The Alberta Gazette

Part I

Vol. 109 Edmonton, Tuesday, April 30, 2013 No. 08

GOVERNMENT NOTICES

Agriculture and Rural Development

Form 15

(Irrigation Districts Act)

(Section 88)

Notice to Irrigation Secretariat:

Change of Area of an Irrigation District

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

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

the purposes of registration under

section 22 of the Land Titles Act and arrange for

notice to be published in the Alberta Gazette.

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

notation added to the certificate of title:

LINC Number

Short Legal Description as shown on title

Title Number

0018 627 729

N.E. 4-15-19-W4M

951 108 073

0022 318 497

S.W. 23-15-18-W4M

111 003 862

0022 319 230

N.E. 30-15-18-W4M

121 091 116

0026 533 381

S.E. 31-15-18-W4M

121 091 116 +2

0022 321 426

N.E. 31-15-18-W4M

121 091 116 +1

0022 315 908

N.E. 14-14-18-W4M

981 082 804 +2

0022 312 466

S.E. 23-14-18-W4M

981 082 804 +1

0022 313 464

S.W. 23-14-18-W4M

981 082 804 +4

0029 463 403

N.W. 23-14-18-W4M

021 289 844 +7

0029 463 411

N.E. 23-14-18-W4M

021 289 844 +8

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.

Energy

Production Allocation Unit Agreement

(Mines and Minerals Act)

Notice is hereby given, pursuant to

section 102 of the Mines and Minerals Act, that

the Minister of Energy on behalf of the Crown has executed counterparts of the

agreement entitled "Production Allocation Unit Agreement - Mannville Lloydminster

No. 3" and that the Unit became effective on January 1, 2013.

Notice is hereby given, pursuant to

section 102 of the Mines and Minerals Act, that

the Minister of Energy on behalf of the Crown has executed counterparts of the

agreement entitled "Production Allocation Unit Agreement - Provost Dina

Agreement No. 3" and that the Unit became effective on October 1, 2012.

Environment and Sustainable Resource Development

Notice of Variation Order 01-2013

Commercial Fishing Seasons

The close times and quotas set out in

Schedule 8 to the Alberta Fishery Regulations,

1998 in respect of the waters listed in the

Schedule to this Notice have been varied by

Variation Order 01-2013 by the Director of Fisheries Management in accordance with

section 3 of the Alberta Fishery Regulations, 1998.

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

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

Pursuant to Variation Order 01-2013 commercial fishing is permitted in accordance

with the following schedule.

SCHEDULE

PART 1

Item - 1

Column 1 Waters - In respect of:

(2) Athabasca Lake (117-1-W4)

Column 2 Gear - Gill net not less than 102 mm mesh

Column 3 Open Time - 08:00 hours on the day after the date of ice breakup in 2013

as determined by an officer to 16:00 hours July 15, 2013.

Column 4 Species and Quota - 1) Lake whitefish: 50,000 kg; 2) Walleye: 90,000 kg;

3) Yellow perch: 1 kg; 4) Northern pike: 45,000 kg; 5) Tullibee: 1 kg; 6) Lake trout:

10,000 kg.

Infrastructure

Sale or Disposition of Land

(Government Organization Act)

Name of Purchaser: The Town of Turner Valley

Consideration: $700,000.00 plus Land Exchange of the following lands: Plan

1210468, Block 1, Lots 1 and 2. Excepting thereout all mines and minerals

Land Description: Plan 8054EK, Block B, Lot 4 (Park Reserve) and Lot 5 (Public

Works Reserve)

Excepting thereout:

Plan

Number

Hectares

Acres

Road

0.144

0.35

Excepting thereout all mines and minerals.

Located in the Town of Turner Valley

Justice and Solicitor General

Office of the Public Trustee

Interest Rate on Public Trustee Guaranteed Accounts

(Public Trustee Act)

The following information is provided in accordance with

section 2(3) of the Public

Trustee Investment Regulation for the fiscal year ending March 31, 2013:

(

a) The average effective annual interest rate paid by the Public Trustee on guaranteed

accounts during the year was 3.10%.

(

b) The average reference rate during the year was 2.43%.

(

c) The ratio of the average referred to in (

a) to the average referred to in (b),

expressed as a percentage rounded to the first decimal place is 127.7%.

Leslie A. Hills

Public Trustee.

Safety Codes Council

Corporate Accreditation - Cancellation

(Safety Codes Act)

Pursuant to

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

Emerge Oil & Gas Inc, Accreditation No. C000844, Order No. 2757

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

Electrical

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

Installations at Oil & Gas Facilities and Alberta Electrical Utility Code.

Issued Date: April 2, 2013.

Municipal Accreditation - Amendment

(Safety Codes Act)

Pursuant to

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

Thorhild County, Accreditation No. M000255, Order No. 1246

Due to the name change from County of Thorhild and having satisfied the terms and

conditions of the Safety Codes Council is authorized to provide services under the

Safety Codes Act within the Municipality's boundaries in accordance with the

approved Uniform Quality Management Plan for the discipline of Building

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

amendments and regulations.

Accredited Date: August 4, 2000 Issued Date: April 2, 2013.

_______________

Pursuant to

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

Thorhild County, Accreditation No. M000255, Order No. 1245

Due to the name change from County of Thorhild and having satisfied the terms and

conditions of the Safety Codes Council is authorized to provide services under the

Safety Codes Act within the Municipality's boundaries in accordance with the

approved Uniform Quality Management Plan for the discipline of Electrical

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

Installations at Oil and Gas Facilities and Alberta Electrical Utility Code.

Accredited Date: August 4, 2000 Issued Date: April 2, 2013.

_______________

Pursuant to

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

Thorhild County, Accreditation No. M000255, Order No. 1244

Due to the name change from County of Thorhild and having satisfied the terms and

conditions of the Safety Codes Council is authorized to provide services under the

Safety Codes Act within the Municipality's boundaries in accordance with the

approved Uniform Quality Management Plan for the discipline of Gas

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

Storage and Handling Code including applicable Alberta amendments and

regulations. Excluding Propane and Natural Gas Highway Vehicle Conversions.

Accredited Date: August 4, 2000 Issued Date: April 2, 2013.

_______________

Pursuant to

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

Thorhild County, Accreditation No. M000255, Order No. 1243

Due to the name change from County of Thorhild and having satisfied the terms and

conditions of the Safety Codes Council is authorized to provide services under the

Safety Codes Act within the Municipality's boundaries in accordance with the

approved Uniform Quality Management Plan for the discipline of Plumbing

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

Systems Standard of Practice including applicable Alberta amendments and

regulations.

Accredited Date: August 4, 2000 Issued Date: April 2, 2013.

Alberta Securities Commission

AMENDMENTS TO NATIONAL INSTRUMENT 13-101

SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL

(SEDAR)

(Securities Act)

Made as a rule by the Alberta Securities Commission on January 16, 2013 pursuant to

sections 223 and 224 of the Securities Act.

Amendments to National Instrument 13-101

System for Electronic Document Analysis and Retrieval (SEDAR)

1. National Instrument 13-101 System for Electronic Document Analysis and

Retrieval (SEDAR) is amended by this Instrument.

2. Division A of

Part II of Appendix A is amended by

(

a) in

section (a) "General Filings",

(

i) repealing items 1, 2 and 3,

(ii) deleting "- POP System" wherever it appears,

(iii) repealing item 6,

(iv) inserting the following items:

6.1 Base Short Form PREP Prospectus

6.2 Base Long Form PREP Prospectus,

(

v) in items 7 and 8 by replacing "Short Form Prospectus" with

"Base Shelf Prospectus",

(vi) deleting "- Shelf" wherever it appears,

(vii) in item 9, adding "Shelf" before "Prospectus Supplement", and

(viii) adding the following item after item 16:

16.1 Supplemented Short Form PREP Prospectus,

(

b) repealing

section (b) "British Columbia Filings",

(

c) in

section (c) "Quebec Filings", repealing item 2, and

(

d) repealing

section (d) "Alberta Filings".

3. This Instrument comes into force on May 14, 2013.

Alberta Securities Commission

AMENDMENTS TO NATIONAL INSTRUMENT 31-103

REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING

REGISTRANT OBLIGATIONS

(Securities Act)

Made as a rule by the Alberta Securities Commission on February 13, 2013 pursuant

to sections 223 and 224 of the Securities Act.

Amendments to

National Instrument 31-103 Registration Requirements, Exemptions and Ongoing

Registrant Obligations

1. National Instrument 31-103 Registration Requirements, Exemptions and

Ongoing Registrant Obligations is amended by this Instrument.

Section 8.21 is amended

(

a) in subsection (1), by

(

i) replacing "approved credit rating" with "designated rating",

(ii) replacing "approved credit rating organization" with "designated

rating organization",

(iii) adding the following definition:

"DRO affiliate" has the same meaning as in

section 1 of National

Instrument 25-101 Designated Rating Organizations;, and

(

b) in paragraph (2)(b), by

(

i) replacing "an approved credit rating" with "a designated rating",

and

(ii) replacing "an approved credit rating organization" with "a

designated rating organization or its DRO affiliate".

Schedule 1 of Form 31-103F1 Calculation of Excess Working Capital

(calculating line 9 [market risk]) is amended by replacing "Moody's

Investors Service, Inc. or Standard & Poor's Corporation" with "Moody's

Canada Inc. or its DRO affiliate or Standard & Poor's Rating Services

(Canada) or its DRO affiliate".

4. This Instrument comes into force on May 31, 2013.

Alberta Securities Commission

AMENDMENTS TO NATIONAL INSTRUMENT 33-109

REGISTRATION INFORMATION

(Securities Act)

Made as a rule by the Alberta Securities Commission on February 13, 2013 pursuant

to sections 223 and 224 of the Securities Act.

Amendments to

National Instrument 33-109 Registration Information

1. National Instrument 33-109 Registration Information is amended by this

Instrument.

2. Form 33-109F6 Firm Registration is amended by replacing, in

Schedule 1 of

Form 31-103F1 Calculation of Excess Working Capital (calculating line 9

[market risk]), "Moody's Investors Service, Inc. or Standard & Poor's

Corporation" with "Moody's Canada Inc. or its DRO affiliate or Standard &

Poor's Rating Services (Canada) or its DRO affiliate".

3. This Instrument comes into force on May 31, 2013.

Alberta Securities Commission

AMENDMENTS TO NATIONAL INSTRUMENT 41-101

GENERAL PROSPECTUS REQUIREMENTS

(Securities Act)

Made as a rule by the Alberta Securities Commission on January 16, 2013 pursuant to

sections 223 and 224 of the Securities Act.

Amendments to

National Instrument 41-101 General Prospectus Requirements

1. National Instrument 41-101 General Prospectus Requirements is amended

by this Instrument.

Section 1.1 is amended by

(

a) in the definition of "executive officer",

(

i) adding "or an investment fund manager" after "means, for an

issuer",

(ii) adding "(a.1) a chief executive officer or chief financial officer"

after "(

a) a chair, vice-chair or president,", and

(iii) in paragraph (c), adding "or investment fund manager" after

"issuer".

(

b) adding the following

definitions:

"personal information form" means,

(

a) a completed

Schedule 1 of Appendix A, or

(

b) a completed TSX/TSXV personal information form submitted by

an individual to the Toronto Stock Exchange or to the TSX

Venture Exchange to which is attached a completed certificate

and consent in the form set out in

Schedule 1 - Part B of

Appendix A;

"predecessor personal information form" means,

(

a) a completed

Schedule 1 of Appendix A in the form that was in

effect from March 17, 2008 until May 14, 2013, or

(

b) a completed TSX/TSXV personal information form to which is

attached a completed certificate and consent in the form that was

in effect from March 17, 2008 until May 14, 2013;

"TSX/TSXV personal information form" means a personal information

form for an individual pursuant to Toronto Stock Exchange Form 4 or

TSX Venture Exchange Form 2A, each as amended from time to time;.

3. Subsection 2.3(1) is amended by

(

a) replacing "a final prospectus" with "its first amendment to a

preliminary prospectus", and

(

b) deleting "that relates to the final prospectus".

Section 2.3 is amended by adding the following subsections:

(1.1) An issuer must not file a final prospectus more than 90 days after the

date of the receipt for the preliminary prospectus or an amendment to the

preliminary prospectus which relates to the final prospectus.

(1.2) If an issuer files an amendment to a preliminary prospectus, the final

prospectus must be filed within 180 days from the date of the receipt of

the preliminary prospectus..

Part 5 is amended by adding the following section:

Certificate of principal distributor

5.10.1(1) If the issuer is an investment fund that has a principal distributor, a

prospectus must contain a certificate, in the applicable underwriter

certificate form, signed by the principal distributor.

(2) The certificate to be signed by the principal distributor must be signed

by an officer or director of the principal distributor who is authorized to

sign..

Section 9.1 is amended by renumbering it as subsection 9.1(1).

7. Subparagraph 9.1(1)(b)(ii) is amended by

(

a) replacing "Appendix A" with "personal information form", and

(

b) deleting "for whom the issuer has not previously filed or delivered,".

8. Clause 9.1(1)(b)(ii)(

D) is amended by replacing "promoter," with

"promoter;".

9. Clause 9.1(1)(b)(ii)(

E) is repealed.

10. Clause 9.1(1)(b)(ii)(

F) is repealed.

11. Clause 9.1(1)(b)(ii)(

G) is repealed.

Section 9.1 is amended by adding the following subsection:

(2) Despite subparagraph (1)(b)(ii), an issuer is not required to deliver to the

regulator a personal information form for an individual if the issuer,

another issuer or, if the issuer is an investment fund, the manager of the

investment fund issuer or another investment fund issuer, previously

delivered a personal information form for the individual and all of the

following are satisfied:

(

a) the certificate and consent included in or attached to the personal

information form was executed by the individual within three

years preceding the date of filing of the preliminary or pro-forma

long form prospectus;

(

b) the responses given by the individual to questions 6 through 10 of

the individual's personal information form are correct as at a date

that is within 30 days of the filing of the preliminary or pro-forma

long form prospectus;

(

c) if the personal information form was previously delivered to the

regulator by another issuer, the issuer delivers to the regulator,

concurrently with the filing of the preliminary or pro forma long

form prospectus, a copy of the previously delivered personal

information form or alternative information that is satisfactory to

the regulator.

(3) Until May 14, 2016, subparagraph (1)(b)(ii) does not apply to an issuer

in respect of the delivery of a personal information form for an

individual if the issuer or, if the issuer is an investment fund, the

manager of the investment fund issuer, previously delivered to the

regulator a predecessor personal information form for the individual and

all of the following are satisfied:

(

a) the certificate and consent included in or attached to the

predecessor personal information form was executed by the

individual within three years preceding the date of filing of the

preliminary or pro-forma long form prospectus;

(

b) the responses given by the individual to questions 4(

B) and (

C) and questions 6 through 9 or, in the case of a TSX/TSXV personal

information form in effect after September 8, 2011, questions 6

through 10, of the individual's predecessor personal information

form are correct as at a date that is within 30 days of the filing of

the preliminary or pro-forma long form prospectus..

13. Subparagraph 9.2(a)(vii) is amended by

(

a) deleting "and" in clause (A),

(

b) adding the following clause:

(A.1) each director of the issuer, and, and

(

c) replacing "each person or company required to sign a certificate under

Part 5" in clause (

B) with "any other person or company that provides

or signs a certificate under

Part 5".

14. Subparagraph 9.2(a)(xii) is amended by

(

a) after "Undertaking to File", replacing "Documents and Material

Contracts" with "Agreements, Contracts and Material Contracts",

(

b) replacing "a document referred to in subparagraph (ii), (iii) or (iv)" with

"an agreement, contract or declaration of trust under subparagraph (ii) or

(iv) or a material contract under subparagraph (iii)",

(

c) deleting "or become effective" wherever it appears,

(

d) replacing "to file the document" with "to file the agreement, contract,

declaration of trust or material contract", and

(

e) replacing "within seven days after the completion of the distribution;

and" with "no later than seven days after execution of the agreement,

contract, declaration of trust or material contract;".

15. Paragraph 9.2(

a) is amended by adding the following subparagraph:

(xii.1) Undertaking to File Unexecuted Documents - if a document referred

to in subparagraph (ii) does not need to be executed in order to become

effective and has not become effective before the filing of the final long

form prospectus, but will become effective on or before the completion

of the distribution, the issuer must file with the securities regulatory

authority, no later than the time of filing of the final long form

prospectus, an undertaking of the issuer to the securities regulatory

authority to file the document promptly and in any event no later than

seven days after the document becomes effective; and.

16. Subsection 10.1(1) is amended by

(

a) replacing "An issuer" with "Subject to subsection (1.1), an issuer",

(

b) adding a period at the end of paragraph (c), and

(

c) deleting the following:

"if that person or company is named in a prospectus or an amendment to a

prospectus, directly or, if applicable, in a document incorporated by reference,

(

d) as having prepared or certified any part of the prospectus or the

amendment,

(

e) as having opined on financial statements from which selected

information included in the prospectus has been derived and which audit

opinion is referred to in the prospectus directly or in a document

incorporated by reference, or

(

f) as having prepared or certified a report, valuation, statement or opinion

referred to in the prospectus or the amendment, directly or in a document

incorporated by reference.".

Section 10.1 is amended by adding the following subsection:

(1.1) Subsection (1) does not apply unless the person or company is named in

a prospectus or an amendment to a prospectus directly or, if applicable,

in a document incorporated by reference into the prospectus or

amendment,

(

a) as having prepared or certified any part of the prospectus or the

amendment,

(

b) as having opined on financial statements from which selected

information included in the prospectus has been derived and

which audit opinion is referred to in the prospectus directly or in a

document incorporated by reference, or

(

c) as having prepared or certified a report, valuation, statement or

opinion referred to in the prospectus or the amendment directly or

in a document incorporated by reference..

Section 11.2 is amended by replacing "No" with "Except as required under

section 11.3, no".

19. Paragraph 11.2(

b) is amended by adding "on an as-if converted basis" after

"offering".

Section 13.3 is amended by

(

a) in paragraph (d), adding "fundamental" before "investment

objective(s)",

(

b) in paragraph (g), deleting "and" after "made;",

(

c) in paragraph (h), replacing "." with ";", and

(

d) adding the following paragraph:

(

i) whether the security is or will be a qualified investment for a

registered retirement savings plan, registered retirement income

fund, registered education savings plan or tax free savings

account or qualifies or will qualify the holder for special tax

treatment..

Section 14.5 is amended by

(

a) in subsection 14.5(1), replacing "agreements between the investment

fund and the custodian or the custodian and the sub-custodian" with

"custodian agreements and sub-custodian agreements",

(

b) in subparagraph 14.5(1)(g), striking out "," after "sub-custodian", and

(

c) in subsection 14.5(3), replacing "An agreement between an investment

fund and a custodian or a custodian and a sub-custodian respecting the

portfolio assets" with "A custodian agreement or sub-custodian

agreement concerning the portfolio assets of an investment fund".

22. Paragraph 19.3(2)(

a) is amended by adding "pro forma or" after "the filing

of the" wherever it occurs.

23. Appendix A is amended by repealing the following:

PERSONAL INFORMATION FORM AND AUTHORIZATION OF

INDIRECT COLLECTION, USE AND DISCLOSURE OF

PERSONAL INFORMATION

In connection with an issuer's (the "Issuer") filing of a prospectus, the attached

Schedule 1 contains information (the "Information") concerning every

individual for whom the Issuer is required to provide the Information under

Part 9 of this Instrument or

Part 4 of NI 44-101. The Issuer is required by

provincial and territorial securities legislation to deliver the Information to the

regulators listed in

Schedule 3.

The Issuer confirms that each individual who has completed a

Schedule 1:

(

a) has been notified by the Issuer

(

i) of the Issuer's delivery to the regulator of the Information in

Schedule 1 pertaining to that individual,

(ii) that the Information is being collected indirectly by the regulator

under the authority granted to it by provincial and territorial

securities legislation or provincial legislation relating to

documents held by public bodies and the protection of personal

information,

(iii) that the Information collected from each director and executive

officer of the investment fund manager may be used in connection

with the prospectus filing of the Issuer and the prospectus filing of

any other issuer managed by the investment fund manager,

(iv) that the Information is being collected and used for the purpose of

enabling the regulator to administer and enforce provincial and

territorial securities legislation, including those obligations that

require or permit the regulator to refuse to issue a receipt for a

prospectus if it appears to the regulator that the past conduct of

management, an investment fund manager or promoter of the

Issuer affords reasonable grounds for belief that the business of

the Issuer will not be conducted with integrity and in the best

interests of its securityholders, and

(

v) of the contact, business address and business telephone number of

the regulator in the local jurisdiction as set out in the attached

Schedule 3, who can answer questions about the regulator's

indirect collection of the Information;

(

b) has read and understands the Personal Information Collection Policy

attached hereto as

Schedule 2; and

(

c) has, by signing the certificate and consent in

Schedule 1, authorized the

indirect collection, use and disclosure of the Information by the regulator

as described in

Schedule 2.

Date: _____________________________________

__________________________________________

Name of Issuer

Per:_______________________________________

___________________________________________

Name

___________________________________________

Official Capacity

(Please print the name of the person signing on behalf of the issuer)

Schedule 1 of Appendix A is amended by renumbering it as

Schedule 1,

Part

25. Part A of

Schedule 1 of Appendix A is amended by

(

a) repealing the following:

CERTIFICATE AND CONSENT

hereby certify that:

(Please Print - Name of

Individual)

(

a) I have read and understood the questions, cautions, acknowledgement and

consent in this Form, and the answers I have given to the questions in this

Form and in any attachments to it are true and correct, except where stated to

be to the best of my knowledge, in which case I believe the answers to be

true;

(

b) I have read and understand the Personal Information Collection Policy

attached hereto as

Schedule 2 (the "Personal Information Collection Policy");

(

c) I consent to the collection, use and disclosure of the information in this Form

and to the collection, use and disclosure of further personal information in

accordance with the Personal Information Collection Policy; and

(

d) I understand that I am providing this Form to a regulator listed in

Schedule 3

attached hereto and I am under the jurisdiction of the regulator to which I

submit this Form, and it is a breach of securities legislation to provide false or

misleading information to the regulator.

Date [within 30 days of the date of the preliminary prospectus]

Signature of Person Completing this Form

(

b) by replacing in the paragraph preceding the General Instructions of

Part A of

Schedule 1 of Appendix A

". Where an individual has submitted a personal information form (an

"Exchange Form") to the Toronto Stock Exchange or the TSX Venture

Exchange and the information has not changed, the Exchange Form may be

delivered in lieu of this Form; provided that the certificate and consent of this

Form is completed and attached to the Exchange Form." with "or

Part 2 of

National Instrument 81-101 Mutual Fund Prospectus Disclosure.".

26. Part A of

Schedule 1 of Appendix A, General Instructions, is amended by

(

a) in "All Questions"

(

i) adding "will not be accepted" after ""Not Applicable"", and

(ii) replacing "2B(iii) and 5 will not be accepted" with the

following:

2(iii) and (

v) and 5.

For the purposes of answering the questions in this Form, the term

"issuer" includes an investment fund manager.,

(

b) in the title Questions 6 to 9, replacing "9" with "10", and

(

c) in Questions 6 to 10,

(

i) replacing "check" with "place a checkmark", and

(ii) replacing "questions 6 to 9" with "questions 6 to 10".

27. Part A of

Schedule 1 of Appendix A,

Definitions, is amended by

(

a) in paragraph (

b) of the definition of "Offence", adding "Canadian or

foreign" before "jurisdiction",

(

b) in paragraph (

d) of the definition of "Offence", adding "other" before

"foreign",

(

c) in the NOTE to the definition of "Offence",

(

i) replacing "NOTE" with "GUIDANCE",

(ii) replacing "and it has not been revoked," with "for an Offence

that relates to fraud (including any type of fraudulent activity),

misappropriation of money or other property, theft, forgery,

falsification of books or documents or similar Offences,", and

(iii) replacing "offence" with "Offence",

(

d) in paragraph (

a) of the definition of "Proceedings", adding "which is

currently" after "inquiry",

(

e) in paragraph (

d) of the definition of "Proceedings"

(

i) replacing "self-regulatory organization" wherever it occurs with

"self-regulatory entity",

(ii) replacing "and their representatives" with "(including where

applicable, issuers listed on a stock exchange) and individuals

associated with those members and issuers",

(iii) replacing "by-laws or rules" with "by-laws, rules or policies",

and

(iv) replacing "for a hearing" with "to be heard",

(

f) in the definition of ""securities regulatory authority" (or "SRA")"

(

i) deleting the brackets surrounding "(or SRA)",

(ii) replacing "in any jurisdiction or in any foreign jurisdiction" with

"in any Canadian or foreign jurisdiction", and

(iii) replacing "or professional organization" with "entity",

(

g) in the definition of "self regulatory or professional organization",

replacing "or professional organization" with "entity or "SRE"",

(

h) in paragraph (

a) of the definition of "self regulatory entity or "SRE"",

adding "derivatives," after "stock,",

(

i) in paragraph (

e) of the definition of "self regulatory entity or "SRE",

(

i) replacing "self-regulatory entity" with "self-regulatory

organization",

(ii) adding "policies," after "rules,", and

(iii) replacing "a self-regulatory or professional organization" with

"an SRE".

Section 1.A. of Part A of

Schedule 1 of Appendix A is amended by replacing

"MIDDLE NAME(S) (If none, please state)" with "FULL MIDDLE

NAME(S) (No initials. If none, please state)".

Section 1.E. of Part A of

Schedule 1of Appendix A is amended by

(

a) adding an asterisk immediately after "E-MAIL", and

(

b) adding "*Provide an email address that the regulator may use to contact

you regarding this personal information form. This email address may

be used to exchange personal information relating to you." below the

last information field.

Section 1.F. of Part A of

Schedule 1 of Appendix A is amended by replacing

"correctly identify" with "recall".

Section 2.A. of Part A of

Schedule 1 of Appendix A is amended by

(

a) deleting the title "A. CANADIAN CITIZENSHIP",

(

b) in subparagraph(i), replacing "Citizen" with "citizen",

(

c) in subparagraph(iii), replacing "2A(ii)" with "2(ii)", and

(

d) adding the following subparagraphs:

(iv) Do you hold citizenship in any country other than Canada?

(

v) If "Yes" to Question 2(iv), the name of the country(ies):.

Section 2.B. of Part A of

Schedule 1 of Appendix A is repealed.

33. The introduction of

section 3 of Part A of

Schedule 1 of Appendix A is

amended by

(

a) adding "complete" before "employment history",

(

b) replacing "10" with "5", and

(

c) after the last sentence, adding "If you were unemployed during this

period of time, state this and identify the period of unemployment.".

Section 4 of Part A of

Schedule 1 of Appendix A is amended by replacing:

4. POSITIONS WITH OTHER ISSUERS

YES

While you were a director, officer or insider of an issuer, did

any exchange or self-regulatory organization ever refuse

approval for listing or quotation of that issuer (including a

listing resulting from a qualifying transaction, reverse

takeover, backdoor listing or change of business)? If yes,

attach full particulars.

Has your employment in a sales, investment or advisory

capacity with any firm or company engaged in the sale of real

estate, insurance or mutual funds ever been terminated for

cause?

Has a firm or company registered under the securities laws of

any jurisdiction or of any foreign jurisdiction as a securities

dealer, broker, investment advisor or underwriter, suspended

or terminated your employment for cause?

Are you or have you during the last 10 years ever been a

director, officer, promoter, insider or control person for any

reporting issuer?

If "YES" to 4D above, provide the names of each reporting issuer. State

the position(

s) held and the period(

s) during which you held the

position(s). Use an attachment if necessary.

NAME OF

MARKET

FROM

REPORTING

ISSUER

POSITION(

S) HELD

TRADED ON

with the following:

4. INVOLVEMENT WITH ISSUERS

YES

Are you or have you during the last 10 years ever been a

director, officer, promoter, insider or control person for any

reporting issuer?

If "YES" to 4A above, provide the names of each reporting issuer. State

the position(

s) held and the period(

s) during which you held the

position(s). Use an attachment if necessary.

NAME OF

MARKET

FROM

REPORTING

ISSUER

POSITION(

S) HELD

TRADED ON

While you were a director, officer or insider of an issuer, did

any exchange or other self-regulatory entity ever refuse

approval for listing or quotation of the issuer, including (

i) a

listing resulting from a business combination, reverse takeover

or similar transaction involving the issuer that is regulated by

an SRE or SRA, (ii) a backdoor listing or qualifying

acquisition involving the issuer (as those terms are defined in

the TSX Company Manual as amended from time to time) or

(iii) a qualifying transaction, reverse takeover or change of

business involving the issuer (as those terms are defined in the

TSX Venture Corporate Finance Manual as amended from

time to time)? If yes, attach full particulars.

Section 5.A. of Part A of

Schedule 1 of Appendix A is amended by replacing:

PROFESSIONAL DESIGNATION(S) - Provide any professional

designation held and professional associations to which you belong. For

example, Barrister & Solicitor, C.A., C.M.A., C.G.A., P.Eng., P.Geol.,

and CFA, etc. and indicate which organization and the date the

designations were granted.

PROFESSIONAL

DESIGNATION

and

MEMBERSHIP

NUMBER

GRANTOR OF

DESIGNATION

and

JURISDICTION

or FOREIGN

JURISDICTION

DATE

GRANTED

ACTIVE?

YES

with the following:

PROFESSIONAL DESIGNATION(S) - Identify any professional

designation held and professional associations to which you belong, for

example, Barrister & Solicitor, C.A., C.M.A., C.G.A., P.Eng., P.Geol.,

CFA, etc. and indicate which organization and the date the designations

were granted.

PROFESSIONAL

DESIGNATION

and

MEMBERSHIP

NUMBER

GRANTOR OF

DESIGNATION

and CANADIAN or

FOREIGN

JURISDICTION

DATE GRANTED

Describe the current status of any designation and/or association (e.g. active,

retired, non-practicing, suspended).

Section 6 of Part A of

Schedule 1 of Appendix A is amended by replacing the

following:

6. OFFENCES - If you answer "YES" to any item in Question 6, you

must provide complete details in an attachment.

YES

Have you ever pleaded guilty to or been found guilty of an

offence?

Are you the subject of any current charge, indictment or

proceeding for an offence?

To the best of your knowledge, are you or have you ever

been a director, officer, promoter, insider, or control person

of an issuer, in any jurisdiction or in any foreign

jurisdiction, at the time of events, where the issuer:

(

i) has ever pleaded guilty to or been found guilty of an

offence?

(ii) is the subject of any current charge, indictment or

proceeding for an offence?

with the following:

6. OFFENCES - If you answer "YES" to any item in Question 6, you

must provide complete details in an attachment. If you have received a

pardon under the Criminal Records Act (Canada) for an Offence that

relates to fraud (including any type of fraudulent activity),

misappropriation of money or other property, theft, forgery, falsification

of books or documents or similar Offences, you must disclose the

pardoned Offence in this Form.

YES

Have you ever, in any Canadian or foreign jurisdiction, pled

guilty to or been found guilty of an Offence?

Are you the subject of any current charge, indictment or

proceeding for an Offence, in any Canadian or foreign

jurisdiction?

To the best of your knowledge, are you currently or have

you ever been a director, officer, promoter, insider, or

control person of an issuer, in any Canadian or foreign

jurisdiction, at the time of events that resulted in the issuer:

(

i) pleading guilty to or being found guilty of an

Offence?

(ii) now being the subject of any charge, indictment or

proceeding for an alleged Offence?

37. The introduction of

section 7 of Part A of

Schedule 1 of Appendix A is

amended by adding "You must answer "YES" or "NO" for EACH of (A), (

B) and (

C) below." after the last sentence.

Section 7.A. of Part A of

Schedule 1 of Appendix A is amended by replacing

"jurisdiction or in any foreign jurisdiction" with "Canadian or foreign

jurisdiction".

Section 7.C. of Part A of

Schedule 1 of Appendix A is amended by

(

a) adding "currently" after "are you", and

(

b) replacing "jurisdiction or in any foreign jurisdiction" with "Canadian or

foreign jurisdiction".

Section 8.A. of Part A of

Schedule 1 of Appendix A is amended by replacing

the following:

YES

CURRENT PROCEEDINGS BY SECURITIES

REGULATORY AUTHORITY OR SELF

REGULATORY OR PROFESSIONAL

ORGANIZATION. Are you now, in any jurisdiction or

in any foreign jurisdiction, the subject of:

(

i) a notice of hearing or similar notice issued by a SRA?

(ii) a proceeding or to your knowledge, under

investigation, by an exchange or other self regulatory

or professional organization?

(iii) settlement discussions or negotiations for settlement

of any nature or kind whatsoever with a SRA or any

self regulatory or professional organization?

with the following:

YES

CURRENT PROCEEDINGS BY SECURITIES

REGULATORY AUTHORITY OR SELF

REGULATORY ENTITY. Are you now, in any

Canadian or foreign jurisdiction, the subject of:

(

i) a notice of hearing or similar notice issued by an

SRA or SRE?

(ii) a proceeding of or, to your knowledge, an

investigation by, an SRA or SRE?

(iii) settlement discussions or negotiations for settlement

of any nature or kind whatsoever with an SRA or

SRE?

Section 8.B. of Part A of

Schedule 1 of Appendix A is amended by replacing

the following:

YES

PRIOR PROCEEDINGS BY SECURITIES

REGULATORY AUTHORITY OR SELF

REGULATORY OR PROFESSIONAL

ORGANIZATION. Have you ever:

(

i) been reprimanded, suspended, fined, been the

subject of an administrative penalty, or otherwise

been the subject of any disciplinary proceedings of

any kind whatsoever, in any jurisdiction or in any

foreign jurisdiction, by a SRA or self regulatory or

professional organization?

(ii) had a registration or licence for the trading of

securities, exchange or commodity futures

contracts, real estate, insurance or mutual fund

products cancelled, refused, restricted or

suspended?

(iii) been prohibited or disqualified under securities,

corporate or any other legislation from acting as a

director or officer of a reporting issuer?

(iv) had a cease trading or similar order issued against

you or an order issued against you that denied you the

right to use any statutory prospectus or registration

exemption?

(

v) had any other proceeding of any nature or kind taken

against you?

with the following:

YES

PRIOR PROCEEDINGS BY SECURITIES

REGULATORY AUTHORITY OR SELF

REGULATORY ENTITY. Have you ever:

(

i) been reprimanded, suspended, fined, been the subject

of an administrative penalty, or been the subject of

any proceedings of any kind whatsoever, in any

Canadian or foreign jurisdiction, by an SRA or SRE?

(ii) had a registration or licence for the trading of

securities, exchange or commodity futures contracts,

real estate, insurance or mutual fund products

cancelled, refused, restricted or suspended by an

SRA or SRE?

(iii) been prohibited or disqualified by an SRA or SRE

under securities, corporate or any other legislation

from acting as a director or officer of a reporting

issuer or been prohibited or restricted by an SRA or

SRE from acting as a director, officer or employee

of, or an agent or consultant to, a reporting issuer?

(iv) had a cease trading or similar order issued against

you or an order issued against you by an SRA or SRE

that denied you the right to use any statutory

prospectus or registration exemption?

(

v) had any other proceeding of any kind taken against

you by an SRA or SRE?

Section 8.C. of Part A of

Schedule 1 of Appendix A is amended by

(

a) replacing "a" with "an" before "SRA",

(

b) replacing "self regulatory or professional organization" with "SRE"

wherever it appears,

(

c) replacing "any jurisdiction or in any foreign jurisdiction" with "any

Canadian or foreign jurisdiction",

(

d) replacing "a jurisdiction or in a foreign jurisdiction" with "a Canadian

or foreign jurisdiction", and

(

e) adding ", by-laws or policies" after "rules".

Section 8.D. of Part A of

Schedule 1 of Appendix A is amended by

(

a) replacing "any jurisdiction or in any foreign jurisdiction" with "any

Canadian or foreign jurisdiction", and

(

b) replacing "self regulatory or professional organization" with "self

regulatory entity".

44. Subparagraph 8.D.(

v) of Part A of

Schedule 1 of Appendix A is amended by

replacing the following:

(

v) taken any other proceeding of any nature or kind against the issuer,

including a trading halt, suspension or delisting of the issuer (other than

in the normal course for proper dissemination of information, pursuant

to a reverse takeover, backdoor listing or similar transaction)?

with the following:

(

v) commenced any other proceeding of any kind against the issuer,

including a trading halt, suspension or delisting of the issuer, in

connection with an alleged or actual contravention of an SRA's or

SRE's rules, regulations, policies or other requirements, but excluding

halts imposed (

i) in the normal course for proper dissemination of

information, or (ii) pursuant to a business combination, reverse takeover

or similar transaction involving the issuer that is regulated by an SRE or

SRA, including a qualifying transaction, reverse takeover or change of

business involving the issuer (as those terms are defined in the TSX

Venture Corporate Finance Manual as amended from time to time)?.

45. Subparagraph 8.D.(vi) of Part A of

Schedule 1 of Appendix A is amended by

(

a) deleting "involved in", and

(

b) replacing "in a jurisdiction or in a foreign jurisdiction or a self

regulatory or professional organization's rules" with "or the rules, by-

laws or policies of an SRE".

Section 9.A. of Part A of

Schedule 1 of Appendix A is amended by replacing

"any jurisdiction or in any foreign jurisdiction" with "any Canadian or foreign

jurisdiction".

47. Subparagraph 9.A.(

i) of Part A of

Schedule 1 of Appendix A is amended by

adding a comma after "changes".

48. Subparagraph 9.A.(ii) of Part A of

Schedule 1 of Appendix A is amended by

(

a) replacing "for" with "of" after "an issuer",

(

b) deleting the comma after "control person", and

(

c) adding a comma after "changes".

49. Subparagraph 9.B.(

i) of Part A of

Schedule 1 of Appendix A is amended by

(

a) replacing "any jurisdiction or in any foreign jurisdiction" with "any

Canadian or foreign jurisdiction",

(

b) replacing "of" with "to" after "jurisdiction,", and

(

c) adding a comma after "changes".

50. Subparagraph 9.B.(ii) of Part A of

Schedule 1 of Appendix A is amended by

(

a) adding "that is" after "an issuer",

(

b) replacing "any jurisdiction or in any foreign jurisdiction" with "any

Canadian or foreign jurisdiction",

(

c) replacing "of" with "to" after "jurisdiction,", and

(

d) adding a comma after "changes".

51. Subparagraph 9.C.(

i) of Part A of

Schedule 1 of Appendix A is amended by

(

a) replacing "any jurisdiction or in any foreign jurisdiction" with "any

Canadian or foreign jurisdiction", and

(

b) adding a comma after "changes".

52. Subparagraph 9.C.(ii) of Part A of

Schedule 1 of Appendix A is amended by

(

a) replacing "any jurisdiction or in any foreign jurisdiction" with "any

Canadian or foreign jurisdiction", and

(

b) adding a comma after "changes".

53. Part A of

Schedule 1 of Appendix A is amended by adding the following:

10. INVOLVEMENT WITH OTHER ENTITIES

YES

Has your employment in a sales, investment or advisory

capacity with any employer engaged in the sale of real

estate, insurance or mutual funds ever been suspended or

terminated for cause? If yes, attach full particulars.

Has your employment with a firm or company registered

under the securities laws of any Canadian or foreign

jurisdiction as a securities dealer, broker, investment advisor

or underwriter, ever been suspended or terminated for

cause? If yes, attach full particulars.

Has your employment as an officer of an issuer ever been

suspended or terminated for cause? If yes, attach full

particulars.

Schedule 1 of Appendix A is amended by adding the following part:

Schedule 1

Part B

CERTIFICATE AND CONSENT

hereby certify that:

(Please Print - Name of

Individual)

(

a) I have read and understand the questions, cautions, acknowledgement and

consent in the personal information form to which this certificate and consent

is attached or of which this certificate and consent forms a part (the "Form"),

and the answers I have given to the questions in the Form and in any

attachments to it are correct, except where stated to be answered to the best of

my knowledge, in which case I believe the answers to be correct;

(

b) I have been provided with and have read and understand the Personal

Information Collection Policy (the "Personal Information Collection

Policy") in

Schedule 2 of Appendix A to National Instrument 41-101

General Prospectus Requirements ("NI 41-101");

(

c) I consent to the collection, use and disclosure by a regulator or a securities

regulatory authority listed in

Schedule 3 of Appendix A to NI 41-101

(collectively the "regulators") of the information in the Form and to the

collection, use and disclosure by the regulators of further personal information

in accordance with the Personal Information Collection Policy including the

collection, use and disclosure by the regulators of the information in the Form

in respect of the prospectus filings of the Issuer and the prospectus filings of

any other issuer in a situation where I am or will be:

(

i) a director, executive officer or promoter of the other issuer,

(ii) a director or executive officer of a promoter of the other issuer, if the

promoter is not an individual, or

(iii) where the other issuer is an investment fund, a director or executive

officer of the investment fund manager; and

(

d) I am aware that I am providing the Form to the regulators and I understand

that I am under the jurisdiction of the regulators to which I submit the Form,

and that it is a breach of securities legislation to provide false or misleading

information to the regulators, whenever the Form is provided in respect of the

prospectus filings of the Issuer or the prospectus filings of any other issuer of

which I am or will be a director, executive officer or promoter.

Date [within 30 days of the date of the preliminary prospectus]

Signature of Person Completing this Form

55. The first paragraph of

Schedule 2 of Appendix A is amended by

(

a) adding "and securities regulatory authorities (the "regulators")" after

"The regulators",

(

b) replacing "Regulators" with "of Appendix A to National Instrument 41-

101 General Prospectus Requirements ("NI 41-101")",

(

c) replacing "personal information in

Schedule 1 Personal Information

Form" with "personal information in the personal information form as

this term is defined in NI 41-101 (the "Personal Information

Form"),", and

(

d) replacing "information provided in

Schedule 1" with "information

provided in the Personal Information Form".

56. The second paragraph of

Schedule 2 of Appendix A is amended by replacing

"Schedule 1" with "the Personal Information Form".

57. The third paragraph of

Schedule 2 of Appendix A is amended by

(

a) replacing "Schedule 1" with "the Personal Information Form" wherever

it occurs, and

(

b) at the end of the paragraph, adding the following:

Your consent also extends to the collection, use and disclosure of the

Information as described above in respect of other prospectus filings of

the Issuer and the prospectus filings of any other issuer in a situation

where you are or will be:

(

a) a director, executive officer or promoter of the other issuer,

(

b) a director or executive officer of a promoter of the other

issuer, if the promoter is not an individual, or

(

c) where the other issuer is an investment fund, a director or

executive officer of the investment fund manager..

58. The title of

Schedule 3 of Appendix A is amended by adding "and Securities

Regulatory Authorities" after "Regulators".

Schedule 3 of Appendix A is amended by

(

a) replacing the contact information for the Alberta Securities

Commission with the following:

Securities Review Officer

Alberta Securities Commission

Suite 600, 250 - 5th Street S.W.

Calgary, Alberta T2P 0R4

Telephone: (403) 297-6454

E-mail: inquiries@seccom.ab.ca

www.albertasecurities.com,

(

b) replacing the contact information for the Nova Scotia Securities

Commission with the following:

Deputy Director

Compliance and Enforcement Division

Nova Scotia Securities Commission

P.O. Box 458

Halifax, Nova Scotia B3J 2P8

Telephone: (902) 424-5354

www.gov.ns.ca/nssc,

(

c) replacing the contact information for Prince Edward Island with the

following:

Superintendent of Securities

Government of Prince Edward Island

95 Rochford Street, P.O. Box 2000, 4th Floor

Charlottetown, Prince Edward Island C1A 7N8

Telephone: (902) 368-4550

www.gov.pe.ca/securities,

(

d) replacing the contact information for the Saskatchewan Financial

Services Commission with the following:

Director

Financial and Consumer Affairs Authority of Saskatchewan

Suite 601, 1919 Saskatchewan Drive

Regina, Saskatchewan S4P 4H2

Telephone: (306) 787-5842

www.fcaa.gov.sk.ca, and

(

e) replacing the contact information for Yukon with the following:

Superintendent of Securities

Office of the Yukon Superintendent of Securities

Department of Community Services

307 Black Street, Whitehorse, Yukon, Y1A 2N1

Phone: 867-667-5466, Fax 867-393-6251.

60. Appendix C is amended by replacing "The undersigned accepts the

appointment as agent for service of process of [insert name of Issuer]" with

"The undersigned accepts the appointment as agent for service of process of

[insert name of Filing Person]".

61. Subsection 1.4(2) of Form 41-101F1 Information Required in a Prospectus

is amended by replacing the following:

(2) If there may be an over allocation position,

(

a) disclose that a purchaser who acquires securities forming part of

the underwriters' over-allocation position acquires those

securities under this prospectus, regardless of whether the over-

allocation position is ultimately filled through the exercise of the

over-allotment option or secondary market purchases, and

(

b) describe the terms of any over-allotment option or an option to

increase the size of the distribution before closing.

with the following:

(2) Describe the terms of any over-allotment option or any option to

increase the size of the distribution before closing..

Section 1.4 of Form 41-101F1 is amended by adding the following

subsection:

(2.1) If there may be an over-allocation position provide the following

disclosure:

"A purchaser who acquires [insert type of securities qualified for

distribution under the prospectus] forming part of the underwriters'

over-allocation position acquires those securities under this prospectus,

regardless of whether the over-allocation position is ultimately filled

through the exercise of the over-allotment option or secondary market

purchases"..

63. Subsection 1.4(3) of Form 41-101F1 is amended by replacing ", provide

totals for both the minimum and maximum offering amount, if applicable."

with "and a minimum offering amount

(

a) is required for the issuer to achieve one or more of the purposes of the

offering, provide totals for both the minimum and maximum offering

amount, or

(

b) is not required for the issuer to achieve any of the purposes of the

offering,

state the following in boldface type:

"No minimum amount of funds must be raised under this offering.

This means that the issuer could complete this offering after raising

only a small proportion of the offering amount set out above."".

64. Subsection 1.9(1) of Form 41-101F1 is amended by adding "or series" after

"class".

Section 1.12 of Form 41-101F1 is amended by replacing the following:

International issuers

If the issuer, a selling securityholder, or any person or company required to

provide a certificate under

Part 5 of the Instrument or other securities

legislation, is incorporated, continued, or otherwise organized under the laws

of a foreign jurisdiction or resides outside of Canada, state the following on the

cover page or under a separate heading elsewhere in the prospectus, with the

bracketed information completed:

"The [issuer, selling securityholder, or person or company providing a

certificate under

Part 5 of the Instrument or other securities legislation]

is incorporated, continued or otherwise organized under the laws of a

foreign jurisdiction or resides outside of Canada. Although [the person

or company described above] has appointed [name(

s) and address[es] of

agent(

s) for service] as its agent(

s) for service of process in [list

jurisdictions] it may not be possible for investors to enforce judgements

obtained in Canada against [the person or company described above]."

with the following:

Enforcement of judgments against foreign persons or companies

If the issuer, a director of the issuer, a selling securityholder, or any other

person or company that is signing or providing a certificate under

Part 5 of the

Instrument or other securities legislation, or any person or company for whom

the issuer is required to file a consent under

Part 10 of the Instrument, is

incorporated, continued, or otherwise organized under the laws of a foreign

jurisdiction or resides outside of Canada, state the following on the cover page

or under a separate heading elsewhere in the prospectus, with the bracketed

information completed:

"The [issuer, director of the issuer, selling securityholder, or other

person or company] is incorporated, continued or otherwise organized

under the laws of a foreign jurisdiction or resides outside of Canada.

[the person or company named below] has appointed the following

agent(

s) for service of process:

Name of Person or Company

Name and Address of Agent

Purchasers are advised that it may not be possible for investors to

enforce judgments obtained in Canada against any person or company

that is incorporated, continued or otherwise organized under the laws of

a foreign jurisdiction or resides outside of Canada, even if the party has

appointed an agent for service of process..

Section 5.4 of Form 41-101F1 is amended by adding "For the purposes of this

section, the alternative disclosure permitted in Instruction (ii) to

section 5.4 of

Form 51-102F2 does not apply." after "Form 51-102F2.".

67. Subsection 6.3(2) of Form 41-101F1 is amended by

(

a) replacing "subscription" with "offering amount", and

(

b) replacing "subscriptions" with "offering amounts".

Section 6.3 of Form 41-101F1 is amended by adding the following

subsections:

(3) If the following apply, disclose how the proceeds will be used by the

issuer, with reference to various potential thresholds of proceeds raised,

in the event that the issuer raises less than the maximum offering

amount:

(

a) the closing of the distribution is not subject to a minimum

offering amount;

(

b) the distribution is to be on a best efforts basis;

(

c) the issuer has significant short-term non-discretionary

expenditures including those for general corporate purposes, or

significant short-term capital or contractual commitments, and

may not have other readily accessible resources to satisfy those

expenditures or commitments.

(4) If the issuer is required to provide disclosure under subsection (3), the

issuer must discuss, in respect of each threshold, the impact, if any, of

raising each threshold amount on its liquidity, operations, capital

resources and solvency.

INSTRUCTIONS

If the issuer is required to disclose the use of proceeds at various thresholds under

subsections 6.3(3) and (4), include as an example a threshold that reflects the receipt

of 15% of the offering or less..

Section 8.5 of Form 41-101F1 is amended by replacing "32.6(1)" with

"32.6(2)".

Section 10.5 of Form 41-101F1 is amended by

(

a) replacing "disclose" with "provide the following disclosure in the

prospectus to indicate", and

(

b) deleting "and provide the following disclosure in the prospectus, with

the bracketed information completed".

Section 13.1 of Form 41-101F1 is amended by

(

a) adding "or series" after "each class",

(

b) adding "or exchangeable" after "convertible", and

(

c) adding "or series" after "those classes".

72. Subsection 13.2(1) of Form 41-101F1 is amended by

(

a) replacing "each class of" with "the following",

(

b) replacing "is traded" with "are traded",

(

c) adding "for the securities" after "quotation", and

(

d) replacing "occurs." with

"occurs;

(

a) each class or series of securities of the issuer distributed under the

prospectus;

(

b) securities of the issuer into which those classes or series of

securities are convertible or exchangeable.".

73. Subsection 13.2(2) of Form 41-101F1 is amended by

(

a) replacing "If a class of" with "For the following",

(

b) replacing "issuer is" with "issuer that are",

(

c) replacing "is traded" with "are traded",

(

d) adding "for the securities" after "quotation", and

(

e) replacing "occurs." with

"occurs;

(

a) each class or series of securities of the issuer distributed under the

prospectus;

(

b) securities of the issuer into which those classes or series of

securities are convertible or exchangeable.".

74. Item 30 of Form 41-101F1 is amended by adding the following section:

Convertible, exchangeable or exercisable securities

30.3 In the case of an offering of convertible, exchangeable or exercisable

securities in which additional amounts are payable or may become

payable upon conversion, exchange or exercise, provide a statement in

the following form:

"In an offering of [state name of convertible, exchangeable or

exercisable securities], investors are cautioned that the statutory right of

action for damages for a misrepresentation contained in the prospectus is

limited, in certain provincial [and territorial] securities legislation, to the

price at which the [state name of convertible, exchangeable or

exercisable securities] is offered to the public under the prospectus

offering. This means that, under the securities legislation of certain

provinces [and territories], if the purchaser pays additional amounts

upon [conversion, exchange or exercise] of the security, those amounts

may not be recoverable under the statutory right of action for damages

that applies in those provinces [and territories]. The purchaser should

refer to any applicable provisions of the securities legislation of the

purchaser's province [or territory] for the particulars of this right of

action for damages or consult with a legal adviser."

Section 32.1 of Form 41-101F1 is amended by

(

a) renumbering it subsection 32.1(1),

(

b) replacing "The" with "Subject to subsection (2), the", and

(

c) adding the following subsection:

(2) An issuer is not required to include the financial statements for an

acquisition to which paragraph (1)(

a) or (

b) applies if

(

a) the issuer was a reporting issuer in any jurisdiction of Canada

(

i) on the date of the acquisition, in the case of a completed

acquisition; or

(ii) immediately before the filing of the prospectus, in the case

of a proposed acquisition;

(

b) the issuer's principal asset before the acquisition is not cash, cash

equivalents, or its exchange listing; and

(

c) the issuer provides disclosure in respect of the proposed or

completed acquisition in accordance with Item 35..

Section 32.4 of Form 41-101F1 is amended by renumbering it subsection

32.4(1) and by adding the following subsection:

(2) Paragraphs (1)(a), (

b) and (

d) do not apply to an issuer

(

a) whose principal asset is cash, cash equivalents or its exchange

listing; or

(

b) in respect of financial statements of a reverse takeover acquirer

for a completed or proposed transaction by the issuer that was or

will be accounted for as a reverse takeover..

77. Subparagraph 32.5(b)(

i) of Form 41-101F1 is amended by deleting "and"

after "issuer,".

78. Paragraph 32.5(

b) of Form 41-101F1 is amended by adding the following

subparagraph:

(i.1) an auditor has not issued an auditor's report on those financial

statements, and.

79. Item 32 of Form 41-101F1 is amended by adding the following sections:

Pro forma financial statements for an acquisition

32.7(1)An issuer must include in the prospectus the pro forma financial

information set out in subsection (2) if

(

a) the issuer has completed or proposes an acquisition of a business for

which financial statement disclosure is required under

section 32.1;

(

b) less than nine months of the acquired business operations have been

reflected in the issuer's most recent audited financial statements

included in the prospectus; and

(

c) the inclusion of the pro forma financial statements is necessary for the

prospectus to contain full, true and plain disclosure of all material facts

relating to the securities to be distributed.

(2) For the purposes of subsection (1), include the following:

(

a) a pro forma statement of financial position of the issuer, as at the date of

the issuer's most recent statement of financial position included in the

prospectus, that gives effect, as if it had taken place as at the date of the

pro forma statement of financial position, to the acquisition that has been

completed, or is expected to be completed, but is not reflected in the

issuer's most recent statement of financial position for an annual or

interim period;

(

b) a pro forma income statement of the issuer that gives effect to the

acquisition completed, or expected to be completed, since the beginning

of the issuer's most recently completed financial year for which it has

included financial statements in its prospectus, as if it had taken place at

the beginning of that financial year, for each of the following periods:

(

i) the most recently completed financial year for which the issuer

has included financial statements in its prospectus; and

(ii) the interim period for which the issuer has included an interim

financial report in its prospectus, that started after the financial

year referred to in subparagraph (

i) and ended

(

A) in the case of a completed acquisition, immediately before

the acquisition date or, in the issuer's discretion, after the

acquisition date;

(

B) in the case of a proposed acquisition, immediately before

the date of the filing of the prospectus, as if the acquisition

had been completed before the filing of the prospectus and

the acquisition date were the date of the prospectus; and

(

c) pro forma earnings per share based on the pro forma financial statements

referred to in paragraph (b).

(3) If an issuer is required to include pro forma financial statements in its

prospectus under subsection (1),

(

a) in the case where the pro forma financial statements give effect to more

than one acquisition, the issuer must identify in the pro forma financial

statements each acquisition,

(

b) the issuer must include in the pro forma financial statements

(

i) adjustments attributable to the acquisition for which there are firm

commitments and for which the complete financial effects are

objectively determinable;

(ii) adjustments to conform amounts for the business to the issuer's

accounting policies; and

(iii) a description of the underlying assumptions on which the pro

forma financial statements are prepared, cross-referenced to each

related pro forma adjustment;

(

c) in the case where the financial year-end of the business differs from the

issuer's year-end by more than 93 days, for the purpose of preparing the

pro forma income statement of the issuer's most recently completed

financial year, the issuer must construct an income statement of the

business for a period of 12 consecutive months ending no more than 93

days before or after the issuer's year-end, by adding the results for a

subsequent interim period to a completed financial year of the business

and deducting the comparable interim results for the immediately

preceding year;

(

d) in the case where a constructed income statement is required under

paragraph (c), the pro forma financial statements must disclose the

period covered by the constructed income statement on the face of the

pro forma financial statements and must include a note stating that the

financial statements of the business used to prepare the pro forma

financial statements were prepared for the purpose of the pro forma

financial statements and do not conform with the financial statements for

the business included elsewhere in the prospectus;

(

e) in the case where an issuer is required to prepare a pro forma income

statement for an interim period required by paragraph (2)(b), and the pro

forma income statement for the most recently completed financial year

includes results of the business which are also included in the pro forma

income statement for the interim period, the issuer must disclose in a

note to the pro forma financial statements the revenue, expenses, and

profit or loss from continuing operations included in each pro forma

income statement for the overlapping period; and

(

f) a constructed period referred to in paragraph (

c) does not have to be

audited.

Pro forma financial statements for multiple acquisitions

32.8 Despite subsection 32.7(1), an issuer is not required to include in its

prospectus the pro forma financial statements otherwise required for

each acquisition if the issuer includes in its prospectus one set of pro

forma financial statements that

(

a) reflects the results of each acquisition since the beginning of the issuer's

most recently completed financial year for which financial statements of

the issuer are included in the prospectus, and

(

b) is prepared as if each acquisition had occurred at the beginning of the

most recently completed financial year of the issuer for which financial

statements of the issuer are included in the prospectus.

Exemption from financial statement disclosure for oil & gas acquisitions

32.9(1)In the case where sections 32.2, 32.3 and 32.7 apply to a completed or

proposed acquisition by operation of

section 32.1, those sections do not apply

(

a) the acquisition is an acquisition of a business which is an interest in an

oil and gas property;

(

b) the acquisition is not an acquisition of securities of another issuer, unless

the vendor transferred the business referenced in paragraph (1)(

a) to the

other issuer and that other issuer

(

i) was created for the sole purpose of facilitating the acquisition;

and

(ii) other than assets or operations relating to the transferred business,

has no

(

A) substantial assets; or

(

B) operating history;

(

c) the issuer is unable to provide the financial statements in respect of the

acquisition otherwise required under sections 32.2 and 32.3 because

those financial statements do not exist or because the issuer does not

have access to those financial statements;

(

d) the acquisition does not constitute a reverse takeover;

(

e) subject to subsections (2) and (3), in respect of the business for each of

the financial periods for which financial statements would, but for this

section, be required under sections 32.2 and 32.3, the prospectus

includes

(

i) an operating statement for the business prepared in accordance

with

section 3.17 of National Instrument 52-107 Acceptable

Accounting Principles and Auditing Standards;

(ii) a pro forma operating statement of the issuer that gives effect to

the acquisition completed or to be completed since the beginning

of the issuer's most recently completed financial year for which

financial statements are required to be included in the prospectus,

as if the acquisition had taken place at the beginning of that

financial year, for each of the financial periods referred to in

paragraph 32.7(2)(b), unless

(

A) more than nine months of the acquired business operations

have been reflected in the issuer's most recent audited

financial statements included in the prospectus; or

(

B) the inclusion of the pro forma financial statements is not

necessary for the prospectus to contain full, true and plain

disclosure of all material facts relating to the securities to

be distributed;

(iii) a description of the property or properties and the interest

acquired by the issuer; and

(iv) disclosure of the annual oil and gas production volumes from the

business;

(

f) the operating statement for the three most recently completed financial

years has been audited;

(

g) the prospectus discloses

(

i) the estimated reserves and related future net revenue attributable

to the business, the material assumptions used in preparing the

estimates and the identity and relationship to the issuer or to the

vendor of the person who prepared the estimates; and

(ii) the estimated oil and gas production volumes from the business

for the first year reflected in the estimated disclosure under

subparagraph (i).

(2) Subparagraphs (1)(e)(i), (ii) and (iv) do not apply if production, gross

sales, royalties, production costs and operating income were nil, or are

reasonably expected to be nil for the business for each financial period

and the prospectus discloses that fact.

(3) Paragraphs (1)(

e) and (

f) do not apply in respect of the third most

recently completed financial year if the issuer has completed the

acquisition and has included in the prospectus the following:

(

a) information in accordance with Form 51-101F1 as at a date

commencing on or after the acquisition date and within 6 months

of the date of the preliminary prospectus;

(

b) a report in the form of Form 51-101F2 on the reserves data

included in the disclosure required under paragraph (a);

(

c) a report in the form of Form 51-101F3 that refers to the

information disclosed under paragraph (a)..

80. Subsection 35.1(1) of Form 41-101F1 is amended by replacing the following:

35.1(1)This Item does not apply to a completed or proposed transaction by the

issuer that was or will be a reverse takeover or a transaction that is a proposed

reverse takeover that has progressed to a state where a reasonable person would

believe that the likelihood of the reverse takeover being completed is high.

with the following:

35.1(1)This Item does not apply to

(

a) a completed or proposed transaction by the issuer that was

or will be a reverse takeover or a transaction that is a

proposed reverse takeover that has progressed to a state

where a reasonable person would believe that the

likelihood of the reverse takeover being completed is high;

(

b) a completed or proposed acquisition

(

i) by the issuer if

(

A) the issuer's principal asset before the

acquisition is cash, cash equivalents or its

exchange listing; or

(

B) the issuer was not a reporting issuer in any

jurisdiction

(

I) on the acquisition date, in the case of a

completed acquisition; and

(II) immediately before filing the

prospectus, in the case of a proposed

acquisition; and

(ii) to which Item 32 applies by operation of

section

32.1..

81. Subsection 35.1(2) of Form 41-101F1 is repealed.

82. Paragraph 35.3(1)(

d) of Form 41-101F1 is amended by

(

a) adding "date" after "acquisition", and

(

b) deleting "completed".

83. General Instruction (7) of Form 41-101F2 Information Required in an

Investment Fund Prospectus is amended by replacing the following:

(7) The disclosure required in this Form must be presented in the order and

using the headings specified in the Form. However, scholarship plans may

make modifications to the disclosure items in order to reflect the special nature

of their investment structure and distribution mechanism.

with the following:

(7) The disclosure required in this Form must be presented in the order and

using the headings specified in the Form. If no sub-heading for an Item is

stipulated in this Form, an investment fund may include sub-headings under

the required headings..

84. Subsection 1.4(3) of Form 41-101F2 is amended by replacing the following:

(3) If there is an over-allotment option or an option the increase the size of

the distribution before closing,

(

a) disclose that a purchaser who acquires securities forming part of

the underwriters' over-allocation position acquires those securities

under this prospectus, regardless of whether the over-allocation

position is ultimately filled through the exercise of the over-

allotment option or secondary market purchases, and

(

b) describe the terms of the option.

with the following:

(3) Describe the terms of any over-allotment option or any option to

increase the size of the distribution before closing..

Section 1.4 of Form 41-101F2 is amended by adding the following

subsection:

(3.1) If there may be an over-allocation position provide the following

disclosure:

"A purchaser who acquires [insert type of securities qualified for

distribution under the prospectus] forming part of the underwriters'

over-allocation position acquires those securities under this prospectus,

regardless of whether the over-allocation position is ultimately filled

through the exercise of the over-allotment option or secondary market

purchases.".

86. Subsection 1.4(4) of Form 41-101F2 is amended by replacing "provide totals

for both the minimum and maximum offering amount, if applicable." with

"and a minimum offering amount

(

a) is required for the issuer to achieve one or more of the purposes of

the offering, provide totals for both the minimum and maximum

offering amount, or

(

b) is not required for the issuer to achieve any of the purposes of the

offering, state the following in boldface type:

"There is no minimum amount of funds that must be raised

under this offering. This means that the issuer could

complete this offering after raising only a small proportion of

the offering amount set out above."".

87. Subsection 1.11(2) of Form 41-101F2 is amended by deleting "Underwriting

Conflicts".

88. Subsection 1.12(4) of Form 41-101F2 is amended by adding "of" after

"execution, delivery and clearing".

Section 1.14 of Form 41-101F2 is amended by replacing the following:

1.14 - Non-Canadian Manager

If the investment fund manager is incorporated, continued or otherwise

organized under the laws of a foreign jurisdiction or resides outside of Canada,

state the following with the bracketed information completed:

"The manager is incorporated, continued or otherwise governed under

the laws of a foreign jurisdiction or resides outside Canada. Although

the manager has appointed [name and address of agent for service] as its

agent for service of process in Canada, it may not be possible for

investors to realize on judgements obtained in Canada against the

manager."

with the following:

1.14 - Enforcement of Judgements Against Foreign Persons or Companies

If the investment fund, investment fund manager or any other person or

company that is signing or providing a certificate under

Part 5 of the

Instrument or other securities legislation, or any person or company for whom

the issuer is required to file a consent under

Part 10 of the Instrument, is

incorporated, continued, or otherwise organized under the laws of a foreign

jurisdiction or resides outside of Canada, state the following on the cover page

or under a separate heading elsewhere in the prospectus, with the bracketed

information completed:

"The [investment fund, investment fund manager or any other person or

company] is incorporated, continued or otherwise organized under the

laws of a foreign jurisdiction or resides outside of Canada.

[the person or company named below] has appointed the following

agent(

s) for service of process:

Name of Person or Company

Name and Address of Agent

Purchasers are advised that it may not be possible for investors to

enforce judgments obtained in Canada against any person or company

that is incorporated, continued or otherwise organized under the laws of

a foreign jurisdiction or resides outside of Canada, even if the party has

appointed an agent for service of process.".

Section 3.3 is amended by:

(

a) in paragraph 3.3(1)(e), replacing the following:

(

e) the use of leverage, including any restrictions and the maximum

amount of leverage the fund could use expressed as a ratio as

follows: (total long positions including leveraged positions plus

total short positions) divided by the net assets of the investment

fund,

with the following:

(

e) the use of leverage, including the following:

(

i) if leverage is created through borrowing or the issuance of

preferred securities, disclose any restrictions on the

leverage used or to be used and whether the investment

fund will borrow a minimum amount. Disclose the

maximum amount of leverage the investment fund may use

as a ratio calculated by dividing the maximum total assets

of the investment fund by the net asset value of the

investment fund, and

(ii) if leverage is created through the use of specified

derivatives or by other means not disclosed in

subparagraph (i), disclose any restrictions on the leverage

used or to be used by the investment fund and whether the

investment fund will use a minimum amount of leverage.

Disclose the maximum amount of leverage the fund may

use as a multiple of net assets. Provide a brief explanation

of how the investment fund defines the term "leverage" and

the significance of the maximum and minimum amounts of

leverage to the investment fund,, and

(

b) inserting the following after subsection (2):

INSTRUCTIONS

(1) For the purposes of Item 3.3(1)(e)(i), a fund must calculate its

maximum total assets by aggregating the maximum value of its

long positions, short positions and the maximum amount that may

be borrowed.

(2) For the purposes of the disclosure required by Item

3.3(1)(e)(ii), the term "specified derivative" has the same

meaning as in NI 81-102. The description of an investment fund's

use of leverage under Item 3.3(1)(e)(ii) must provide investors

with sufficient information to understand the magnitude of the

market exposure of the investment fund as compared to the

amount of money raised by the investment fund from investors..

91. Subsection 3.4(1) of Form 41-101F2 is amended by replacing "registrar and

transfer agent and auditor" with "registrar and transfer agent, auditor and

principal distributor".

92. Subsection 3.6(4) of Form 41-101F2 is amended by replacing the following:

(4) Under the sub-heading "Annual Returns and Management Expense

Ratio", provide, in the following table, returns for each of the past five

years and the management expense ratio for each of the past five years

as disclosed in the most recently filed annual management report of fund

performance of the investment fund:

[specify

year]

[specify

year]

[specify

year]

[specify

year]

[specify

year]

Annual

Returns

MER

"MER" means management expense ratio.

with the following:

(4) Under the sub-heading "Annual Returns, Management Expense Ratio

and Trading Expense Ratio", provide, in the following table, returns for

each of the past five years, the management expense ratio for each of the

past five years and the trading expense ratio for each of the past five

years as disclosed in the most recently filed annual management report

of fund performance of the investment fund:

[specify

year]

[specify

year]

[specify

year]

[specify

year]

[specify

year]

Annual

Returns

..........

..........

..........

..........

..........

MER

..........

..........

..........

..........

..........

TER

..........

..........

..........

..........

..........

"MER" means management expense ratio based on total expenses,

excluding commissions and other portfolio transaction costs and

expressed as an annualized percentage of daily average net asset value.

"TER" means trading expense ratio and represents total commissions

and portfolio transaction costs expressed as an annualized percentage of

daily average net asset value..

Section 6.1 of Form 41-101F2 is amended by:

(

a) in paragraph 6.1(1)(b), replacing the following:

(

b) the use of leverage, including any restrictions and the maximum

amount of leverage the fund can use, expressed as a ratio as

follows: (total long positions including leveraged positions plus

total short positions) divided by the net assets of the investment

fund, and

with the following:

(

b) the use of leverage, including the following:

(

i) if leverage is created through borrowing or the issuance of

preferred securities, disclose any restrictions on the

leverage used or to be used and whether the investment

fund will borrow a minimum amount. Disclose the

maximum amount of leverage the investment fund may use

as a ratio calculated by dividing the maximum total assets

of the investment fund by the net asset value of the

investment fund, and

(ii) if leverage is created through the use of specified

derivatives or by other means not disclosed in

subparagraph (i), disclose any restrictions on the leverage

used or to be used by the investment fund and whether the

investment fund will use a minimum amount of leverage.

Disclose the maximum amount of leverage the fund may

use as a multiple of net assets. Provide a brief explanation

of how the investment fund defines the term "leverage" and

the significance of the maximum and minimum amounts of

leverage to the investment fund, and, and

(

b) inserting the following after subsection (6):

INSTRUCTIONS:

(1) For the purposes of Item 6.1(1)(b)(i), a fund must calculate its

maximum total assets by aggregating the maximum value of its long

positions, short positions and the maximum amount that may be

borrowed.

(2) For the purposes of the disclosure required by Item 6.1(1)(b)(ii), the

term "specified derivative" has the same meaning as in NI 81-102. The

description of an investment fund's use of leverage under Item

6.1(1)(b)(ii) must provide investors with sufficient information to

understand the magnitude of the market exposure of the investment fund

as compared to the amount of money raised by the investment fund from

investors..

Section 11.1 of Form 41-101F2 is replaced with the following:

11.1 - Annual Returns, Management Expense Ratio and Trading Expense

Ratio

Under the heading "Annual Returns, Management Expense Ratio and Trading

Expense Ratio", provide, in the following table, returns for each of the past five

years, the management expense ratio for each of the past five years and the

trading expense ratio for each of the past five years as disclosed in the most

recently filed annual management report of fund performance of the investment

fund:

[specify

year]

[specify

year]

[specify

year]

[specify

year]

[specify

year]

Annual

Returns

..........

..........

..........

..........

..........

MER

..........

..........

..........

..........

..........

TER

..........

..........

..........

..........

..........

"MER" means management expense ratio based on total expenses,

excluding commissions and other portfolio transaction costs and

expressed as an annualized percentage of daily average net asset value.

"TER" means trading expense ratio and represents total commissions

and portfolio transaction costs expressed as an annualized percentage of

daily average net asset value..

Section 19.1 of Form 41-101F2 is amended by

(

a) repealing paragraph 19.1(1)(c),

(

b) replacing "investment fund" with "issuer" after the words "officer of

any other" in subsection 19.1(2),

(

c) replacing "investment fund" with "issuer" after the words "executive

officer of any" in paragraph 19.1(4)(a),

(

d) adding the following subsections:

(10) Under the heading "Ownership of Securities of the Investment

Fund and of the Manager" disclose

(

a) the percentage of securities of each class or series of voting

or equity securities owned of record or beneficially, in

aggregate, by all the directors and executive officers of the

investment fund

(

i) in the investment fund if the aggregate level of

ownership exceeds 10 percent,

(ii) in the manager, or

(iii) in any person or company that provides services to

the investment fund or the manager; and

(

b) the percentage of securities of each class or series of voting

or equity securities owned of record or beneficially, in

aggregate, by all the directors and executive officers of the

manager of the investment fund

(

i) in the investment fund if the aggregate level of

ownership exceeds 10 percent,

(ii) in the manager, or

(iii) in any person or company that provides services to

the investment fund or the manager; and

(

c) the percentage of securities of each class or series of voting

or equity securities owned of record or beneficially, in

aggregate, by all the independent review committee

members of the investment fund

(

i) in the investment fund if the aggregate level of

ownership exceeds 10 percent,

(ii) in the manager, or

(iii) in any person or company that provides services to

the investment fund or the manager.

(11) If the management functions of the investment fund are carried

out by employees of the investment fund, disclose in respect of

those employees the disclosure concerning executive

compensation that is required to be provided for executive

officers of an issuer under securities legislation.

(12) Describe any arrangements under which compensation was paid

or payable by the investment fund during the most recently

completed financial year of the investment fund, for the services

of directors of the investment fund, members of an independent

board of governors or advisory board of the investment fund and

members of the independent review committee of the investment

fund, including the amounts paid, the name of the individual and

any expenses reimbursed by the investment fund to the individual

(

a) in that capacity, including any additional amounts payable

for committee participation or special assignments; and

(

b) as a consultant or expert.

(13) For an investment fund that is a trust, describe the arrangements,

including the amounts paid and expenses reimbursed, under

which compensation was paid or payable by the investment fund

during the most recently completed financial year of the

investment fund for the services of the trustee or trustees of the

investment fund., and

(

e) inserting the following after Instruction (4):

(5) The disclosure required under Item 19.1(11) regarding executive

compensation for management functions carried out by employees of an

investment fund must be made in accordance with the disclosure

requirements of Form 51-102F6..

Section 19 of Form 41-101F2 is amended by adding the following section:

19.10 - Principal Distributor

(1) If applicable, state the name and address of the principal

distributor of the investment fund.

(2) Describe the circumstances under which any agreement with the

principal distributor of the investment fund may be terminated

and include a brief description of the essential terms of this

agreement..

97. Paragraph 21.2(

f) of Form 41-101F2 is amended by replacing "dividends"

with "distributions".

98. Subsection 21.6(1) of Form 41-101F2 is amended by replacing "the" with "a"

after the words "proposes to distribute under".

99. Subsection Subsection 28.1(1) of Form 41-101F2 is amended by adding ", if

known or if ought to be known by the investment fund or the manager" after

the words "securityholder of the investment fund".

Section 33.2 of Form 41-101F2 is amended by adding the following

subsection:

(4) Despite subsection (1), an auditor who is independent in accordance

with the auditor's rules of professional conduct in a jurisdiction of

Canada or has performed an audit in accordance with US GAAS is not

required to provide the disclosure in subsection (1) if there is disclosure

that the auditor is independent in accordance with the auditor's rules of

professional conduct in a jurisdiction of Canada or that the auditor has

complied with the SEC's rules on auditor independence..

101. This Instrument comes into force on May 14, 2013.

Alberta Securities Commission

AMENDMENTS TO NATIONAL INSTRUMENT 41-101

GENERAL PROSPECTUS REQUIREMENTS

(Securities Act)

Made as a rule by the Alberta Securities Commission on February 13, 2013 pursuant

to sections 223 and 224 of the Securities Act.

Amendments to

National Instrument 41-101 General Prospectus Requirements

1. National Instrument 41-101 General Prospectus Requirements is amended

by this Instrument.

Section 1.1 is amended by

(

a) replacing "approved rating organization" with "designated rating

organization",

(

b) adding the following

definitions:

"DRO affiliate" has the same meaning as in

section 1 of NI 25-101;, and

"NI 25-101" means National Instrument 25-101 Designated Rating

Organizations;.

3. Subsection 7.2(2) is amended by replacing "approved rating organization"

with "designated rating organization or its DRO affiliate".

4. Subsection 10.1(4) is amended by replacing "an approved rating organization"

with "a designated rating organization or its DRO affiliate".

5. This Instrument comes into force on May 31, 2013.

Alberta Securities Commission

AMENDMENTS TO NATIONAL INSTRUMENT 44-101 SHORT FORM

PROSPECTUS DISTRIBUTIONS

(Securities Act)

Made as a rule by the Alberta Securities Commission on January 16, 2013 pursuant to

sections 223 and 224 of the Securities Act.

Amendments to

National Instrument 44-101 Short Form Prospectus Distributions

1. National Instrument 44-101 Short Form Prospectus Distributions is

amended by this Instrument.

Section 1.1 is amended by

(

a) adding the following definition:

"reverse takeover acquiree" has the same meaning as in

section 1.1 of NI

51-102;, and

and

(

b) replacing the definition of "successor issuer" with the following:

"successor issuer" means

(

a) except for an issuer which, in the case where the restructuring

transaction involved a divestiture of a portion of a reporting

issuer's business, succeeded to or otherwise acquired less than

substantially all of the business divested, an issuer that meets any

of the following requirements:

(

i) it was a reverse takeover acquiree in a completed reverse

takeover;

(ii) it was formed as a result of a completed restructuring

transaction;

(iii) it participated in a restructuring transaction and its

existence continued following the completion of the

restructuring transaction; or

(

b) an issuer that issued securities to the securityholders of a second

issuer that was a reporting issuer, in a reorganization that did not

alter those securityholders' proportionate interest in the second

issuer or the second issuer's proportionate interest in its assets;.

Section 2.7 is amended by replacing "Exemptions for New Reporting Issuers

and Successor Issuers" in the title with "Exemptions for Reporting Issuers that

Previously Filed a Prospectus and Successor Issuers".

4. Subsection 2.7(1) is amended by replacing "Paragraph 2.2(d), paragraph

2.3(1)(

d) and paragraph 2.6(1)(b)" with "Paragraphs 2.2(d), 2.3(1)(

d) and

2.6(1)(b)".

5. Paragraph 2.7(1)(

a) is amended by adding "any" after "has not yet been

required under the applicable CD rule to file".

Section 2.7 is amended by adding the following subsection:

(1.1) Subparagraphs 2.2(d)(ii), 2.3(1)(d)(ii) and 2.6(1)(b)(ii) do not

apply to an issuer if

(

a) the issuer has filed annual financial statements as required

under the applicable CD rule, and

(

b) unless the issuer is seeking qualification under

section 2.6,

the issuer has filed and obtained a receipt for a final

prospectus that included the issuer's or each predecessor

entity's comparative annual financial statements for its

most recently completed financial year or the financial year

immediately preceding its most recently completed

financial year, together with the auditor's report

accompanying those financial statements and, if there has

been a change of auditors since the comparative period, an

auditor's report on the financial statements for the

comparative period..

7. Subsection 2.7(2) is amended by replacing "Paragraph 2.2(d), paragraph

2.3(1)(

d) and paragraph 2.6(1)(b)" with "Paragraphs 2.2(d), 2.3(1)(

d) and

2.6(1)(b)".

8. Paragraph 2.7(2)(

a) is amended by adding "or the reorganization described in

paragraph (

b) of the definition of "successor issuer"," after "transaction".

9. Paragraph 2.7(2)(

b) is amended by

(

a) replacing "that" with "or the reorganization described in paragraph (

b) of the definition of "successor issuer", in which the successor issuer

participated or which", and

(

b) adding "or reorganization" after "an issuer that was a party to the

restructuring transaction".

10. Subparagraph Subparagraph 2.7(2)(b)(ii) is amended by adding "in the case

of a restructuring transaction," before "included".

Section 2.7 is amended by adding the following subsection:

(3) Paragraphs 2.2(d), 2.3(1)(

d) and 2.6(1)(

b) do not apply to an issuer if

(

a) the issuer is not exempt from the requirement in the applicable

CD rule to file annual financial statements within a prescribed

period after its financial year end, but the issuer has not yet, since

the completion of a qualifying transaction or reverse takeover (as

both terms are defined in the TSX Venture Exchange Corporate

Finance Manual, as amended from time to time) been required

under the applicable CD rule to file annual financial statements,

and

(

b) a CPC filing statement as defined in the TSX Venture Exchange

Corporate Finance Manual as amended from time to time, or other

filing statement of the TSX Venture Exchange was filed by the

issuer and,

(

i) in the case of a CPC filing statement, the statement

(

A) was filed in connection with a qualifying transaction,

and

(

B) complied with the TSX Venture Exchange Corporate

Finance Manual, as amended from time to time, in

respect of the qualifying transaction; or

(ii) in the case of a TSX Venture Exchange filing statement,

other than a CPC filing statement, the statement

(

A) was filed in connection with a reverse takeover, and

(

B) complied with TSX Venture Exchange Corporate

Finance Manual, as amended from time to time, in

respect of the reverse takeover..

12. Subsection 2.8(5) is repealed.

Section 2.8 is amended by adding the following subsection:

(6) The 10 business day period referred to in subsection (1) does not apply if

(

a) an issuer is relying on

section 2.4 or 2.5 and the following

requirements are met:

(

i) the issuer satisfies

section 2.4 or 2.5, as applicable, at the

time of filing its short form prospectus;

(ii) the issuer files its notice of intention before or concurrently

with the filing of its preliminary short form prospectus; and

(iii) the issuer's credit supporter

(

A) previously filed a notice of intention under

subsection (1) which has not been withdrawn; or

(

B) is deemed to have filed a notice of intention under

subsection (4); or

(

b) an issuer is a successor issuer and the following requirements are

met:

(

i) the issuer satisfies

(

A) section 2.2, 2.3 or 2.6, and

(

B) subsection 2.7(2);

(ii) the issuer files its notice of intention before or concurrently

with the filing of its preliminary short form prospectus; and

(iii) the issuer has acquired substantially all of its business from

a person or company that

(

A) previously filed a notice of intention under

subsection (1) which has not been withdrawn; or

(

B) is deemed to have filed a notice of intention under

subsection (4)..

Section 4.1 is amended by renumbering it as subsection 4.1(1).

15. Subparagraph 4.1(1)(b)(

i) is amended by

(

a) replacing "Appendix A to NI 41-101" with "personal information

form", and

(

b) deleting "for whom the issuer has not previously filed or delivered,".

16. Clause 4.1(1)(b)(i)(

D) is amended by replacing "promoter," with "promoter;".

17. Clause 4.1(1)(b)(i)(

E) is repealed.

18. Clause 4.1(1)(b)(i)(

F) is repealed.

19. Clause 4.1(1)(b)(i)(

G) is repealed.

Section 4.1 is amended by adding the following subsections:

(2) Despite subparagraph (1)(b)(i), an issuer is not required to deliver to the

regulator a personal information form for an individual if the issuer,

another issuer or, if the issuer is an investment fund, the manager of the

investment fund issuer or another investment fund issuer, previously

delivered a personal information form for the individual and all of the

following are satisfied:

(

a) the certificate and consent included in or attached to the personal

information form was executed by the individual within three

years preceding the date of filing of the preliminary short form

prospectus;

(

b) the responses given by the individual to questions 6 through 10 of

the individual's personal information form are correct as at a date

that is within 30 days of the filing of the preliminary short form

prospectus;

(

c) if the personal information form was previously delivered to the

regulator by another issuer, the issuer delivers to the regulator,

concurrently with the filing of the preliminary short form

prospectus, a copy of the previously delivered personal

information form, or alternative information that is satisfactory to

the regulator.

(3) Until May 14, 2016, subparagraph (1)(b)(

i) does not apply to an issuer in

respect of the delivery of a personal information form for an individual

if the issuer or, if the issuer is an investment fund, the manager of the

investment fund issuer, previously delivered to the regulator a

predecessor personal information form for the individual and all of the

following are satisfied:

(

a) the certificate and consent included in or attached to the

predecessor personal information form was executed by the

individual within three years preceding the date of filing of the

preliminary short form prospectus;

(

b) the responses given by the individual to questions 4(

B) and (

C) and questions 6 through 9 or, in the case of a TSX/TSXV personal

information form in effect after September 8, 2011, questions 6

through 10, of the individual's predecessor personal information

form are correct as at a date that is within 30 days of the filing of

the preliminary short form prospectus..

21. Subparagraph 4.2(a)(vi) is amended by

(

a) deleting "and" in clause (A),

(

b) adding the following clause:

(A.1) each director of the issuer, and, and

(

c) replacing "each person or company required to provide a certificate

under

Part 5 of NI 41-101 or other securities legislation, other than an

issuer," in clause (

B) with "any other person or company that provides

or signs a certificate under

Part 5 of NI 41-101 or other securities

legislation, other than an issuer,".

22. Subparagraph 4.2(a)(

x) is amended by

(

a) after "Undertaking to File", replacing "Documents and Material

Contracts" with "Agreements, Contracts and Material Contracts",

(

b) replacing "a document referred to in subparagraph (iii) or (iii.1)" with

"an agreement or contract referred to in subparagraph (iii) or a material

contract under subparagraph (iii.1)",

(

c) deleting "or become effective" wherever it appears,

(

d) adding "final" before "short form prospectus", and

(

e) replacing "file the document promptly and in any event within seven

days after the completion of the distribution; and" with "file the

agreement, contract or material contract promptly and in any event no

later than seven days after the execution of the agreement, contract or

material contract;".

23. Paragraph 4.2(

a) is amended by adding the following subparagraph:

(x.1) Undertaking to File Unexecuted Documents - if a document referred

to in subparagraph (iii) does not need to be executed in order to become

effective and has not become effective before the filing of the final short form

prospectus, but will become effective on or before the completion of the

distribution, the issuer must file with the securities regulatory authority, no

later than the time of filing of the final short form prospectus, an undertaking

of the issuer to the securities regulatory authority to file the document promptly

and in any event no later than seven days after the document becomes

effective; and.

Section 7.1 is amended by replacing "filing of a preliminary short form

prospectus" with "issuance of a receipt for a preliminary short form

prospectus".

Section 7.2 is amended by replacing "filing of a preliminary short form

prospectus" with "issuance of a receipt for a preliminary short form

prospectus".

26. Subsection 1.6(2) of Form 44-101F1 Short Form Prospectus is amended by

replacing the following:

(2) If there is an over-allotment option or an option to increase the size of

the distribution before closing,

(

a) disclose that a purchaser who acquires securities forming part of

the underwriters' over-allocation position acquires those

securities under this short form prospectus, regardless of whether

the over-allocation position is ultimately filled through the

exercise of the over-allotment option or secondary market

purchases, and

(

b) describe the terms of the option.

with the following:

(2) Describe the terms of any over-allotment option or any option to

increase the size of the distribution before closing..

Section 1.6 of Form 44-101F1 is amended by adding the following

subsection:

(2.1) If there may be an over-allocation position provide the following

disclosure:

A purchaser who acquires [insert type of securities qualified for

distribution under the prospectus] forming part of the underwriters'

over-allocation position acquires those securities under this short form

prospectus, regardless of whether the over-allocation position is

ultimately filled through the exercise of the over-allotment option or

secondary market purchases..

28. Subsection 1.6(3) of Form 44-101F1 is amended by replacing ", provide

totals for both the minimum and maximum subscriptions, if applicable." with

the following:

and a minimum offering amount

(

a) is required for the issuer to achieve one or more of the purposes of the

offering, provide totals for both the minimum and maximum offering

amount, or

(

b) is not required for the issuer to achieve any of the purposes of the

offering, state the following in boldface type:

"There is no minimum amount of funds that must be raised

under this offering. This means that the issuer could

complete this offering after raising only a small proportion of

the offering amount set out above.".

29. Subsection 1.9(1) of Form 44-101F1 is amended by adding "or series" after

"class".

Section 1.11 of Form 44-101F1 is amended by replacing the following:

International issuers

If the issuer, a selling securityholder, or any person or company required to

provide a certificate under

Part 5 of NI 41-101 or other securities legislation, is

incorporated, continued, or otherwise organized under the laws of a foreign

jurisdiction or resides outside of Canada, state the following on the cover page

or under a separate heading elsewhere in the short form prospectus, with the

bracketed information completed:

"The [issuer, selling securityholder, person or company signing a

certificate under

Part 5 of NI 41-101 or securities legislation] is

incorporated, continued or otherwise organized under the laws of a

foreign jurisdiction or resides outside of Canada. Although [the person

or company described above] has appointed [name(

s) and address[es] of

agent(

s) for service] as its agent(

s) for service of process in [list

jurisdictions] it may not be possible for investors to enforce judgements

obtained in Canada against [the person or company described above]."

with the following:

Enforcement of Judgments Against Foreign Persons or Companies

If the issuer, a director of the issuer, a selling securityholder, or any other person or

company that is signing or providing a certificate under

Part 5 of NI 41-101 or other

securities legislation, or any person or company for whom the issuer is required to file

a consent under

Part 10 of NI 41-101, is incorporated, continued, or otherwise

organized under the laws of a foreign jurisdiction or resides outside of Canada, state

the following on the cover page or under a separate heading elsewhere in the

prospectus, with the bracketed information completed:

"The [issuer, director of the issuer, selling securityholder, or other person or

company] is incorporated, continued or otherwise organized under the laws of

a foreign jurisdiction or resides outside of Canada.

[the person or company named below] has appointed the following agent(

s) for

service of process:

Name of Person or Company

Name and Address of Agent

Purchasers are advised that it may not be possible for investors to enforce

judgments obtained in Canada against any person or company that is

incorporated, continued or otherwise organized under the laws of a foreign

jurisdiction or resides outside of Canada, even if the party has appointed an

agent for service of process..

31. Subsection 4.2(2) of Form 44-101F1 is amended by

(

a) replacing "subscription" with "offering amount", and

(

b) replacing "subscriptions" with "offering amounts".

Section 4.2 of Form 44-101F1 is amended by adding the following

subsections:

(3) If the following apply, disclose how the proceeds will be used by the

issuer, with reference to various potential thresholds of proceeds raised,

in the event that the issuer raises less than the maximum offering

amount:

(

a) the closing of the distribution is not subject to a minimum

offering amount;

(

b) the distribution is to be on a best efforts basis; and

(

c) the issuer has significant short-term non-discretionary

expenditures including those for general corporate purposes, or

significant short-term capital or contractual commitments, and

may not have other readily accessible resources to satisfy those

expenditures or commitments.

(4) If the issuer is required to provide disclosure under subsection (3), the

issuer must discuss, in respect of each threshold, the impact, if any, of raising

each threshold amount on its liquidity, operations, capital resources and

solvency.

INSTRUCTIONS

If the issuer is required to disclose the use of proceeds at various thresholds

under subsections 4.2(3) and (4), include as an example a threshold that

reflects the receipt of 15% of the offering or less..

33. Subsection 4.10(1) of Form 44-101F1 is amended by

(

a) replacing "acquired on a short-form prospectus-exempt basis" with

"acquired on a prospectus-exempt basis", and

(

b) replacing "proceeds of the short-form prospectus-exempt financing"

with "proceeds of the prospectus-exempt financing".

Section 7.6 of Form 44-101F1 is amended by replacing "disclose that holders

of such securities have been provided with a contractual right of rescission and

provide the following disclosure in the short form prospectus, with the

bracketed information completed" with "state the following".

Section 7A.1 of Form 44-101F1 is amended by

(

a) adding "or series" after "each class",

(

b) adding "or exchangeable" after "convertible", and

(

c) adding "or series" after "those classes".

36. Paragraph 7A.1(

a) of Form 44-101F1 is amended by adding "sold by the"

before "selling securityholder".

37. Paragraph 7A.1(

b) of Form 44-101F1 is amended by adding "or sold" after

"issued".

38. Paragraph 7A.1(

c) of Form 44-101F1 is amended by adding "or sold" after

"issued".

39. Subsection 7A.2(1) of Form 44-101F1 is amended by

(

a) replacing "each class of" with "the following",

(

b) replacing "is" with "are",

(

c) adding "for the securities" after "quotation", and

(

d) replacing "generally occurs." with the following:

generally occurs:

(

a) each class or series of securities of the issuer distributed under the

short form prospectus;

(

b) securities of the issuer into which those classes or series of

securities are convertible or exchangeable..

40. Subsection 7A.2(2) of Form 44-101F1 is amended by

(

a) replacing "If a class of" with "For the following",

(

b) replacing "is" with "that are",

(

c) replacing "but is traded" with "but are traded",

(

d) adding "for the securities" after "quotation", and

(

e) replacing "generally occurs." with the following:

generally occurs:

(

a) each class or series of securities of the issuer distributed under the

short form prospectus;

(

b) securities of the issuer into which those classes or series of

securities are convertible or exchangeable..

41. Subsection 11.1(2) of Form 44-101F1 is amended by adding "applicable

portions of" after "clarify that".

Section 11.1 of Form 44-101F1 is amended by adding the following

subsection:

(3) Despite paragraph 7 of subsection (1), an issuer may exclude from its

short form prospectus a report, valuation, statement or opinion of a

person or company contained in an information circular prepared in

connection with a special meeting of securityholders of the issuer, and

any references therein, if

(

a) the report is not an auditor's report in respect of financial

statements of a person or company; and

(

b) the report, valuation, statement or opinion was prepared in respect

of a specific transaction contemplated in the information circular,

unrelated to the distribution of securities under the short form

prospectus, and that transaction has been abandoned or

completed..

43. Subsection 11.3(2) of Form 44-101F1 is amended by

(

a) adding "or 2.7(3)" after "2.7(2)", and

(

b) replacing "Item 14.2 or 14.5 of Form 51-102F5 in the information

circular referred to in paragraph 2.7(2)(

b) of the Instrument." with the

following:

(

a) Section 14.2 or 14.5 of Form 51-102F5 in the information circular

referred to in paragraph 2.7(2)(

b) of the Instrument; or

(

b) the policies and requirements of the TSX Venture Exchange for

disclosure of a qualifying transaction in a CPC filing statement or

a reverse takeover in a filing statement referred to in paragraph

2.7(3)(

b) of the Instrument..

44. The INSTRUCTION

section of

section 11.3 of Form 44-101F1 is amended

by numbering the existing text as subsection (1).

45. Subsection (1) of the INSTRUCTION

section of

section 11.3 is amended by

(

a) adding "11.3" before "(2)", and

(

b) adding ", CPC filing statement or other filing statement of the TSX

Venture Exchange" after "information circular".

46. The INSTRUCTION

section of

section 11.3 of Form 44-101F1 is amended

by adding the following subsection:

(2) The disclosure referenced in instruction (1) must be presented in a way

that supplements, but does not replace, the disclosure required to be

made for a transaction that constitutes a significant acquisition for the

issuer or a reverse takeover in which the issuer was involved..

47. Item 11 of Form 44-101F1 is amended by adding the following section:

11.5 Additional Disclosure for Issuers of Asset-Backed Securities

If the issuer has not filed or has not been required to file interim financial

statements and related MD&A in respect of an interim period subsequent to the

financial year in respect of which it has included annual financial statements in

the short form prospectus because it is not a reporting issuer and is qualifying

to file the short form prospectus under

section 2.6 of the Instrument, include

the interim financial statements and related MD&A that the issuer would have

been required to incorporate by reference under paragraph 3 of subsection

11.1(1) if the issuer were a reporting issuer at the relevant time..

Section 15.3 of Form 44-101F1 is amended by

(

a) replacing "that" with "the", and

(

b) adding "and the disclosure is correct as at the date of the prospectus"

after "AIF".

Section 20.1 of Form 44-101F1 is amended by replacing "revisions of the

price of damages" with "revisions of the price or damages".

50. Item 20 of Form 44-101F1 is amended by adding the following section:

20.3 Convertible, Exchangeable or Exercisable Securities - In the case of an

offering of convertible, exchangeable or exercisable securities in which

additional amounts are payable or may become payable upon conversion,

exchange or exercise, provide a statement in the following form:

"In an offering of [state name of convertible, exchangeable or

exercisable securities], investors are cautioned that the statutory right of

action for damages for a misrepresentation contained in the prospectus is

limited, in certain provincial [and territorial] securities legislation, to the

price at which the [state name of convertible, exchangeable or

exercisable securities] is offered to the public under the prospectus

offering. This means that, under the securities legislation of certain

provinces [and territories], if the purchaser pays additional amounts

upon [conversion, exchange or exercise] of the security, those amounts

may not be recoverable under the statutory right of action for damages

that applies in those provinces [and territories]. The purchaser should

refer to any applicable provisions of the securities legislation of the

purchaser's province [or territory] for the particulars of this right of

action for damages or consult with a legal adviser."

INSTRUCTION

For greater certainty, in the case of a short form prospectus that is a base shelf

prospectus under NI 44-102, issuers must include the above statement, unless it

is stated in the base shelf prospectus that no convertible, exchangeable or

exercisable securities will be offered, or that such securities may be offered but

no amounts will be payable to convert, exchange or exercise those securities..

51. This Instrument comes into force on May 14, 2013.

Alberta Securities Commission

AMENDMENTS TO NATIONAL INSTRUMENT 44-101

SHORT FORM PROSPECTUS DISTRIBUTIONS

(Securities Act)

Made as a rule by the Alberta Securities Commission on February 13, 2013 pursuant

to sections 223 and 224 of the Securities Act.

Amendments to

National Instrument 44-101 Short Form Prospectus Distributions

1. National Instrument 44-101 Short Form Prospectus Distributions is

amended by this Instrument.

Section 1.1 is amended

(

a) by repealing the definition of "approved rating",

(

b) in the definition of "cash equivalent", by

(

i) replacing "an approved rating" wherever it occurs with "a

designated rating", and

(ii) replacing "approved rating organization" with "designated rating

organization or its DRO affiliate", and

(

c) by adding the following

definitions:

"designated rating" means, for a security, a rating issued by a designated rating

organization, or its DRO affiliate, that is at or above one of the following rating

categories or that is at or above a category that replaces one of the following

rating categories:

Designated Rating

Organization

Long Term

Debt

Short Term

Debt

Preferred Shares

DBRS Limited

BBB

R-2

Pfd-3

Fitch, Inc.

BBB

BBB

Moody's Canada

Inc.

Baa

Prime-3

"baaa"

Standard & Poor's

Ratings Services

(Canada)

BBB

A-3

P-3

"designated rating organization" means

(

a) each of DBRS Limited, Fitch, Inc., Moody's Canada Inc.,

Standard & Poor's Ratings Services (Canada), including their

DRO affiliates; or

(

b) any other credit rating organization that has been designated

under securities legislation;, and

"DRO affiliate" has the same meaning as in

section 1 of National Instrument

25-101 Designated Rating Organizations;.

Section 2.3 is amended

(

a) in the title, by replacing "Approved Rating" with "Designated Rating",

(

b) in paragraph (1)(e), by

(

i) replacing "an approved rating" with "a designated rating",

(ii) replacing "the approved rating" with "the designated rating",

(iii) in subparagraph (e)(ii), replacing "an approved rating

organization" with "a designated rating organization or its DRO

affiliate", and

(iv) in subparagraph (e)(iii), replacing "approved rating

organization" with "designated rating organization or its DRO

affiliate".

4. Subsection 2.4(1) is amended by

(

a) replacing "an approved rating" wherever it occurs with "a designated

rating",

(

b) replacing "the approved rating" wherever it occurs with "the designated

rating",

(

c) replacing "an approved rating organization" wherever it occurs with "a

designated rating organization or its DRO affiliate", and

(

d) replacing "any approved rating organization" wherever it occurs with

"any designated rating organization or its DRO affiliate".

5. Subsection 2.6(1) is amended by

(

a) replacing "an approved rating" wherever it occurs with "a designated

rating",

(

b) replacing "the approved rating" wherever it occurs with "the designated

rating",

(

c) in subparagraph (c)(ii), replacing "an approved rating organization"

with "a designated rating organization or its DRO affiliate", and

(

d) in subparagraph (c)(iii), replacing "approved rating organization" with

"designated rating organization or its DRO affiliate".

6. Item 7.9 of Form 44-101F1 is amended by replacing "securities of the issuer

that are outstanding, or will be outstanding," with "the securities being

distributed".

7. This Instrument comes into force on May 31, 2013.

Alberta Securities Commission

AMENDMENTS TO NATIONAL INSTRUMENT 44-102 SHELF

DISTRIBUTIONS

(Securities Act)

Made as a rule by the Alberta Securities Commission on January 16, 2013 pursuant to

sections 223 and 224 of the Securities Act.

Amendments to

National Instrument 44-102 Shelf Distributions

1. National Instrument 44-102 Shelf Distributions is amended by this

Instrument.

Section 5.6 is amended by adding the following paragraph:

6.1 The information required under item 7A of Form 44-101F1 for securities

that may be distributed under the base shelf prospectus, if the specific series or

class of securities that will be distributed under the base shelf prospectus is not

known on the date the base shelf prospectus is filed..

Section 7.2 is amended by adding the following subsections:

(1.1) - Despite subsection (1), if the expert whose consent is required is a

"qualified person" as defined in NI 43-101, the issuer is not required to file the

consent of the qualified person if

(

a) the qualified person's consent is required in connection with a

technical report that was not required to be filed with the

preliminary base shelf prospectus,

(

b) the qualified person was employed by a person or company at the

date of signing the technical report,

(

c) the principal business of the person or company is providing

engineering or geoscientific services, and

(

d) the issuer files the consent of the person or company.

(1.2) A consent filed under subsection (1.1) must be signed by an individual

who is an authorized signatory of the person or company and who falls within

paragraphs (a), (b), (

d) and (

e) of the definition of "qualified person" in NI 43-

101..

4. Subsection 7.2(2) is amended by adding, after "subsection (1)", the words "or

subsections (1.1) and (1.2)".

5. Subsection 9.1(1) is amended by

(

a) replacing "6.1" with "7.2", and

(

b) replacing "44-101