The Alberta Gazette

Part I

Vol. 113 Edmonton, Monday, July 31, 2017 No. 14

PROCLAMATION

[GREAT SEAL]

CANADA

PROVINCE OF ALBERTA Lois Mitchell, Lieutenant Governor.

ELIZABETH THE SECOND, by the Grace of God, of the United Kingdom,

Canada, and Her Other Realms and Territories, QUEEN, Head of the

Commonwealth, Defender of the Faith

P R O C L A M A T I O N

To all to Whom these Presents shall come

G R E E T I N G

Philip Bryden Deputy Attorney General

WHEREAS

section 8 of

An Act to Cap Regulated Electricity Rates provides that

sections 2(2), 3 and 6(1)(

c) and (d)(iii) of that Act come into force on Proclamation;

and

WHEREAS it is expedient to proclaim

section 2(2) of

An Act to Cap Regulated

Electricity Rates in force:

NOW KNOW YE THAT by and with the advice and consent of Our Executive

Council of Our Province of Alberta, by virtue of the provisions of the said Act

hereinbefore referred to and of all other power and authority whatsoever in Us vested

in that behalf, We have ordered and declared and do hereby proclaim

section 2(2) of

An Act to Cap Regulated Electricity Rates in force on the date of issue of this

Proclamation.

IN TESTIMONY WHEREOF We have caused these Our Letters to be made Patent

and the Great Seal of Our Province of Alberta to be hereunto affixed.

WITNESS: THE HONOURABLE LOIS MITCHELL, Lieutenant Governor of

Our Province of Alberta, this 12th day of July in the Year of Our Lord Two Thousand

Seventeen and in the Sixty-sixth Year of Our Reign.

BY COMMAND Kathleen Ganley, Provincial Secretary.

GOVERNMENT NOTICES

Agriculture and Forestry

Form 15

(Irrigation Districts Act)

(Section 88)

Notice to Irrigation Secretariat:

Change of Area of an Irrigation District

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

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

the purposes of registration under

section 22 of the Land Titles Act and arrange for

notice to be published in the Alberta Gazette.

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

appropriate notation added to the certificate of title:

LINC Number

Short Legal Description as shown on title

Title Number

0021 388 699

South 1/2 7-13-13-W4M

771 141 471

0021 185 419

N.W. 6-13-13-W4M

771 148 295

0021 185 427

N.E. 6-13-13-W4M

771 148 295

I certify the procedures required under

part 4 of the Irrigation Districts Act have been

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

according to the above list.

Rebecca Fast, Office Administrator,

Irrigation Secretariat.

______________

On behalf of the Western Irrigation District, I hereby request that the Irrigation

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

the purposes of registration under

section 22 of the Land Titles Act and arrange for

notice to be published in the Alberta Gazette.

The following parcels of land should be removed from the irrigation district and the

notation removed from the certificate of title:

LINC Number

Short Legal Description as shown on title

Title Number

0021 937 909

4;24;23;28; NE

071 448 896

I certify the procedures required under

part 4 of the Irrigation Districts Act have been

completed and the area of the Western Irrigation District should be changed

according to the above list.

Rebecca Fast, Office Administrator,

Irrigation Secretariat.

Energy

Declaration of Withdrawal from Unit Agreement

(Petroleum and Natural Gas Tenure Regulations)

The Minister of Energy on behalf of the Crown in Right of Alberta hereby declares

and states that the Crown in right of Alberta has withdrawn as a party to the

agreement entitled "Pembina Cardium Unit No. 20" effective June 30, 2017.

Raksha Acharya, for Minister of Energy.

Environment and Parks

Notice of Re-Survey

Pursuant to

Section 39(3) of the SURVEYS ACT RSA 2000, c. s-26, I, Ravi

Shrivastava, the Director of Surveys, hereby give notice that a re-survey will be

completed in the following localities within the Regional Municipality of Wood

Buffalo: Abasand, Beacon Hill, Draper, Saprae Creek Estates, Stone Creek,

Waterways, and Wood Buffalo.

Any person having knowledge or information regarding the position of one or more

survey monuments within any of these localities affected by the 2016 wildfire is

asked to notify the Minister of Environment and Parks by registered mail before

August 18, 2017 at the address below.

Minister of Environment and Parks

c/o Office of the Director of Surveys

15th Floor, Oxbridge Place

9820 - 106 Street N.W.

Edmonton, Alberta, T5K 2J6

Telephone: (780) 422-0051

Fax: (780) 427-1493

Attn: Ed Titanich

Infrastructure

Sale or Disposition of Land

(Government Organization Act)

Name of Purchaser: Melcor Developments Ltd.

Consideration: Land Exchange on following lands and $2,719,500.00

Land Description: Plan 5565AH, Block 53, Lot 3. Containing 1.97 Hectares (4.87

Acres) More or Less. Excepting thereout (as to surface only):

Plan

Number

Hectares

Acres

More or Less

Road

272IX

0.635

1.57

Road

3996JK

0.210

0.52

Area 'E'

0.332

0.82

Area 'O'

0.020

0.05

Area 'A

0.300

0.74

Plan 161 1491, Area A (NW 1/4 31-24-2-5), Area 5.84 Hectares (14.42 Acres) More or

Less. Exepting thereout all Mines and Minerals

Justice and Solicitor General

Hosting Expenses Exceeding $600.00

For the period ending June 30, 2017

Purpose: 2017 Alberta Justice and Solicitor General Community Justice Awards, 26th

Annual Event

Place: Edmonton, AB

Amount: $2,778.40

Date of Function: June 2, 2017

Safety Codes Council

Corporate Accreditation

(Safety Codes Act)

Pursuant to

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

CSV Midstream Solutions, Accreditation No. C000908, Order No. 3038

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Corporation's industrial facilities for the discipline of

Electrical

Consisting of all parts of the Canadian Electrical Code

Part 1 and Code for Electrical

Installations at Oil & Gas Facilities.

Accredited Date: July 5, 2017 Issued Date: July 5, 2017.

_______________

Pursuant to

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

Sequoia Resources Corporation, Accreditation No. C000907, Order No. 3037

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Corporation's industrial facilities for the discipline of

Electrical

Consisting of all parts of the Canadian Electrical Code

Part 1 and Code for Electrical

Installations at Oil & Gas Facilities.

Accredited Date: July 5, 2017 Issued Date: July 5, 2017.

Municipal Accreditation

(Safety Codes Act)

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

City of Chestermere, Accreditation No. M000318, Order No. 0435

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Building

Consisting of all parts of the Alberta Building Code and National Energy Code of

Canada for Buildings.

Accredited Date: December 11, 1995 Issued Date: July 6, 2017.

_______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Lethbridge County, Accreditation No. M000442, Order No. 3043

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Building

Consisting of all parts of the Alberta Building Code and National Energy Code of

Canada for Buildings.

Accredited Date: July 17, 2017 Issued Date: July 17, 2017.

_______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Summer Village of Yellowstone, Accreditation No. M000316, Order No. 3044

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Building

Consisting of all parts of the Alberta Building Code and National Energy Code of

Canada for Buildings.

Accredited Date: July 5, 2017 Issued Date: July 5, 2017.

_______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

City of Chestermere, Accreditation No. M000318, Order No. 0920

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Electrical

Consisting of all parts of the Canadian Electrical Code

Part 1and Code for Electrical

Installations at Oil and Gas Facilities.

Accredited Date: November 18, 1996 Issued Date: July 6, 2017.

______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Lethbridge County, Accreditation No. M000442, Order No. 3042

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Electrical

Consisting of all parts of the Canadian Electrical Code

Part 1and Code for Electrical

Installations at Oil and Gas Facilities.

Accredited Date: July 17, 2017 Issued Date: July 17, 2017.

______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Summer Village of Yellowstone, Accreditation No. M000316, Order No. 3045

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Electrical

Consisting of all parts of the Canadian Electrical Code

Part 1and Code for Electrical

Installations at Oil and Gas Facilities.

Accredited Date: July 5, 2017 Issued Date: July 5, 2017.

______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

City of Chestermere, Accreditation No. M000318, Order No. 0921

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Gas

Consisting of all parts of the Natural Gas and Propane Installations Code and Propane

Storage and Handling Code, and Compressed Natural Gas Fuelling Stations

Installation Code, excluding the Installation Code for Propane Fuel Systems and

Tanks on Highway Vehicles and the Natural Gas for Vehicles Installation Code -

Part

1 Compressed Natural Gas.

Accredited Date: November 18, 1996 Issued Date: July 6, 2017.

_______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Lethbridge County, Accreditation No. M000442, Order No. 3040

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Gas

Consisting of all parts of the Natural Gas and Propane Installations Code and Propane

Storage and Handling Code and Compressed Natural Gas Fuelling Stations

Installation Code, excluding the Installation Code for Propane Fuel Systems and

Tanks on Highway Vehicles and the Natural Gas for Vehicles Installation Code -

Part

1 Compressed Natural Gas.

Accredited Date: July 17, 2017 Issued Date: July 17, 2017.

_______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Summer Village of Yellowstone, Accreditation No. M000316, Order No. 3047

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Gas

Consisting of all parts of the Natural Gas and Propane Installations Code and Propane

Storage and Handling Code, and Compressed Natural Gas Fuelling Stations

Installation Code, excluding the Installation Code for Propane Fuel Systems and

Tanks on Highway Vehicles and the Natural Gas for Vehicles Installation Code -

Part

1 Compressed Natural Gas.

Accredited Date: July 5, 2017 Issued Date: July 5, 2017.

_______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

City of Chestermere, Accreditation No. M000318, Order No. 0922

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Plumbing

Consisting of all parts of the National Plumbing Code of Canada and Private Sewage

Disposal System Standard of Practice.

Accredited Date: November 18, 1996 Issued Date: July 6, 2017.

_______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Lethbridge County, Accreditation No. M000442, Order No. 3041

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Plumbing

Consisting of all parts of the National Plumbing Code of Canada and Private Sewage

Disposal System Standard of Practice.

Accredited Date: July 17, 2017 Issued Date: July 17, 2017.

_______________

Pursuant to

Section 26 of the Safety Codes Act it is hereby ordered that

Summer Village of Yellowstone, Accreditation No. M000316, Order No. 3046

administer the Safety Codes Act including applicable Alberta amendments and

regulations within the Municipality's boundaries for the discipline of Plumbing

Consisting of all parts of the National Plumbing Code of Canada and Private Sewage

Disposal System Standard of Practice.

Accredited Date: July 5, 2017 Issued Date: July 5, 2017.

Alberta Securities Commission

MULTILATERAL INSTRUMENT 61-101

PROTECTION OF MINORITY SECURITY HOLDERS IN SPECIAL

TRANSACTIONS

(Securities Act)

Made as a rule by the Alberta Securities Commission on July 12, 2017 pursuant to

sections 223 and 224 of the Securities Act.

MULTILATERAL INSTRUMENT 61-101

PROTECTION OF MINORITY SECURITY HOLDERS IN SPECIAL

TRANSACTIONS

PART 1

DEFINITIONS AND

INTERPRETATION

1.1

Definitions - In this Instrument

"affected security" means

(

a) for a business combination of an issuer, an equity security of the

issuer in which the interest of a security holder would be

terminated as a consequence of the transaction, and

(

b) for a related party transaction of an issuer, an equity security of

the issuer;

"affiliated entity": a person is considered to be an affiliated entity of another

person if one is the subsidiary entity of the other or if both are subsidiary

entities of the same person;

"arm's length" has the meaning ascribed to that term in

section 251 of the

Income Tax Act (Canada), or any successor to that legislation, and, in addition

to that meaning, a person is deemed not to deal at arm's length with a related

party of that person;

"associated entity", when used to indicate a relationship with a person, means

(

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

directly or indirectly, voting securities entitling the person to

more than 10% of the voting rights attached to outstanding

securities of the issuer,

(

b) any partner of the person,

(

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

interest or in respect of which a person serves as trustee or in a

similar capacity,

(

d) a relative of that person, including

(

i) the spouse, or

(ii) a relative of the person's spouse

if the relative has the same home as that person;

"beneficially owns" includes direct or indirect beneficial ownership of a

security holder;

"bid" means a take-over bid or an issuer bid to which

Part 2 of National

Instrument 62-104 Take-Over Bids and Issuer Bids applies;

"bona fide lender" means a person that

(

a) is an issuer insider of an issuer solely through the holding of, or

the exercise of control or direction over, securities used as

collateral for a debt under a written agreement entered into by the

person as a lender, assignee, transferee or participant,

(

b) is not yet legally entitled to dispose of the securities for the

purpose of applying proceeds of realization in repayment of the

secured debt, and

(

c) was not a related party of the issuer at the time the agreement

referred to in paragraph (

a) was entered into;

"business combination" means, for an issuer, an amalgamation, arrangement,

consolidation, amendment to the terms of a class of equity securities or any

other transaction of the issuer, as a consequence of which the interest of a

holder of an equity security of the issuer may be terminated without the

holder's consent, regardless of whether the equity security is replaced with

another security, but does not include

(

a) an acquisition of an equity security of the issuer under a statutory

right of compulsory acquisition or, if the issuer is not a

corporation, under provisions substantially equivalent to those

comprising

section 206 of the CBCA,

(

b) a consolidation of securities that does not have the effect of

terminating the interests of holders of equity securities of the

issuer in those securities without their consent, through the

elimination of post-consolidated fractional interests or otherwise,

except to an extent that is nominal in the circumstances,

(

c) a termination of a holder's interest in a security, under the terms

attached to the security, for the purpose of enforcing an ownership

or voting constraint that is necessary to enable the issuer to

comply with legislation, lawfully engage in a particular activity or

have a specified level of Canadian ownership,

(

d) a downstream transaction for the issuer, or

(

e) a transaction in which no person that is a related party of the

issuer at the time the transaction is agreed to

(

i) would, as a consequence of the transaction, directly or

indirectly acquire the issuer or the business of the issuer, or

combine with the issuer, through an amalgamation,

arrangement or otherwise, whether alone or with joint

actors,

(ii) is a party to any connected transaction to the transaction, or

(iii) is entitled to receive, directly or indirectly, as a

consequence of the transaction

(

A) consideration per equity security that is not identical

in amount and form to the entitlement of the general

body of holders in Canada of securities of the same

class,

(

B) a collateral benefit, or

(

C) consideration for securities of a class of equity

securities of the issuer if the issuer has more than

one outstanding class of equity securities, unless that

consideration is not greater than the entitlement of

the general body of holders in Canada of every other

class of equity securities of the issuer in relation to

the voting and financial participating interests in the

issuer represented by the respective securities;

"CBCA" means the

Canada Business Corporations Act, R.S.C. 1985, c. C-44;

"class" includes a series of a class;

"collateral benefit", for a transaction of an issuer or for a bid for securities of

an issuer, means any benefit that a related party of the issuer is entitled to

receive, directly or indirectly, as a consequence of the transaction or bid,

including, without limitation, an increase in salary, a lump sum payment, a

payment for surrendering securities, or other enhancement in benefits related to

past or future services as an employee, director or consultant of the issuer or of

another person, regardless of the existence of any offsetting costs to the related

party or whether the benefit is provided, or agreed to, by the issuer, another

party to the transaction or the offeror in the bid, but does not include

(

a) a payment or distribution per equity security that is identical in

amount and form to the entitlement of the general body of holders

in Canada of securities of the same class,

(

b) an enhancement of employee benefits resulting from participation

by the related party in a group plan, other than an incentive plan,

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

benefits provided by the group plan are generally provided to

employees of the successor to the business of the issuer who hold

positions of a similar nature to the position held by the related

party, or

(

c) a benefit, not described in paragraph (b), that is received solely in

connection with the related party's services as an employee,

director or consultant of the issuer, of an affiliated entity of the

issuer or of a successor to the business of the issuer, if

(

i) the benefit is not conferred for the purpose, in whole or in

part, of increasing the value of the consideration paid to the

related party for securities relinquished under the

transaction or bid,

(ii) the conferring of the benefit is not, by its terms, conditional

on the related party supporting the transaction or bid in any

manner,

(iii) full particulars of the benefit are disclosed in the disclosure

document for the transaction, or in the directors' circular in

the case of a take-over bid, and

(iv) (

A) at the time the transaction is agreed to or the bid

is publicly announced, the related party and its

associated entities beneficially own or exercise

control or direction over less than one per cent of the

outstanding securities of each class of equity

securities of the issuer, or

(

B) if the transaction is a business combination for the

issuer or a bid for securities of the issuer,

(

I) the related party discloses to an independent

committee of the issuer the amount of

consideration that the related party expects it

will be beneficially entitled to receive, under

the terms of the transaction or bid, in

exchange for the equity securities beneficially

owned by the related party,

(II) the independent committee, acting in good

faith, determines that the value of the benefit,

net of any offsetting costs to the related party,

is less than five per cent of the value referred

to in subclause (I), and

(III) the independent committee's determination is

disclosed in the disclosure document for the

transaction, or in the directors' circular in the

case of a take-over bid;

"connected transactions" means two or more transactions that have at least one

party in common, directly or indirectly, other than transactions related solely to

services as an employee, director or consultant, and

(

a) are negotiated or completed at approximately the same time, or

(

b) the completion of at least one of the transactions is conditional on

the completion of each of the other transactions;

"consultant" means, for an issuer, a person, other than an employee or senior

officer of the issuer or of an affiliated entity of the issuer, that

(

a) is engaged to provide services to the issuer or an affiliated entity

of the issuer, other than services provided in relation to a

distribution,

(

b) provides the services under a written contract with the issuer or an

affiliated entity of the issuer, and

(

c) spends or will spend a significant amount of time and attention on

the affairs and business of the issuer or an affiliated entity of the

issuer

and includes, for an individual consultant a corporation of which the individual

consultant is an employee or shareholder, and a partnership of which the

individual consultant is an employee or partner;

"convertible" means convertible into, exchangeable for, or carrying the right or

obligation to purchase or otherwise acquire or cause the purchase or acquisition

of, another security;

"director", for an issuer that is a limited partnership, includes a director of the

general partner of the issuer, except for the purposes of the

interpretation of

"control";

"disclosure document" means

(

a) for a take-over bid including an insider bid, a take-over bid

circular sent to holders of offeree securities,

(

b) for an issuer bid, an issuer bid circular sent to holders of offeree

securities, and

(

c) for a business combination or a related party transaction,

(

i) an information circular sent to holders of affected

securities,

(ii) if no information circular is required, another document

sent to holders of affected securities in connection with a

meeting of holders of affected securities, or

(iii) if no information circular or other document referred to in

subparagraph (ii) is required, a material change report filed

for the transaction;

"downstream transaction" means, for an issuer, a transaction between the issuer

and a related party of the issuer if, at the time the transaction is agreed to

(

a) the issuer is a control person of the related party, and

(

b) to the knowledge of the issuer after reasonable inquiry, no related

party of the issuer, other than a wholly-owned subsidiary entity of

the issuer, beneficially owns or exercises control or direction

over, other than through its interest in the issuer, more than five

per cent of any class of voting or equity securities of the related

party that is a party to the transaction;

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

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

issuer, in its assets;

"fair market value" means, except as provided in paragraph 6.4(2)(d), the

monetary consideration that, in an open and unrestricted market, a prudent and

informed buyer would pay to a prudent and informed seller, each acting at

arm's length with the other and under no compulsion to act;

"formal valuation" means a valuation prepared in accordance with

Part 6;

"freely tradeable" means, for securities, that

(

a) the securities are transferable,

(

b) the securities are not subject to any escrow requirements,

(

c) the securities do not form part of the holdings of any control

person,

(

d) the securities are not subject to any cease trade order imposed by

a securities regulatory authority,

(

e) all hold periods imposed by securities legislation before the

securities can be traded without a prospectus or in reliance on a

prospectus exemption have expired, and

(

f) any period of time imposed by securities legislation for which the

issuer has to have been a reporting issuer in a jurisdiction before

the securities can be traded without a prospectus or in reliance on

a prospectus exemption has passed;

"incentive plan" means a group plan that provides for stock options or other

equity incentives, profit sharing, bonuses, or other performance-based

payments;

"independent committee" means, for an issuer, a committee consisting

exclusively of one or more independent directors of the issuer;

"independent director" means, for an issuer in respect of a transaction or bid, a

director who is independent as determined in

section 7.1;

"independent valuator" means, for a transaction or bid, a valuator that is

independent of all interested parties in the transaction, as determined in

section

6.1;

"insider bid" means a take-over bid made by

(

a) an issuer insider of the offeree issuer,

(

b) an associated or affiliated entity of an issuer insider of the offeree

issuer,

(

c) an associated or affiliated entity of the offeree issuer,

(

d) a person described in paragraph (a), (

b) or (

c) at any time within

12 months preceding the commencement of the bid, or

(

e) a joint actor with a person referred to in paragraph (a), (b), (

c) or

(d);

"interested party" means

(

a) for a take-over bid including an insider bid, the offeror or a joint

actor with the offeror,

(

b) for an issuer bid

(

i) the issuer, and

(ii) any control person of the issuer, or any person that would

reasonably be expected to be a control person of the issuer

upon successful completion of the issuer bid,

(

c) for a business combination, a related party of the issuer at the time

the transaction is agreed to, if the related party

(

i) would, as a consequence of the transaction, directly or

indirectly acquire the issuer or the business of the issuer, or

combine with the issuer, through an amalgamation,

arrangement or otherwise, whether alone or with joint

actors,

(ii) is a party to any connected transaction to the business

combination, or

(iii) is entitled to receive, directly or indirectly, as a

consequence of the transaction

(

A) consideration per affected security that is not

identical in amount and form to the entitlement of

the general body of holders in Canada of securities

of the same class,

(

B) a collateral benefit, or

(

C) consideration for securities of a class of equity

securities of the issuer if the issuer has more than

one outstanding class of equity securities, unless that

consideration is not greater than the entitlement of

the general body of holders in Canada of every other

class of equity securities of the issuer in relation to

the voting and financial participating interests in the

issuer represented by the respective securities, and

(

d) for a related party transaction, a related party of the issuer at the

time the transaction is agreed to, if the related party

(

i) is a party to the transaction, unless it is a party only in its

capacity as a holder of affected securities and is treated

identically to the general body of holders in Canada of

securities of the same class on a per security basis, or

(ii) is entitled to receive, directly or indirectly, as a

consequence of the transaction

(

A) a collateral benefit, or

(

B) a payment or distribution made to one or more

holders of a class of equity securities of the issuer if

the issuer has more than one outstanding class of

equity securities, unless the amount of that payment

or distribution is not greater than the entitlement of

the general body of holders in Canada of every other

class of equity securities of the issuer in relation to

the voting and financial participating interests in the

issuer represented by the respective securities;

"issuer bid" has the meaning ascribed to that term in

section 1.1 of National

Instrument 62-104 Take-Over Bids and Issuer Bids;

"issuer insider" means, for an issuer

(

a) a director or senior officer of the issuer,

(

b) a director or senior officer of a person that is itself an issuer

insider or subsidiary entity of the issuer, or

(

c) a person that has

(

i) beneficial ownership of, or control or direction over,

directly or indirectly, or

(ii) a combination of beneficial ownership of, and control or

direction over, directly or indirectly,

securities of the issuer carrying more than 10% of the voting

rights attached to all the issuer's outstanding voting securities;

"joint actors", when used to describe the relationship among two or more

persons, means persons "acting jointly or in concert" as determined in

accordance with

section 1.9 of National Instrument 62-104 Take-Over Bids and

Issuer Bids, with necessary modifications where the term is used in the context

of a transaction that is not a take-over bid or issuer bid, but a security holder is

not considered to be a joint actor with an offeror making a bid, or with a person

involved in a business combination or related party transaction, solely because

there is an agreement, commitment or understanding that the security holder

will tender to the bid or vote in favour of the transaction;

"liquid market" means a market that meets the criteria specified in

section 1.2;

"market capitalization" of an issuer means, for a transaction, the aggregate

market price of all outstanding securities of all classes of equity securities of

the issuer, the market price of the outstanding securities of a class being

(

a) in the case of equity securities of a class for which there is a

published market, the product of

(

i) the number of securities of the class outstanding as of the

close of business on the last business day of the calendar

month preceding the calendar month in which the

transaction is agreed to or, if no securities of the class were

outstanding on that day, on the first business day after that

day that securities of the class became outstanding, so long

as that day precedes the date the transaction is agreed to,

and

(ii) the market price of the securities at the time referred to in

subparagraph (i), on the published market on which the

class of securities is principally traded, as determined in

accordance with subsections 1.11 (1), (2) and (3) of

National Instrument 62-104 Take-Over Bids and Issuer

Bids,

(

b) in the case of equity securities of a class for which there is no

published market but that are currently convertible into a class of

equity securities for which there is a published market, the

product of

(

i) the number of equity securities into which the convertible

securities were convertible as of the close of business on

the last business day of the calendar month preceding the

calendar month in which the transaction is agreed to or, if

no convertible securities were outstanding or convertible

on that day, on the first business day after that day that the

convertible securities became outstanding or convertible,

so long as that day precedes the date the transaction is

agreed to, and

(ii) the market price of the securities into which the convertible

securities were convertible, at the time referred to in

subparagraph (i), on the published market on which the

class of securities is principally traded, as determined in

accordance with subsections 1.11 (1), (2) and (3) of

National Instrument 62-104 Take-Over Bids and Issuer

Bids, and

(

c) in the case of equity securities of a class not referred to in

paragraph (

a) or (b), the amount determined by the issuer's board

of directors in good faith to represent the fair market value of the

outstanding securities of that class;

"minority approval" means, for a business combination or related party

transaction of an issuer, approval of the proposed transaction by a majority of

the votes as specified in

Part 8, cast by holders of each class of affected

securities at a meeting of security holders of that class called to consider the

transaction;

"offeree issuer" has the meaning ascribed to that term in

section 1.1 of National

Instrument 62-104 Take-Over Bids and Issuer Bids;

"offeree security" means a security that is subject to a take-over bid or issuer

bid;

"offeror" has the meaning ascribed to that term in

section 1.1 of National

Instrument 62-104 Take-Over Bids and Issuer Bids;

"person" in Alberta, Manitoba and Ontario, includes

(

a) an individual,

(

b) a corporation,

(

c) a partnership, trust, fund and an association, syndicate,

organization or other organized group of persons, whether

incorporated or not, and

(

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

executor, administrator or personal or other legal representative;

"prior valuation" means a valuation or appraisal of an issuer or its securities or

material assets, whether or not prepared by an independent valuator, that, if

disclosed, would reasonably be expected to affect the decision of a security

holder to vote for or against a transaction, or to retain or dispose of affected

securities or offeree securities, other than

(

a) a report of a valuation or appraisal prepared by a person other

than the issuer, if

(

i) the report was not solicited by the issuer, and

(ii) the person preparing the report did so without knowledge

of any material information concerning the issuer, its

securities or any of its material assets, that had not been

generally disclosed at the time the report was prepared,

(

b) an internal valuation or appraisal prepared for the issuer in the

ordinary course of business that has not been made available to,

and has been prepared without the participation of

(

i) the board of directors of the issuer, or

(ii) any director or senior officer of an interested party, except

a senior officer of the issuer in the case of an issuer bid,

(

c) a report of a market analyst or financial analyst that

(

i) has been prepared by or for and at the expense of a person

other than the issuer, an interested party, or an associated or

affiliated entity of the issuer or an interested party, and

(ii) is either generally available to clients of the analyst or of

the analyst's employer or of an associated or affiliated

entity of the analyst's employer or, if not, is not based, so

far as the person required to disclose a prior valuation is

aware, on any material information concerning the issuer,

its securities or any of its material assets, that had not been

generally disclosed at the time the report was prepared,

(

d) a valuation or appraisal prepared by a person or a person retained

by that person, for the purpose of assisting the person in

determining the price at which to propose a transaction that

resulted in the person becoming an issuer insider, if the valuation

or appraisal is not made available to any of the independent

directors of the issuer, or

(

e) a valuation or appraisal prepared by an interested party or a

person retained by the interested party, for the purpose of

assisting the interested party in determining the price at which to

propose a transaction that, if pursued, would be an insider bid,

business combination or related party transaction, if the valuation

or appraisal is not made available to any of the independent

directors of the issuer;

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

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

which they have been traded on that market are regularly

(

a) disseminated electronically, or

(

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

general and regular paid circulation;

"related party" of an entity means a person, other than a person that is solely a

bona fide lender, that, at the relevant time and after reasonable inquiry, is

known by the entity or a director or senior officer of the entity to be

(

a) a control person of the entity,

(

b) a person of which a person referred to in paragraph (

a) is a control

person,

(

c) a person of which the entity is a control person,

(

d) a person that has

(

i) beneficial ownership of, or control or direction over,

directly or indirectly, or

(ii) a combination of beneficial ownership of, and control or

direction over, directly or indirectly,

securities of the entity carrying more than 10% of the voting

rights attached to all the entity's outstanding voting securities,

(

e) a director or senior officer of

(

i) the entity, or

(ii) a person described in any other paragraph of this definition,

(

f) a person that manages or directs, to any substantial degree, the

affairs or operations of the entity under an agreement,

arrangement or understanding between the person and the entity,

including the general partner of an entity that is a limited

partnership, but excluding a person acting under bankruptcy or

insolvency law,

(

g) a person of which persons described in any paragraph of this

definition beneficially own, in the aggregate, more than 50 per

cent of the securities of any outstanding class of equity securities,

(

h) an affiliated entity of any person described in any other paragraph

of this definition;

"related party transaction" means, for an issuer, a transaction between the

issuer and a person that is a related party of the issuer at the time the

transaction is agreed to, whether or not there are also other parties to the

transaction, as a consequence of which, either through the transaction itself or

together with connected transactions, the issuer directly or indirectly

(

a) purchases or acquires an asset from the related party for valuable

consideration,

(

b) purchases or acquires, as a joint actor with the related party, an

asset from a third party if the proportion of the asset acquired by

the issuer is less than the proportion of the consideration paid by

the issuer,

(

c) sells, transfers or disposes of an asset to the related party,

(

d) sells, transfers or disposes of, as a joint actor with the related

party, an asset to a third party if the proportion of the

consideration received by the issuer is less than the proportion of

the asset sold, transferred or disposed of by the issuer,

(

e) leases property to or from the related party,

(

f) acquires the related party, or combines with the related party,

through an amalgamation, arrangement or otherwise, whether

alone or with joint actors,

(

g) issues a security to the related party or subscribes for a security of

the related party,

(

h) amends the terms of a security of the issuer if the security is

beneficially owned, or is one over which control or direction is

exercised, by the related party, or agrees to the amendment of the

terms of a security of the related party if the security is

beneficially owned by the issuer or is one over which the issuer

exercises control or direction,

(

i) assumes or otherwise becomes subject to a liability of the related

party,

(

j) borrows money from or lends money to the related party, or

enters into a credit facility with the related party,

(

k) releases, cancels or forgives a debt or liability owed by the related

party,

(

l) materially amends the terms of an outstanding debt or liability

owed by or to the related party, or the terms of an outstanding

credit facility with the related party, or

(

m) provides a guarantee or collateral security for a debt or liability of

the related party, or materially amends the terms of the guarantee

or security;

"senior officer" means the chair or a vice-chair of the board of directors, a

president, a vice-president, the secretary, the treasurer or the general manager

of an issuer or any other individual who performs functions for an issuer

similar to those normally performed by an individual occupying any such

office, and for an issuer that is a limited partnership, includes a senior officer of

the general partner of the issuer;

"subsidiary entity" means a person that is controlled directly or indirectly by

another person and includes a subsidiary of that subsidiary;

"take-over bid" has the meaning ascribed to that term in

section 1.1 of National

Instrument 62-104 Take-Over Bids and Issuer Bids; and

"wholly-owned subsidiary entity": a person is considered to be a wholly-

owned subsidiary entity of an issuer if the issuer owns, directly or indirectly,

all the voting and equity securities and securities convertible into voting and

equity securities of the person.

1.2 Liquid Market

(1) For the purposes of this Instrument, a liquid market in a class of

securities of an issuer in respect of a transaction exists at a particular

time only if

(

a) there is a published market for the class of securities,

(

i) during the period of 12 months before the date the

transaction is agreed to in the case of a business

combination, or 12 months before the date the transaction

is publicly announced in the case of an insider bid or issuer

bid

(

A) the number of outstanding securities of the class was

at all times at least 5,000,000, excluding securities

beneficially owned, or over which control or

direction was exercised, by related parties and

securities that were not freely tradeable,

(

B) the aggregate trading volume of the class of

securities on the published market on which the class

was principally traded was at least 1,000,000

securities,

(

C) there were at least 1,000 trades in securities of the

class on the published market on which the class was

principally traded, and

(

D) the aggregate value of the trades in securities of the

class on the published market on which the class was

principally traded was at least $15,000,000, and

(ii) the market value of the class of securities on the published

market on which the class was principally traded, as

determined in accordance with subsection (2), was at least

$75,000,000 for the calendar month preceding the calendar

month

(

A) in which the transaction is agreed to, in the case of a

business combination, or

(

B) in which the transaction is publicly announced, in

the case of an insider bid or issuer bid, or

(

b) if the test set out in paragraph (

a) is not met and there is a

published market for the class of securities,

(

i) a person that is qualified and independent of all interested

parties to the transaction, as determined on the same basis

applicable to a valuator preparing a formal valuation under

section 6.1, provides an opinion to the issuer that there is a

liquid market in the class at the date the transaction is

agreed to in the case of a business combination, or at the

date the transaction is publicly announced in the case of an

insider bid or issuer bid,

(ii) the opinion is included in the disclosure document for the

transaction, and

(iii) the disclosure document for the transaction includes the

same disclosure regarding the person providing the opinion

as is required for a valuator under

section 6.2.

(2) For the purpose of determining whether an issuer satisfies the market

value requirement of subparagraph (1)(a)(ii), the market value of a class

of securities for a calendar month is calculated by multiplying

(

a) the number of securities of the class outstanding as of the close of

business on the last business day of the calendar month, excluding

securities beneficially owned, or over which control or direction

was exercised, by related parties of the issuer and securities that

were not freely tradeable, by

(

b) the arithmetic average of the closing prices of the securities of

that class on the published market on which that class was

principally traded for each of the trading days during the calendar

month, if the published market provides a closing price for the

securities, or

(

c) the arithmetic average of the simple averages of the highest and

lowest prices of the securities of that class on the published

market on which that class was principally traded for each of the

trading days for which the securities traded during the calendar

month, if the published market does not provide a closing price,

but provides only the highest and lowest prices of securities

traded on a particular day.

1.3 Transactions by Wholly-Owned Subsidiary Entity - For the purposes of this

Instrument, a transaction of a wholly-owned subsidiary entity of an issuer is

deemed to be also a transaction of the issuer, and, for greater certainty, a bid

made by a wholly-owned subsidiary entity of an issuer for securities of the

issuer is deemed to be also an issuer bid made by the issuer.

1.4 Transactions by Underlying Operating Entity of Income Trust - For the

purposes of this Instrument, a transaction of an underlying operating entity of

an income trust within the meaning of National Policy 41-201 Income Trusts

and Other Indirect Offerings is deemed to be a transaction of the income trust,

and a related party of the underlying operating entity is deemed to be a related

party of the income trust.

1.5 Redeemable Securities as Consideration in Business Combination - For the

purposes of this Instrument, if all or part of the consideration that holders of

affected securities receive in a business combination consists of securities that

are redeemed for cash within seven days of their issuance, the cash proceeds of

the redemption, rather than the redeemed securities, are deemed to be

consideration that the holders of the affected securities receive in the business

combination.

1.6 Beneficial Ownership

(1) Despite any other provision in securities legislation, for the purposes of

this Instrument,

(

a) a person is deemed to own beneficially securities beneficially

owned by a person it controls or by an affiliated entity of the

controlled person if the affiliated entity is a subsidiary entity of

the controlled person,

(

b) a person is deemed to own beneficially securities beneficially

owned by its affiliated entity if the affiliated entity is a subsidiary

entity of the person,

(2) For the purposes of the

definitions of collateral benefit, control person,

downstream transaction and related party, in determining beneficial

ownership, the provisions of

section 1.8 of National Instrument 62-104

Take-Over Bids and Issuer Bids apply.

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

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

securities registered under the name of an intermediary acting as

nominee, including a trustee or agent.

1.7 Control - For the purposes of the definition of "subsidiary entity", a person

controls a second person if

(

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

control or direction over securities of the second person carrying

votes which, if exercised, would entitle the person to elect a

majority of the directors of the second person, unless the person

beneficially owns or exercises control or direction over voting

securities only to secure an obligation,

(

b) the second person is a partnership, the person beneficially owns or

exercises control or direction over more than 50 per cent of the

interests in the partnership, or

(

c) the second person is a limited partnership, the person is the

general partner of the limited partnership or the control person of

the general partner.

1.8 Entity - For the purposes of the definition of "related party", an entity has the

meaning ascribed to the term "person" in

section 1.1, other than an individual.

PART 2 INSIDER BIDS

2.1 Application

(1) This Part applies to a bid that is an insider bid.

(2) This Part does not apply to an insider bid in respect of which the offeror

complies with National Instrument 71-101 The Multijurisdictional

Disclosure System, unless persons whose last address as shown on the

books of the offeree issuer is in Canada, as determined in accordance

with subsections 12.1(2) to (4) of that instrument, hold 20 per cent or

more of the class of securities that is the subject of the bid.

2.2 Disclosure

(1) The offeror shall disclose in the disclosure document for an insider bid

(

a) the background to the insider bid,

(

b) in accordance with

section 6.8, every prior valuation in respect of

the offeree issuer that has been made in the 24 months before the

date of the insider bid, and the existence of which is known, after

reasonable inquiry, to the offeror or any director or senior officer

of the offeror,

(

c) the formal valuation exemption, if any, on which the offeror is

relying under

section 2.4 and the facts supporting that reliance,

and

(

d) the disclosure required by Form 62-104F2 Issuer Bid Circular of

National Instrument 62-104 Take-Over Bids and Issuer Bids, to

the extent applicable and with necessary modifications.

(2) The board of directors of the offeree issuer shall include in the directors'

circular for an insider bid

(

a) disclosure, in accordance with

section 6.8, of every prior

valuation in respect of the offeree issuer not disclosed in the

disclosure document for the insider bid

(

i) that has been made in the 24 months before the date of the

insider bid, and

(ii) the existence of which is known, after reasonable inquiry,

to the offeree issuer or to any director or senior officer of

the offeree issuer,

(

b) a description of the background to the insider bid to the extent the

background has not been disclosed in the disclosure document for

the insider bid,

(

c) disclosure of any bona fide prior offer that relates to the offeree

securities or is otherwise relevant to the insider bid, which offer

was received by the issuer during the 24 months before the insider

bid was publicly announced, and a description of the offer and the

background to the offer, and

(

d) a discussion of the review and approval process adopted by the

board of directors and the special committee, if any, of the offeree

issuer for the insider bid, including a discussion of any materially

contrary view or abstention by a director and any material

disagreement between the board and the special committee.

2.3 Formal Valuation

(1) The offeror in an insider bid shall

(

a) obtain, at its own expense, a formal valuation,

(

b) provide the disclosure required by

section 6.2,

(

c) include, in accordance with

section 6.5, a

summary of the formal

valuation in the disclosure document for the insider bid, unless the

formal valuation is included in its entirety in the disclosure

document, and

(

d) comply with the other provisions of

Part 6 applicable to it relating

to formal valuations.

(2) An independent committee of the offeree issuer shall, and the offeror

shall enable the independent committee to

(

a) determine who the valuator will be,

(

b) supervise the preparation of the formal valuation, and

(

c) use its best efforts to ensure that the formal valuation is completed

and provided to the offeror in a timely manner.

2.4 Exemptions from Formal Valuation Requirement

(1) Section 2.3 does not apply to an offeror in connection with an insider bid

in any of the following circumstances:

(

a) Lack of Knowledge and Representation - neither the offeror

nor any joint actor with the offeror has, or has had within the

preceding 12 months, any board or management representation in

respect of the offeree issuer, or has knowledge of any material

information concerning the offeree issuer or its securities that has

not been generally disclosed,

(

b) Previous Arm's Length Negotiations -- all of the following

conditions are satisfied:

(

i) the consideration per security under the insider bid is at

least equal in value to and is in the same form as the

highest consideration agreed to with one or more selling

security holders of the offeree issuer in arm's length

negotiations in connection with

(

A) the making of the insider bid,

(

B) one or more other transactions agreed to within 12

months before the date of the first public

announcement of the insider bid, or

(

C) a combination of transactions referred to in clauses

(

A) and (B),

(ii) at least one of the selling security holders party to an

agreement referred to in clause (i)(

A) or (

B) beneficially

owns or exercises control or direction over, or beneficially

owned or exercised control or direction over, and agreed to

sell

(

A) at least five per cent of the outstanding securities of

the class of offeree securities, as determined in

accordance with subsection (2), if the person that

entered into the agreement with the selling security

holder beneficially owned 80 per cent or more of the

outstanding securities of the class of offeree

securities, as determined in accordance with

subsection (2), or

(

B) at least 10 per cent of the outstanding securities of

the class of offeree securities, as determined in

accordance with subsection (2), if the person that

entered into the agreement with the selling security

holder beneficially owned less than 80 per cent of

the outstanding securities of the class of offeree

securities, as determined in accordance with

subsection (2),

(iii) one or more of the selling security holders party to any of

the transactions referred to in subparagraph (

i) beneficially

own or exercise control or direction over, or beneficially

owned or exercised control or direction over, and agreed to

sell, in the aggregate, at least 20 per cent of the outstanding

securities of the class of offeree securities, as determined in

accordance with subsection (3), beneficially owned, or over

which control or direction was exercised, by persons other

than the person, and joint actors with the person, that

entered into the agreements with the selling security

holders,

(iv) the offeror reasonably believes, after reasonable inquiry,

that at the time of each of the agreements referred to in

subparagraph (i)

(

A) each selling security holder party to the agreement

had full knowledge and access to information

concerning the offeree issuer and its securities, and

(

B) any factors peculiar to a selling security holder party

to the agreement, including non-financial factors,

that were considered relevant by that selling security

holder in assessing the consideration did not have

the effect of reducing the price that would otherwise

have been considered acceptable by that selling

security holder,

(

v) at the time of each of the agreements referred to in

subparagraph (i), the offeror did not know of any material

information in respect of the offeree issuer or the offeree

securities that

(

A) had not been generally disclosed, and

(

B) if generally disclosed, could have reasonably been

expected to increase the agreed consideration,

(vi) if any of the agreements referred to in subparagraph (

i) was

entered into with a selling security holder by a person other

than the offeror, the offeror reasonably believes, after

reasonable inquiry, that at the time of that agreement, the

person did not know of any material information in respect

of the offeree issuer or the offeree securities that

(

A) had not been generally disclosed, and

(

B) if disclosed, could have reasonably been expected to

increase the agreed consideration,

(vii) the offeror does not know, after reasonable inquiry, of any

material information in respect of the offeree issuer or the

offeree securities since the time of each of the agreements

referred to in subparagraph (

i) that has not been generally

disclosed and could reasonably be expected to increase the

value of the offeree securities;

(

c) Auction - all of the following conditions are satisfied:

(

i) the insider bid is publicly announced or made while

(

A) one or more bids for securities of the same class that

is the subject of the insider bid have been made and

are outstanding, or

(

B) one or more proposed transactions are outstanding

that

(

I) are business combinations in respect of

securities of the same class that is the subject

of the insider bid and ascribe a per security

value to those securities, or

(II) would be business combinations in respect of

securities of the same class that is the subject

of the insider bid, except that they come

within the exception in paragraph (

e) of the

definition of business combination and ascribe

a per security value to those securities,

(ii) at the time the insider bid is made, the offeree issuer has

provided equal access to the offeree issuer, and to

information concerning the offeree issuer and its securities,

to the offeror in the insider bid, all offerors in the other

bids, and all parties to the proposed transactions described

in clause (i)(B),

(iii) the offeror, in the disclosure document for the insider bid,

(

A) includes all material information concerning the

offeree issuer and its securities that is known to the

offeror after reasonable inquiry but has not been

generally disclosed, together with a description of

the nature of the offeror's access to the issuer, and

(

B) states that the offeror does not know, after

reasonable inquiry, of any material information

concerning the offeree issuer and its securities other

than information that has been disclosed under

clause (

A) or that has otherwise been generally

disclosed.

(2) For the purposes of subparagraph (b)(ii) of subsection (1), the number of

outstanding securities of the class of offeree securities

(

a) is calculated at the time of the agreement referred to in clause

(b)(i)(

A) or (

B) of subsection (1), if the offeror knows the number

of securities of the class outstanding at that time, or

(

b) if paragraph (

a) does not apply, is determined based on the

information most recently provided by the offeree issuer in a

material change report, or

section 5.4 of National Instrument 51-

102 Continuous Disclosure Obligations, immediately preceding

the date of the agreement referred to in clause (b)(i)(

A) or (

B) of

subsection (1).

(3) For the purposes of subparagraph (b)(iii) of subsection (1), the number

of outstanding securities of the class of offeree securities

(

a) is calculated at the time of the last of the agreements referred to in

subparagraph (b)(

i) of subsection (1), if the offeror knows the

number of securities of the class outstanding at that time, or

(

b) if paragraph (

a) does not apply, is determined based on the

information most recently provided by the offeree issuer in a

material change report, or

section 5.4 of National Instrument 51-

102 Continuous Disclosure Obligations, immediately preceding

the date of the last of the agreements referred to in subparagraph

(b)(

i) of subsection (1).

PART 3 ISSUER BIDS

3.1 Application

(1) This Part applies to a bid that is an issuer bid.

(2) This Part does not apply to an issuer bid that complies with National

Instrument 71-101 The Multijurisdictional Disclosure System, unless

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

Canada, as determined in accordance with subsections 12.1(2) to (4) of

that instrument, hold 20 per cent or more of the class of securities that is

the subject of the bid.

3.2 Disclosure - The issuer shall include in the disclosure document for an issuer

bid

(

a) a description of the background to the issuer bid,

(

b) disclosure, in accordance with

section 6.8, of every prior

valuation in respect of the issuer

(

i) that has been made in the 24 months before the date of the

issuer bid, and

(ii) the existence of which is known, after reasonable inquiry,

to the issuer or to any director or senior officer of the

issuer,

(

c) disclosure of any bona fide prior offer that relates to the offeree

securities or is otherwise relevant to the issuer bid, which offer

was received by the issuer during the 24 months before the issuer

bid was publicly announced, and a description of the offer and the

background to the offer,

(

d) a discussion of the review and approval process adopted by the

board of directors and the special committee, if any, of the issuer

for the issuer bid, including a discussion of any materially

contrary view or abstention by a director and any material

disagreement between the board and the special committee,

(

e) a statement of the intention, if known to the issuer after

reasonable inquiry, of every interested party to accept or not to

accept the issuer bid,

(

f) a description of the effect that the issuer anticipates the issuer bid,

if successful, will have on the direct or indirect voting interest in

the issuer of every interested party, and

(

g) disclosure of the formal valuation exemption, if any, on which the

issuer is relying under

section 3.4 and the facts supporting that

reliance.

3.3 Formal Valuation

(1) An issuer that makes an issuer bid shall

(

a) obtain a formal valuation,

(

b) provide the disclosure required by

section 6.2,

(

c) include, in accordance with

section 6.5, a

summary of the formal

valuation in the disclosure document for the issuer bid, unless the

formal valuation is included in its entirety in the disclosure

document,

(

d) if there is an interested party other than the issuer, state in the

disclosure document who will pay or has paid for the valuation,

and

(

e) comply with the other provisions of

Part 6 applicable to it relating

to formal valuations.

(2) The board of directors of the issuer or an independent committee of the

board shall

(

a) determine who the valuator will be, and

(

b) supervise the preparation of the formal valuation.

3.4 Exemptions from Formal Valuation Requirement -

Section 3.3 does not

apply to an issuer in connection with an issuer bid in any of the following

circumstances:

(

a) Bid for Non-Convertible Securities - the issuer bid is for

securities that are not equity securities and that are not, directly or

indirectly, convertible into equity securities,

(

b) Liquid Market - the issuer bid is made for securities for which

(

i) a liquid market exists,

(ii) it is reasonable to conclude that, following the completion

of the bid, there will be a market for holders of the

securities who do not tender to the bid that is not materially

less liquid than the market that existed at the time of the

making of the bid, and

(iii) if an opinion referred to in paragraph (

b) of subsection

1.2(1) is provided, the person providing the opinion reaches

the conclusion described in subparagraph (b)(ii) of this

section 3.4 and so states in its opinion.

PART 4 BUSINESS COMBINATIONS

4.1 Application - This Part does not apply to an issuer carrying out a business

combination if

(

a) the issuer is not a reporting issuer,

(

b) the issuer is a mutual fund, or

(c) (

i) at the time the business combination is agreed to, securities

held by beneficial owners in the local jurisdiction constitute

less than two per cent of the outstanding securities of each

class of affected securities of the issuer, and

(ii) all documents concerning the transaction that are sent

generally to other holders of affected securities of the

issuer are concurrently sent to all holders of the securities

in the local jurisdiction.

4.2 Meeting and Information Circular

(1) Without limiting the application of any other legal requirements that

apply to meetings of security holders and information circulars, this

section applies only to a business combination for which

section 4.5

requires the issuer to obtain minority approval.

(2) An issuer proposing to carry out a business combination shall call a

meeting of holders of affected securities and send an information

circular to those holders.

(3) The issuer shall include in the information circular

(

a) the disclosure required by Form 62-104F2 Issuer Bid Circular of

National Instrument 62-104 Take-Over Bids and Issuer Bids, to

the extent applicable and with necessary modifications,

(

b) a description of the background to the business combination,

(

c) disclosure in accordance with

section 6.8 of every prior valuation

in respect of the issuer

(

i) that has been made in the 24 months before the date of the

information circular, and

(ii) the existence of which is known, after reasonable inquiry,

to the issuer or to any director or senior officer of the

issuer,

(

d) disclosure of any bona fide prior offer that relates to the subject

matter of or is otherwise relevant to the transaction, which offer

was received by the issuer during the 24 months before the

business combination was agreed to, and a description of the offer

and the background to the offer,

(

e) a discussion of the review and approval process adopted by the

board of directors and the special committee, if any, of the issuer

for the transaction, including a discussion of any materially

contrary view or abstention by a director and any material

disagreement between the board and the special committee,

(

f) disclosure of the formal valuation exemption, if any, on which the

issuer is relying under

section 4.4 and the facts supporting that

reliance,

(

g) disclosure of the number of votes attached to the securities that, to

the knowledge of the issuer after reasonable inquiry, will be

excluded in determining whether minority approval for the

business combination is obtained, and

(

h) the identity of the holders of securities specified in paragraph (

g) together with their individual holdings.

(4) If, after sending the information circular and before the meeting, a

change occurs that, if disclosed, would reasonably be expected to affect

the decision of a holder of affected securities to vote for or against the

business combination or to retain or dispose of affected securities, the

issuer shall promptly disseminate disclosure of the change

(

a) in a manner that the issuer reasonably determines will inform

beneficial owners of affected securities of the change, and

(

b) sufficiently in advance of the meeting that the beneficial owners

of affected securities will be able to assess the impact of the

change.

(5) If subsection (4) applies, the issuer shall file a copy of the disseminated

information contemporaneously with its dissemination.

4.3 Formal Valuation

(1) An issuer shall obtain a formal valuation for a business combination if

(

a) an interested party would, as a consequence of the transaction,

directly or indirectly acquire the issuer or the business of the

issuer, or combine with the issuer, through an amalgamation,

arrangement or otherwise, whether alone or with joint actors, or

(

b) an interested party is a party to any connected transaction to the

business combination, if the connected transaction is a related

party transaction for which the issuer is required to obtain a

formal valuation under

section 5.4.

(2) If a formal valuation is required under subsection (1), the issuer shall

(

a) provide the disclosure required by

section 6.2,

(

b) include, in accordance with

section 6.5, a

summary of the formal

valuation in the disclosure document for the business

combination, unless the formal valuation is included in its entirety

in the disclosure document,

(

c) state in the disclosure document for the business combination who

will pay or has paid for the valuation, and

(

d) comply with the other provisions of

Part 6 applicable to it relating

to formal valuations.

(3) The board of directors of the issuer or an independent committee of the

board shall

(

a) determine who the valuator will be, and

(

b) supervise the preparation of the formal valuation.

4.4 Exemptions from Formal Valuation Requirement

(1) Section 4.3 does not apply to an issuer carrying out a business

combination in any of the following circumstances:

(

a) Issuer Not Listed on Specified Markets - no securities of the

issuer are listed or quoted on the Toronto Stock Exchange,

Aequitas NEO Exchange Inc., the New York Stock Exchange, the

American Stock Exchange, the NASDAQ Stock Market, or a

stock exchange outside of Canada and the United States other

than the Alternative Investment Market of the London Stock

Exchange or the PLUS markets operated by PLUS Markets Group

plc,

(

b) Previous Arm's Length Negotiations -- all of the following

conditions are satisfied:

(

i) the consideration per affected security under the business

combination is at least equal in value to and is in the same

form as the highest consideration agreed to with one or

more selling security holders of the issuer in arm's length

negotiations in connection with

(

A) the business combination,

(

B) one or more other transactions agreed to within 12

months before the date of the first public

announcement of the business combination, or

(

C) a combination of transactions referred to in clauses

(

A) and (B),

(ii) at least one of the selling security holders party to an

agreement referred to in clause (i)(

A) or (

B) beneficially

owns or exercises control or direction over, or beneficially

owned or exercised control or direction over, and agreed to

sell

(

A) at least five per cent of the outstanding securities of

the class of affected securities, as determined in

accordance with subsection (2), if the person that

entered into the agreement with the selling security

holder beneficially owned 80 per cent or more of the

outstanding securities of the class of affected

securities, as determined in accordance with

subsection (2), or

(

B) at least 10 per cent of the outstanding securities of

the class of affected securities, as determined in

accordance with subsection (2), if the person that

entered into the agreement with the selling security

holder beneficially owned less than 80 per cent of

the outstanding securities of the class of affected

securities, as determined in accordance with

subsection (2),

(iii) one or more of the selling security holders party to any of

the transactions referred to in subparagraph (

i) beneficially

owns or exercises control or direction over, or beneficially

owned or exercised control or direction over, and agreed to

sell, in the aggregate, at least 20 per cent of the outstanding

securities of the class of affected securities, as determined

in accordance with subsection (3), beneficially owned or

over which control or direction was exercised by persons

other than the person, and joint actors with the person, that

entered into the agreements with the selling security

holders,

(iv) the person proposing to carry out the business combination

with the issuer reasonably believes, after reasonable

inquiry, that at the time of each of the agreements referred

to in subparagraph (i)

(

A) each selling security holder party to the agreement

had full knowledge of and access to information

concerning the issuer and its securities, and

(

B) any factors peculiar to a selling security holder party

to the agreement, including non-financial factors,

that were considered relevant by the selling security

holder in assessing the consideration did not have

the effect of reducing the price that would otherwise

have been considered acceptable by that selling

security holder,

(

v) at the time of each of the agreements referred to in

subparagraph (i), the person proposing to carry out the

business combination with the issuer did not know of any

material information in respect of the issuer or the affected

securities that

(

A) had not been generally disclosed, and

(

B) if disclosed, could have reasonably been expected to

increase the agreed consideration,

(vi) any of the agreements referred to in subparagraph (

i) was

entered into with a selling security holder by a person other

than the person proposing to carry out the business

combination with the issuer, the person proposing to carry

out the business combination with the issuer reasonably

believes, after reasonable inquiry, that at the time of that

agreement, the person entering into the agreement with the

selling security holder did not know of any material

information in respect of the issuer or the affected

securities that

(

A) had not been generally disclosed, and

(

B) if disclosed, could have reasonably been expected to

increase the agreed consideration,

(vii) the person proposing to carry out the business combination

with the issuer does not know, after reasonable inquiry, of

any material information in respect of the issuer or the

affected securities since the time of each of the agreements

referred to in subparagraph (

i) that has not been generally

disclosed and could reasonably be expected to increase the

value of the affected securities,

(

c) Auction - all of the following conditions are satisfied:

(

i) the business combination is publicly announced while

(

A) one or more proposed transactions are outstanding

that

(

I) are business combinations in respect of the

affected securities, and ascribe a per security

value to those securities, or

(II) would be business combinations in respect of

the affected securities, except that they come

within the exception in paragraph (

e) of the

definition of business combination, and

ascribe a per security value to those securities,

(

B) one or more bids for the affected securities have

been made and are outstanding,

(ii) at the time the disclosure document for the business

combination is sent to the holders of affected securities, the

issuer has provided equal access to the issuer, and to

information concerning the issuer and its securities, to the

person proposing to carry out the business combination

with the issuer, all parties to the proposed transactions

described in clause (i)(A), and all offerors in the bids,

(

d) Second Step Business Combination - all of the following

conditions are satisfied:

(

i) the business combination is being effected by an offeror

that made a bid, or an affiliated entity of that offeror, and is

in respect of the securities of the same class for which the

bid was made and that were not acquired in the bid,

(ii) the business combination is completed no later than 120

days after the date of expiry of the bid,

(iii) the consideration per security that the security holders

would be entitled to receive in the business combination is

at least equal in value to and is in the same form as the

consideration that the tendering security holders were

entitled to receive in the bid,

(iv) the disclosure document for the bid

(

A) disclosed that if the offeror acquired securities under

the bid, the offeror intended to acquire the remainder

of the securities under a statutory right of acquisition

or under a business combination that would satisfy

the conditions in subparagraphs (ii) and (iii),

(

B) described the expected tax consequences of both the

bid and the business combination if, at the time the

bid was made, the tax consequences arising from the

business combination

(

I) were reasonably foreseeable to the offeror,

and

(II) were reasonably expected to be different from

the tax consequences of tendering to the bid,

and

(

C) disclosed that the tax consequences of the bid and

the business combination may be different if, at the

time the bid was made, the offeror could not

reasonably foresee the tax consequences arising

from the business combination,

(

e) Non-redeemable Investment Fund - the issuer is a non-

redeemable investment fund that

(

i) at least once each quarter calculates and publicly

disseminates the net asset value of its securities, and

(ii) at the time of publicly announcing the business

combination, publicly disseminates the net asset value of

its securities as of the business day before the

announcement,

(

f) Amalgamation or Equivalent Transaction with No Adverse

Effect on Issuer or Minority - the transaction is a statutory

amalgamation, or substantially equivalent transaction, resulting in

the combination of the issuer or a wholly-owned subsidiary entity

of the issuer with an interested party, that is undertaken in whole

or in part for the benefit of another related party, if all of the

following conditions are satisfied:

(

i) the transaction does not and will not have any adverse tax

or other consequences to the issuer, the person resulting

from the combination, or beneficial owners of affected

securities generally,

(ii) no material actual or contingent liability of the interested

party with which the issuer or a wholly-owned subsidiary

entity of the issuer is combining will be assumed by the

issuer, the wholly-owned subsidiary entity of the issuer or

the person resulting from the combination,

(iii) the related party benefiting from the transaction agrees to

indemnify the issuer against any liabilities of the interested

party with which the issuer, or a wholly-owned subsidiary

entity of the issuer, is combining,

(iv) after the transaction, the nature and extent of the voting and

financial participating interests of holders of affected

securities in the person resulting from the combination will

be the same as, and the value of their financial participating

interests will not be less than, that of their interests in the

issuer before the transaction,

(

v) the related party benefiting from the transaction pays for all

of the costs and expenses resulting from the transaction.

(2) For the purposes of subparagraph (b)(ii) of subsection (1), the number of

outstanding securities of the class of affected securities

(

a) is calculated at the time of the agreement referred to in clause

(b)(i)(

A) or (

B) of subsection (1), if the person proposing to carry

out the business combination with the issuer knows the number of

securities of the class outstanding at that time; or

(

b) if paragraph (

a) does not apply, is determined based on the

information most recently provided by the issuer in a material

change report, or

section 5.4 of National Instrument 51-102

Continuous Disclosure Obligations, immediately preceding the

date of the agreement referred to in clause (b)(i)(

A) or (

B) of

subsection (1).

(3) For the purposes of subparagraph (b)(iii) of subsection (1), the number

of outstanding securities of the class of affected securities

(

a) is calculated at the time of the last of the agreements referred to in

subparagraph (b)(

i) of subsection (1), if the person proposing to

carry out the business combination with the issuer knows the

number of securities of the class outstanding at that time; or

(

b) if paragraph (

a) does not apply, is determined based on the

information most recently provided by the issuer in a material

change report, or

section 5.4 of National Instrument 51-102

Continuous Disclosure Obligations, immediately preceding the

date of the last of the agreements referred to in subparagraph

(b)(

i) of subsection (1).

4.5 Minority Approval - An issuer shall not carry out a business combination

unless the issuer has obtained minority approval for the business combination

under

Part 8.

4.6 Exemptions from Minority Approval Requirement

(1) Section 4.5 does not apply to an issuer carrying out a business

combination in any of the following circumstances if the exemption

relied on, any formal valuation exemption relied on, and the facts

supporting reliance on those exemptions are disclosed in the disclosure

document for the business combination:

(a) 90 Per Cent Exemption - subject to subsection (2), one or more

persons that are interested parties within the meaning of

subparagraph (c)(

i) of the definition of interested party

beneficially own, in the aggregate, 90 per cent or more of the

outstanding securities of a class of affected securities at the time

that the business combination is agreed to, and either

(

i) an appraisal remedy is available to holders of the class of

affected securities under the statute under which the issuer

is organized or is governed as to corporate law matters, or

(ii) if an appraisal remedy referred to in subparagraph (

i) is not

available, holders of the class of affected securities are

given an enforceable right that is substantially equivalent to

the appraisal remedy provided for in

section 190 of the

CBCA and that is described in the disclosure document for

the business combination;

(

b) Other Transactions Exempt from Formal Valuation - the

circumstances described in paragraph (

f) of subsection 4.4 (1).

(2) If there are two or more classes of affected securities, paragraph (

a) of

subsection (1) applies only to a class of which the applicable interested

parties beneficially own, in the aggregate, 90 per cent or more of the

outstanding securities.

4.7 Conditions for Relief from Business Corporations Act Requirements - In

Ontario, an issuer that is governed by the Business Corporations Act

("OBCA") and proposes to carry out a "going private transaction", as defined

in subsection 190(1) of the OBCA, is exempt from subsections (2), (3) and

(4) section 190 of the OBCA, and is not required to make an application for

exemption from those subsections under subsection 190(6) of the OBCA, if

(

a) the transaction is not a business combination,

(

b) Part 4 does not apply to the transaction by reason of

section 4.1,

(

c) the transaction is carried out in compliance with

Part 4, and, for

this purpose, compliance includes reliance on any applicable

exemption from a requirement of

Part 4, including a discretionary

exemption granted under

section 9.1.

PART 5 RELATED PARTY TRANSACTIONS

5.1 Application - This Part does not apply to an issuer carrying out a related party

transaction if

(

a) the issuer is not a reporting issuer,

(

b) the issuer is a mutual fund,

(c) (

i) at the time the transaction is agreed to, securities held by

beneficial owners in the local jurisdiction constitute less

than two per cent of the outstanding securities of each class

of affected securities of the issuer, and

(ii) all documents concerning the transaction that are sent

generally to other holders of affected securities of the

issuer are concurrently sent to all holders of the securities

in the local jurisdiction,

(

d) the parties to the transaction consist solely of

(

i) an issuer and one or more of its wholly-owned subsidiary

entities, or

(ii) wholly-owned subsidiary entities of the same issuer,

(

e) the transaction is a business combination for the issuer,

(

f) the transaction would be a business combination for the issuer

except that it comes within an exception in any of paragraphs (

a) to (

e) of the definition of business combination,

(

g) the transaction is a downstream transaction for the issuer,

(

h) the issuer is obligated to and carries out the transaction

substantially under the terms

(

i) that were agreed to, and generally disclosed, before

December 15, 2000 in Qu‚bec and before May 1, 2000 in

Ontario,

(ii) that were agreed to, and generally disclosed, before the

issuer became a reporting issuer, or

(iii) of a previous transaction the terms of which were generally

disclosed, including an issuance of a convertible security, if

the previous transaction was carried out in compliance with

this Instrument, including in reliance on any applicable

exemption or exclusion, or was not subject to this

Instrument,

(

i) the transaction is a distribution

(

i) of securities of the issuer and is a related party transaction

for the issuer solely because the interested party is an

underwriter of the distribution, and

(ii) carried out in compliance with, including in reliance on any

applicable exemption from, National Instrument 33-105

Underwriting Conflicts,

(

j) the issuer is subject to the requirements of

Part IX of the Loan

and Trust Corporations Act (Ontario), the Act respecting Trust

Companies and Savings Companies (Quebec),

Part XI of the

Bank Act (Canada),

Part XI of the Insurance Companies Act

(Canada), or

Part XI of the Trust and Loan Companies Act

(Canada), or any successor to that legislation, and the issuer

complies with those requirements,

(j.1) in Alberta, Manitoba and New Brunswick, the issuer is subject to

the requirements of

Part 9 of the Loan and Trust Corporations Act

(Alberta), Division VIII of

Part XXIV of The Corporations Act

(Manitoba), or

Part X of the Loan and Trust Companies Act (New

Brunswick), or any successor to that legislation, and the issuer

complies with those requirements, or

(

k) the transaction is a rights offering, dividend distribution, or any

other transaction in which the general body of holders in Canada

of affected securities of the same class are treated identically on a

per security basis, if

(

i) the transaction has no interested party within the meaning

of paragraph (

d) of the definition of interested party, or

(ii) the transaction is a rights offering, there is an interested

party only because a related party of the issuer provides a

stand-by commitment for the rights offering, and the stand-

by commitment complies with National Instrument 45-106

Prospectus Exemptions.

5.2 Material Change Report

(1) An issuer shall include in a material change report, if any, required to be

filed under securities legislation for a related party transaction

(

a) a description of the transaction and its material terms,

(

b) the purpose and business reasons for the transaction,

(

c) the anticipated effect of the transaction on the issuer's business

and affairs,

(

d) a description of

(

i) the interest in the transaction of every interested party and

of the related parties and associated entities of the

interested parties, and

(ii) the anticipated effect of the transaction on the percentage

of securities of the issuer, or of an affiliated entity of the

issuer, beneficially owned or controlled by each person

referred to in subparagraph (

i) for which there would be a

material change in that percentage,

(

e) unless this information will be included in another disclosure

document for the transaction, a discussion of the review and

approval process adopted by the board of directors and the special

committee, if any, of the issuer for the transaction, including a

discussion of any materially contrary view or abstention by a

director and any material disagreement between the board and the

special committee,

(

f) a

summary, in accordance with

section 6.5, of the formal

valuation, if any, obtained for the transaction, unless the formal

valuation is included in its entirety in the material change report

or will be included in its entirety in another disclosure document

for the transaction,

(

g) disclosure, in accordance with

section 6.8, of every prior

valuation in respect of the issuer that relates to the subject matter

of or is otherwise relevant to the transaction

(

i) that has been made in the 24 months before the date of the

material change report, and

(ii) the existence of which is known, after reasonable inquiry,

to the issuer or to any director or senior officer of the

issuer,

(

h) the general nature and material terms of any agreement entered

into by the issuer, or a related party of the issuer, with an

interested party or a joint actor with an interested party, in

connection with the transaction, and

(

i) disclosure of the formal valuation and minority approval

exemptions, if any, on which the issuer is relying under sections

5.5 and 5.7, respectively, and the facts supporting reliance on the

exemptions.

(2) If the issuer files a material change report less than 21 days before the

expected date of the closing of the transaction, the issuer shall explain in

the news release required to be issued under National Instrument 51-102

Continuous Disclosure Obligations and in the material change report

why the shorter period is reasonable or necessary in the circumstances.

(3) Despite paragraphs (1)(

f) and 5.4(2)(a), if the issuer is required to

include a

summary of the formal valuation in the material change report

and the formal valuation is not available at the time the issuer files the

material change report, the issuer shall file a supplementary material

change report containing the disclosure required by paragraph (1)(

f) as

soon as the formal valuation is available.

(4) The issuer shall send a copy of any material change report prepared by it

in respect of the transaction to any security holder of the issuer upon

request and without charge.

5.3 Meeting and Information Circular

(1) Without limiting the application of any other legal requirements that

apply to meetings of security holders and information circulars, this

section applies only to a related party transaction for which

section 5.6

requires the issuer to obtain minority approval.

(2) An issuer proposing to carry out a related party transaction to which this

section applies shall call a meeting of holders of affected securities and

send an information circular to those holders.

(3) The issuer shall include in the information circular

(

a) the disclosure required by Form 62-104F2 Issuer Bid Circular of

National Instrument 62-104 Take-Over Bids and Issuer Bids, to

the extent applicable and with necessary modifications,

(

b) a description of the background to the transaction,

(

c) disclosure, in accordance with

section 6.8, of every prior

valuation in respect of the issuer that relates to the subject matter

of or is otherwise relevant to the transaction

(

i) that has been made in the 24 months before the date of the

information circular, and

(ii) the existence of which is known, after reasonable inquiry,

to the issuer or to any director or senior officer of the

issuer,

(

d) disclosure of any bona fide prior offer that relates to the subject

matter of or is otherwise relevant to the transaction, which offer

was received by the issuer during the 24 months before the

transaction was agreed to, and a description of the offer and the

background to the offer,

(

e) a discussion of the review and approval process adopted by the

board of directors and the special committee, if any, of the issuer

for the transaction, including a discussion of any materially

contrary view or abstention by a director and any material

disagreement between the board and the special committee,

(

f) disclosure of the formal valuation exemption, if any, on which the

issuer is relying under

section 5.5 and the facts supporting that

reliance,

(

g) disclosure of the number of votes attached to the securities that, to

the knowledge of the issuer after reasonable inquiry, will be

excluded in determining whether minority approval for the related

party transaction is obtained, and

(

h) the identity of the holders of securities specified in paragraph (

g) together with their individual holdings.

(4) If, after sending the information circular and before the meeting, a

change occurs that, if disclosed, would reasonably be expected to affect

the decision of a holder of affected securities to vote for or against the

related party transaction or to retain or dispose of affected securities, the

issuer shall promptly disseminate disclosure of the change

(

a) in a manner that the issuer reasonably determines will inform

beneficial owners of affected securities of the change, and

(

b) sufficiently in advance of the meeting that the beneficial owners

of affected securities will be able to assess the impact of the

change.

(5) If subsection (4) applies, the issuer shall file a copy of the disseminated

information contemporaneously with its dissemination.

5.4 Formal Valuation

(1) An issuer shall obtain a formal valuation for a related party transaction

described in any of paragraphs (

a) to (

g) of the definition of related party

transaction.

(2) If a formal valuation is required under subsection (1), the issuer shall

(

a) include, in accordance with

section 6.5, a

summary of the formal

valuation in the disclosure document for the related party

transaction, unless the formal valuation is included in its entirety

in the disclosure document,

(

b) state in the disclosure document who will pay or has paid for the

valuation, and

(

c) comply with the other provisions of

Part 6 applicable to it relating

to formal valuations.

(3) The board of directors of the issuer or an independent committee of the

board shall

(

a) determine who the valuator will be, and

(

b) supervise the preparation of the formal valuation.

5.5 Exemptions from Formal Valuation Requirement -

Section 5.4 does not

apply to an issuer carrying out a related party transaction in any of the

following circumstances:

(

a) Fair Market Value Not More Than 25% of Market

Capitalization - at the time the transaction is agreed to, neither

the fair market value of the subject matter of, nor the fair market

value of the consideration for, the transaction, insofar as it

involves interested parties, exceeds 25 per cent of the issuer's

market capitalization, and for this purpose

(

i) if either of the fair market values is not readily

determinable, any determination as to whether that fair

market value exceeds the threshold for this exemption shall

be made by the issuer's board of directors acting in good

faith,

(ii) if the transaction is one in which the issuer or a wholly-

owned subsidiary entity of the issuer combines with a

related party, through an amalgamation, arrangement or

otherwise, the subject matter of the transaction shall be

deemed to be the securities of the related party held, at the

time the transaction is agreed to, by persons other than the

issuer or a wholly-owned subsidiary entity of the issuer,

and the consideration for the transaction shall be deemed to

be the consideration received by those persons,

(iii) if the transaction is one of two or more connected

transactions that are related party transactions and would,

without the exemption in this paragraph (a), require formal

valuations under this Instrument, the fair market values for

all of those transactions shall be aggregated in determining

whether the tests for this exemption are met, and

(iv) if the assets involved in the transaction (the "initial

transaction") include warrants, options or other instruments

providing for the possible future purchase of securities or

other assets (the "future transaction"), the calculation of the

fair market value for the initial transaction shall include the

fair market value, as of the time the initial transaction is

agreed to, of the maximum number of securities or other

consideration that the issuer may be required to issue or

pay in the future transaction,

(

b) Issuer Not Listed on Specified Markets - no securities of the

issuer are listed or quoted on the Toronto Stock Exchange,

Aequitas NEO Exchange Inc., the New York Stock Exchange, the

American Stock Exchange, the NASDAQ Stock Market, or a

stock exchange outside of Canada and the United States other

than the Alternative Investment Market of the London Stock

Exchange or the PLUS markets operated by PLUS Markets Group

plc,

(

c) Distribution of Securities for Cash - the transaction is a

distribution of securities of the issuer to a related party for cash

consideration, if

(

i) neither the issuer nor, to the knowledge of the issuer after

reasonable inquiry, the related party has knowledge of any

material information concerning the issuer or its securities

that has not been generally disclosed, and the disclosure

document for the transaction includes a statement to that

effect, and

(ii) the disclosure document for the transaction includes a

description of the effect of the distribution on the direct or

indirect voting interest of the related party,

(

d) Certain Transactions in the Ordinary Course of Business - the

transaction is

(

i) a purchase or sale, in the ordinary course of business of the

issuer, of inventory consisting of personal or movable

property under an agreement that has been approved by the

board of directors of the issuer and the existence of which

has been generally disclosed, or

(ii) a lease of real or immovable property or personal or

movable property under an agreement on reasonable

commercial terms that, considered as a whole, are not less

advantageous to the issuer than if the lease was with a

person dealing at arm's length with the issuer and the

existence of which has been generally disclosed,

(

e) Transaction Supported by Arm's Length Control Person - the

interested party beneficially owns, or exercises control or

direction over, voting securities of the issuer that carry fewer

voting rights than the voting securities beneficially owned, or

over which control or direction is exercised, by another security

holder of the issuer who is a control person of the issuer and who,

in the circumstances of the transaction

(

i) is not also an interested party,

(ii) is at arm's length to the interested party, and

(iii) supports the transaction,

(

f) Bankruptcy, Insolvency, Court Order -

(

i) the transaction is subject to court approval, or a court

orders that the transaction be effected, under

(

A) bankruptcy or insolvency law, or

(

B) section 191 of the CBCA, any successor to that

section, or equivalent legislation of a jurisdiction,

(ii) the court is advised of the requirements of this Instrument

regarding formal valuations for related party transactions,

and of the provisions of this paragraph (f), and

(iii) the court does not require compliance with

section 5.4,

(

g) Financial Hardship -

(

i) the issuer is insolvent or in serious financial difficulty,

(ii) the transaction is designed to improve the financial position

of the issuer,

(iii) paragraph (

f) is not applicable,

(iv) the issuer has one or more independent directors in respect

of the transaction, and

(

v) the issuer's board of directors, acting in good faith,

determines, and at least two-thirds of the issuer's

independent directors, acting in good faith, determine that

(

A) subparagraphs (

i) and (ii) apply, and

(

B) the terms of the transaction are reasonable in the

circumstances of the issuer,

(

h) Asset Resale -

(

i) the subject matter of the related party transaction was

acquired by the issuer or an interested party, as the case

may be, in a prior arm's length transaction that was agreed

to not more than 12 months before the date that the related

party transaction is agreed to, and a qualified, independent

valuator provides a written opinion that, after making such

adjustments, if any, as the valuator considers appropriate in

the exercise of the valuator's professional judgment

(

A) the value of the consideration payable by the issuer

for the subject matter of the related party transaction

is not more than the value of the consideration paid

by the interested party in the prior arm's length

transaction, or

(

B) the value of the consideration to be received by the

issuer for the subject matter of the related party

transaction is not less than the value of the

consideration paid by the issuer in the prior arm's

length transaction, and

(ii) the disclosure document for the related party transaction

includes the same disclosure regarding the valuator as is

required in the case of a formal valuation under

section 6.2,

(

i) Non-redeemable Investment Fund - the issuer is a non-

redeemable investment fund that

(

i) at least once each quarter calculates and publicly

disseminates the net asset value of its securities, and

(ii) at the time of publicly announcing the related party

transaction, publicly disseminates the net asset value of its

securities as of the business day before the announcement,

(

j) Amalgamation or Equivalent Transaction with No Adverse

Effect on Issuer or Minority - the transaction is a statutory

amalgamation, or substantially equivalent transaction, resulting in

the combination of the issuer or a wholly-owned subsidiary entity

of the issuer with an interested party, that is undertaken in whole

or in part for the benefit of another related party, if all of the

following conditions are satisfied:

(

i) the transaction does not and will not have any adverse tax

or other consequences to the issuer, the person resulting

from the combination, or beneficial owners of affected

securities generally,

(ii) no material actual or contingent liability of the interested

party with which the issuer or a wholly-owned subsidiary

entity of the issuer is combining will be assumed by the

issuer, the wholly-owned subsidiary entity of the issuer or

the person resulting from the combination,

(iii) the related party benefiting from the transaction agrees to

indemnify the issuer against any liabilities of the interested

party with which the issuer, or a wholly-owned subsidiary

entity of the issuer, is combining,

(iv) after the transaction, the nature and extent of the voting and

financial participating interests of holders of affected

securities in the person resulting from the combination will

be the same as, and the value of their financial participating

interests will not be less than, that of their interests in the

issuer before the transaction,

(

v) the related party benefiting from the transaction pays for all

of the costs and expenses resulting from the transaction.

5.6 Minority Approval - An issuer shall not carry out a related party transaction

unless the issuer has obtained minority approval for the transaction under

Part

5.7 Exemptions from Minority Approval Requirement

(1) Subject to subsections (2), (3), (4) and (5),

section 5.6 does not apply to

an issuer carrying out a related party transaction in any of the following

circumstances if the exemption relied on, any formal valuation

exemption relied on, and the facts supporting reliance on those

exemptions are disclosed in the disclosure document, if any, for the

transaction:

(

a) Fair Market Value Not More Than 25 Per Cent of Market

Capitalization - the circumstances described in paragraph (

a) of

section 5.5,

(

b) Fair Market Value Not More Than $2,500,000 - Distribution

of Securities for Cash - the circumstances described in paragraph

(

c) of

section 5.5, if

(

i) no securities of the issuer are listed or quoted on the

Toronto Stock Exchange, Aequitas NEO Exchange Inc.,

the New York Stock Exchange, the American Stock

Exchange, the NASDAQ Stock Market, or a stock

exchange outside of Canada and the United States other

than the Alternative Investment Market of the London

Stock Exchange or the PLUS markets operated by PLUS

Markets Group plc,

(ii) at the time the transaction is agreed to, neither the fair

market value of the securities to be distributed in the

transaction nor the consideration to be received for those

securities, insofar as the transaction involves interested

parties, exceeds $2,500,000,

(iii) the issuer has one or more independent directors in respect

of the transaction who are not employees of the issuer, and

(iv) at least two-thirds of the directors described in

subparagraph (iii) approve the transaction,

(

c) Other Transactions Exempt from Formal Valuation - the

circumstances described in paragraphs (d), (

e) and (

j) of

section

5.5,

(

d) Bankruptcy, Insolvency, Court Order - the circumstances

described in subparagraph (f)(

i) of

section 5.5, if the court is

advised of the requirements of this Instrument regarding minority

approval for related party transactions, and of the provisions of

this paragraph, and the court does not require compliance with

section 5.6,

(

e) Financial Hardship - the circumstances described in paragraph

(

g) of

section 5.5, if there is no other requirement, corporate or

otherwise, to hold a meeting to obtain any approval of the holders

of any class of affected securities,

(

f) Loan to Issuer, No Equity or Voting Component -

(

i) the transaction is a loan, or the creation of a credit facility,

that is obtained by the issuer from a related party on

reasonable commercial terms that are not less advantageous

to the issuer than if the loan or credit facility were obtained

from a person dealing at arm's length with the issuer, and

the loan, or each advance under the credit facility, as the

case may be, is not

(

A) convertible, directly or indirectly, into equity or

voting securities of the issuer or a subsidiary entity

of the issuer, or otherwise participating in nature, or

(

B) repayable as to principal or interest, directly or

indirectly, in equity or voting securities of the issuer

or a subsidiary entity of the issuer,

(ii) and for this purpose, any amendment to the terms of a loan

or credit facility is deemed to create a new loan or credit

facility,

(g) 90 Per Cent Exemption - one or more persons that are interested

parties within the meaning of subparagraph (d)(

i) of the definition

of interested party beneficially own, in the aggregate, 90 per cent

or more of the outstanding securities of a class of affected

securities at the time the transaction is agreed to, and either

(

i) an appraisal remedy is available to holders of the class of

affected securities under the statute under which the issuer

is organized or is governed as to corporate law matters, or

(ii) if an appraisal remedy referred to in subparagraph (

i) is not

available, holders of the class of affected securities are

given an enforceable right that is substantially equivalent to

the appraisal remedy provided for in

section 190 of the

CBCA and that is described in an information circular or

other document sent to holders of that class of affected

securities in connection with a meeting to approve the

related party transaction, or, if there is no such meeting, in

another document that is sent to those security holders not

later than the time by which an information circular or

other document would have been required to be sent to

them if there had been a meeting.

(2) Despite subparagraph (a)(iii) of

section 5.5, if the transaction is one of

two or more connected transactions that are related party transactions

and would, without the exemptions in paragraphs (

a) and (

b) of

subsection (1), require minority approval under this Instrument, the fair

market values for all of those transactions shall be aggregated in

determining whether the tests for those exemptions are met.

(3) If the transaction is a material amendment to the terms of a security, or

of a loan or credit facility to which the exemption in paragraph (

f) of

subsection (1) does not apply, the fair market value tests for the

exemptions in paragraphs (

a) and (

b) of subsection (1) shall be applied

to the whole transaction as amended, insofar as it involves interested

parties, rather than just to the amendment, and, for this purpose, any

addition of, or amendment to, a term involving a right to convert into or

otherwise acquire equity or voting securities is deemed to be a material

amendment.

(4) Subparagraphs (a)(i), (iii) and (iv) of

section 5.5 apply to paragraph (

b) of subsection 5.7(1) with appropriate modifications.

(5) If there are two or more classes of affected securities, paragraph (

g) of

subsection (1) applies only to a class of which the applicable interested

parties beneficially own, in the aggregate, 90 per cent or more of the

outstanding securities.

PART 6 FORMAL VALUATIONS AND PRIOR VALUATIONS

6.1 Independence and Qualifications of Valuator

(1) Every formal valuation required by this Instrument for a transaction

shall be prepared by a valuator that is independent of all interested

parties in the transaction and that has appropriate qualifications.

(2) It is a question of fact as to whether a valuator is independent of an

interested party or has appropriate qualifications.

(3) A valuator is not independent of an interested party in connection with a

transaction if

(

a) the valuator is an associated or affiliated entity or issuer insider of

the interested party,

(

b) except in the circumstances described in paragraph (e), the

valuator acts as an adviser to the interested party in respect of the

transaction, but for this purpose, a valuator that is retained by an

issuer to prepare a formal valuation for an issuer bid is not, for

that reason alone, considered to be an adviser to the interested

party in respect of the transaction,

(

c) the compensation of the valuator depends in whole or in part on

an agreement, arrangement or understanding that gives the

valuator a financial incentive in respect of the conclusion reached

in the formal valuation or the outcome of the transaction,

(

d) the valuator is

(

i) a manager or co-manager of a soliciting dealer group for

the transaction, or

(ii) a member of a soliciting dealer group for the transaction, if

the valuator, in its capacity as a soliciting dealer, performs

services beyond the customary soliciting dealer's function

or receives more than the per security or per security holder

fees payable to other members of the group,

(

e) the valuator is the external auditor of the issuer or of an interested

party, unless the valuator will not be the external auditor of the

issuer or of an interested party upon completion of the transaction

and that fact is publicly disclosed at the time of or prior to the

public disclosure of the results of the valuation, or

(

f) the valuator has a material financial interest in the completion of

the transaction,

and for the purposes of this subsection, references to the valuator include

any affiliated entity of the valuator.

(4) A valuator that is paid by one or more interested parties in a transaction,

or paid jointly by the issuer and one or more interested parties in a

transaction, to prepare a formal valuation for the transaction is not, by

virtue of that fact alone, not independent.

6.2 Disclosure Regarding Valuator - An issuer or offeror required to obtain a

formal valuation for a transaction shall include in the disclosure document for

the transaction

(

a) a statement that the valuator has been determined to be qualified

and independent,

(

b) a description of any past, present or anticipated relationship

between the valuator and the issuer or an interested party that may

be relevant to a perception of lack of independence,

(

c) a description of the compensation paid or to be paid to the

valuator,

(

d) a description of any other factors relevant to a perceived lack of

independence of the valuator,

(

e) the basis for determining that the valuator is qualified, and

(

f) the basis for determining that the valuator is independent, despite

any perceived lack of independence, having regard to the amount

of the compensation and any factors referred to in paragraphs (

b) and (d).

6.3 Subject Matter of Formal Valuation

(1) An issuer or offeror required to obtain a formal valuation shall provide

the valuation in respect of

(

a) the offeree securities, in the case of an insider bid or issuer bid,

(

b) the affected securities, in the case of a business combination,

(

c) any non-cash consideration being offered to, or to be received by,

the holders of securities referred to in paragraph (

a) or (b), and

(

d) the non-cash assets involved in a related party transaction.

(2) A formal valuation of non-cash consideration or assets referred to in

paragraph (1)(

c) or (

d) is not required if

(

a) the non-cash consideration or assets are securities of a reporting

issuer or are securities of a class for which there is a published

market,

(

b) the person that would otherwise be required to obtain the formal

valuation of those securities states in the disclosure document for

the transaction that the person has no knowledge of any material

information concerning the issuer of the securities, or concerning

the securities, that has not been generally disclosed,

(

c) in the case of an insider bid, issuer bid or business combination

(

i) a liquid market in the class of securities exists,

(ii) the securities constitute 25 per cent or less of the number of

securities of the class that are outstanding immediately

before the transaction,

(iii) the securities are freely tradeable at the time the transaction

is completed, and

(iv) the valuator is of the opinion that a valuation of the

securities is not required, and

(

d) in the case of a related party transaction for the issuer of the

securities, the conditions in subparagraphs (c)(

i) and (ii) of

section 5.5 are satisfied, regardless of the form of the

consideration for the securities.

6.4 Preparation of Formal Valuation

(1) A formal valuation shall contain the valuator's opinion as to a value or

range of values representing the fair market value of the subject matter

of the valuation.

(2) A person preparing a formal valuation under this Instrument shall

(

a) prepare the formal valuation in a diligent and professional

manner,

(

b) prepare the formal valuation as of an effective date that is not

more than 120 days before the earlier of

(

i) the date that the disclosure document for the transaction is

first sent to security holders, if applicable, and

(ii) the date that the disclosure document is filed,

(

c) make appropriate adjustments in the formal valuation for material

intervening events of which it is aware between the effective date

of the valuation and the earlier of the dates referred to in

subparagraphs (

i) and (ii) of paragraph (b),

(

d) in determining the fair market value of offeree securities or

affected securities, not include in the formal valuation a

downward adjustment to reflect the liquidity of the securities, the

effect of the transaction on the securities or the fact that the

securities do not form part of a controlling interest, and

(

e) provide sufficient disclosure in the formal valuation to allow the

readers to understand the principal judgments and principal

underlying reasoning of the valuator so as to form a reasoned

judgment of the valuation opinion or conclusion.

6.5

Summary of Formal Valuation

(1) An issuer or offeror required to provide a

summary of a formal valuation

shall ensure that the

summary provides sufficient detail to allow the

readers to understand the principal judgments and principal underlying

reasoning of the valuator so as to form a reasoned judgment of the

valuation opinion or conclusion.

(2) In addition to the disclosure referred to in subsection (1), if an issuer or

offeror is required to provide a

summary of a formal valuation, the issuer

or offeror shall ensure that the

summary

(

a) discloses

(

i) the effective date of the valuation, and

(ii) any distinctive material benefit that might accrue to an

interested party as a consequence of the transaction,

including the earlier use of available tax losses, lower

income taxes, reduced costs or increased revenues,

(

b) if the formal valuation differs materially from a prior valuation,

explains the differences between the two valuations or, if it is not

practicable to do so, the reasons why it is not practicable to do so,

(

c) indicates an address where a copy of the formal valuation is

available for inspection, and

(

d) states that a copy of the formal valuation will be sent to any

security holder upon request and without charge or, if the issuer

or offeror providing the

summary so chooses, for a nominal

charge sufficient to cover printing and postage.

6.6 Filing of Formal Valuation

(1) An issuer or offeror required to obtain a formal valuation in respect of a

transaction shall file a copy of the formal valuation

(

a) concurrently with the sending of the disclosure document for the

transaction to security holders, or

(

b) concurrently with the filing of a material change report for a

related party transaction for which no disclosure document is sent

to security holders, or if the formal valuation is not available at

the time of filing the material change report, as soon as the formal

valuation is available.

(2) If the formal valuation is included in its entirety in the disclosure

document, an issuer or offeror satisfies the requirement in subsection

(1) by filing the disclosure document.

6.7 Valuator's Consent - An issuer or offeror required to obtain a formal

valuation shall

(

a) obtain the valuator's consent to the filing of the formal valuation

and to the inclusion of the formal valuation or its

summary in the

disclosure document for the transaction for which the formal

valuation was obtained, and

(

b) include in the disclosure document a statement, signed by the

valuator, substantially as follows:

We refer to the formal valuation dated , which we prepared for

(indicate name of the person) for (briefly describe the transaction for

which the formal valuation was prepared). We consent to the filing of

the formal valuation with the securities regulatory authority and the

inclusion of [a

summary of the formal valuation/the formal valuation] in

this document.

6.8 Disclosure of Prior Valuation

(1) A person required to disclose a prior valuation shall, in the document in

which the prior valuation is required to be disclosed

(

a) disclose sufficient detail to allow the readers to understand the

prior valuation and its relevance to the present transaction,

(

b) indicate an address where a copy of the prior valuation is

available for inspection, and

(

c) state that a copy of the prior valuation will be sent to any security

holder upon request and without charge or, if the issuer or offeror

providing the

summary so chooses, for a nominal charge

sufficient to cover printing and postage.

(2) If there are no prior valuations, the existence of which is known after

reasonable inquiry, the person that would be required to disclose prior

valuations, if any existed, shall include a statement to that effect in the

document.

(3) Despite anything to the contrary in this Instrument, disclosure of the

contents of a prior valuation is not required in a document if

(

a) the contents are not known to the person required to disclose the

prior valuation,

(

b) the prior valuation is not reasonably obtainable by the person

required to disclose it, irrespective of any obligations of

confidentiality, and

(

c) the document contains statements regarding the prior valuation

substantially to the effect of paragraphs (

a) and (b).

6.9 Filing of Prior Valuation - A person required to disclose a prior valuation

shall file a copy of the prior valuation concurrently with the filing of the first

document in which that disclosure is required.

6.10 C