amended as set out in the attached Appendix D.

— D. HYNDMAN, British Columbia Securities Commission.

Appendix A

National Instrument 51-102 Continuous Disclosure Obligations

Amendment Instrument

1 National Instrument 51-102 Continuous Disclosure Obligations is amended by this Instrument.

2 Subsection 1.1(1) is amended

(

a) in the definition of "approved rating organization" , by striking out "Dominion Bond Rating Service Limited" and substituting "DBRS Limited",

(

b) by repealing the definition of "investment fund" ,

(

c) by repealing the definition of "non-redeemable investment fund" , and

(

d) in the definition of "venture issuer" , by striking out "the market known as OFEX" and substituting "the PLUS markets operated by PLUS Markets Group plc".

3 Subparagraph 4.10 (2) (a) (ii) is repealed and the following substituted:

(ii) if the reporting issuer did not file a document referred to in subparagraph (i), or the document does not include the financial statements for the reverse takeover acquirer that would be required to be included in a prospectus, the financial statements prescribed under securities legislation and described in the form of prospectus that the reverse takeover acquirer was eligible to use prior to the reverse takeover for a distribution of securities in the jurisdiction; .

4 Form 51-102F2 is amended

(

a) by repealing subsection 10.2 (1) and substituting the following:

(1) If a director or executive officer of your company is, as at the date of the AIF, or was within 10 years before the date of the AIF, a director, chief executive officer or chief financial officer of any company (including your company), that

(

a) was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer, or

(

b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer,

state the fact and describe the basis on which the order was made and whether the order is still in effect.

(1.1) For the purposes of subsection (1), "order" means

(

a) a cease trade order;

(

b) an order similar to a cease trade order; or

(

c) an order that denied the relevant company access to any exemption under securities legislation,

that was in effect for a period of more than 30 consecutive days.

(1.2) If a director or executive officer of your company, or a shareholder holding a sufficient number of securities of your company to affect materially the control of your company

(

a) is, as at the date of the AIF, or has been within the 10 years before the date of the AIF, a director or executive officer of any company (including your company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact, or

(

b) has, within the 10 years before the date of the AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder, state the fact. ,

(

b) in Instruction (

i) after subsection 10.2 (3), by adding ", (1.2)" after "subsection (1)", wherever it appears,

(

c) by repealing Instruction (ii) after subsection 10.2 (3) and substituting the following:

(ii) A management cease trade order which applies to directors or executive officers of a company is an "order" for the purposes of paragraph 10.2 (1) (

a) and must be disclosed, whether or not the director, chief executive officer or chief financial officer was named in the order. ,

(

d) by adding the following as Instruction (iv) after Instruction (iii) following subsection 10.2 (3):

(iv) The disclosure in paragraph 10.2(1)(

a) only applies if the director or executive officer was a director, chief executive officer or chief financial officer when the order was issued against the company. You do not have to provide disclosure if the director or executive officer became a director, chief executive officer or chief financial officer after the order was issued. , and

(

e) by repealing

section 18.1 and substituting the following:

18.1 Additional Disclosure

For companies that are not required to send a Form 51-102F5 to any of their securityholders, disclose the information required under Items 6 to 10, 12 and 13 of Form-51-102F5, as modified below, if applicable:

Form 51-102F5 Reference

Modification

Item 6 — Voting Securities and

Principal Holders of Voting Securities

Include the disclosure specified in

section 6.1 without regard to the phrase "entitled to be voted at the meeting".

Do not include the disclosure specified in sections 6.2, 6.3 and 6.4. Include the

disclosure specified in

section 6.5.

Item 7 — Election of Directors

Disregard the

preamble of

section 7.1. Include the disclosure specified in

section 7.1 without regard to the word

"proposed"

throughout. Do not include the disclosure specified in

section 7.3.

Item 8 — Executive

Compensation

Disregard the

preamble and paragraphs (a), (

b) and (

c) of Item 8.

A company that does not send a management information circular to its securityholders must provide the

disclosure required by

Form 51-102F6.

Item 9 — Securities Authorized for

Issuance under Equity Compensation Plans

Disregard subsection 9.1 (1).

Item 10 — Indebtedness of Directors

and Executive

Officers

Include the disclosure specified throughout; however, replace the phrase "date of the information circular"

with "date of the AIF" throughout. Disregard paragraph 10.3 (a).

Item 12 — Appointment of Auditor

Name the auditor. If the auditor was first appointed within the last five years, state the date when the

auditor was first appointed.

5 Form 51-102F5 is amended

(

a) by repealing

section 7.2 and substituting the following:

7.2 If a proposed director

(

a) is, as at the date of the information circular, or has been, within 10 years before the date of the information circular, a director, chief executive officer or chief financial officer of any company (including the company in respect of which the information circular is being prepared) that

(

i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer,

state the fact and describe the basis on which the order was made and whether the order is still in effect;

(

b) is, as at the date of the information circular, or has been within 10 years before the date of the information circular, a director or executive officer of any company (including the company in respect of which the information circular is being prepared) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact; or

(

c) has, within the 10 years before the date of the information circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director, state the fact. ,

(

b) by repealing Instruction (ii) after

section 7.2.2 and substituting the following:

(ii) A management cease trade order which applies to directors or executive officers of a company is an "order" for the purposes of paragraph 7.2 (a) (

i) and must be disclosed, whether or not the proposed director was named in the order. ,

(

c) by adding the following as Instruction (iv) after

section 7.2.2:

(iv) The disclosure in paragraph 7.2(a)(

i) only applies if the proposed director was a director, chief executive officer or chief financial officer when the order was issued against the company. You do not have to provide disclosure if the proposed director became a director, chief executive officer or chief financial officer after the order was issued. , and

(

d) by adding the following as

section 7.2.3:

7.2.3 For the purposes of subsection 7.2(a), "order" means

(

a) a cease trade order;

(

b) an order similar to a cease trade order; or

(

c) an order that denied the relevant company access to any exemption under securities legislation,

that was in effect for a period of more than 30 consecutive days. , and

(

e) by repealing the last paragraph of

section 14.2 and substituting the following:

The disclosure must be the disclosure (including financial statements) prescribed under securities legislation and described in the form of prospectus that the entity would be eligible to use immediately prior to the sending and filing of the information circular in respect of the significant acquisition or restructuring transaction, for a distribution of securities in the jurisdiction.

Appendix B

Amendments to National Instrument 52-107 Acceptable

Accounting Principles, Auditing Standards and Reporting Currency

1 National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency is amended by this Instrument.

2 National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency is amended in

section 1.1 by repealing the definition of "investment fund" .

Appendix C

Amendments to Multilateral Instrument 52-109 Certification of

Disclosure in Issuers' Annual and Interim Filings

1 Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings is amended by this Instrument.

2 Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings is amended in

section 1.1 by repealing the definition of "investment fund" .

Appendix D

Amendments to National Instrument 58-101 Disclosure of

Corporate Governance Practices

1 National Instrument 58-101 Disclosure of Corporate Governance Practices is amended by this Instrument.

2 National Instrument 58-101 Disclosure of Corporate Governance Practices is amended

(

a) in

section 1.1

(

i) by repealing the definition of "AIF" and substituting the following:

"AIF" has the same meaning as in NI 51-102; ,

(ii) adding the following definition of "asset-backed security" :

"asset-backed security" has the same meaning as in NI 51-102; ,

(iii) repealing the definition of "executive officer" and substituting the following:

"executive officer" has the same meaning as in NI 51-102; ,

(iv) repealing the definition of "MD&A" and substituting the following:

"MD&A" has the same meaning as in NI 51-102; ,

(

v) adding the following definition of " NI 51-102 ":

"NI 51-102" means National Instrument 51-102 Continuous Disclosure Obligations ; , and

(vi) repealing the definition of "venture issuer" and substituting the following:

"venture issuer" means a reporting issuer that, at the end of its most recently completed financial year, did not have any of its securities listed or quoted on any of the Toronto Stock Exchange, a U.S. marketplace, or a marketplace outside Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc. , and

(

b) in

section 1.3 by striking out "National Instrument 51-102" and substituting "NI-51-102" wherever it appears.

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