Alberta Gazette — 14 June (i)
0614 i
Alberta — Gazette
THE ALBERTA GAZETTE,
PART I, JUNE 14, 2003
The Alberta Gazette
PART 1
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Vol. 99 EDMONTON, SATURDAY, JUNE 14, 2003 No. 11
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RESIGNATIONS AND RETIREMENTS
JUSTICE OF THE PEACE ACT
Resignation of Justice of the Peace
May 9, 2003
Woodsworth, Karen
May 16, 2003
King, Michelle
_______________________________________________________________________
GOVERNMENT NOTICES
AGRICULTURE, FOOD 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 St. Mary Irrigation District, I hereby request that the
Irrigation Secretariat forward a certified copy of this notice to the
Registrar of Land Titles for the purposes of registration under
section 22
of the Land Titles Act and arrange for notice to be published in the
Alberta Gazette.
The following parcels of land should be ADDED to the irrigation district
and the notation added to the certificate of title:
Short Legal Description
Linc
Title Number
4;9;11;19;NE
0023 002 637
981 135 701 +1
4;9;11;19;SE
0023 002 653
981 135 701 +1
The following parcels of land should be REMOVED from the irrigation
district and the notation removed from the certificate of title:
Short Legal Description
Linc
Title Number
4;13;9;7;NW
0028 089 290
011 343 716
4;13;9;7;NE
0028 089 308
011 343 716
I certify that the procedures required under
Part 4 of the Irrigation
Districts Act have been completed and the area of the St. Mary River
Irrigation District should be changed according to the above list.
Laurie Hodge, Office Manager,
Irrigation Secretariat.
_______________
On behalf of the Taber Irrigation District, I hereby request that the
Irrigation Secretariat forward a certified copy of this notice to the
Registrar of Land Titles for the purposes of registration under
section 22
of the Land Titles Act and arrange for notice to be published in the
Alberta Gazette.
The following parcels of land should be ADDED to the irrigation district
and the appropriate notation added to the certificate of title:
Linc Number
Short Legal Description as shown on Title
Title Number
0022 565 925
4;14;11;16;NW
891 164 619 A
0022 428 304
4;16;11;8;NW
871 165 003
0022 579 867
4;14;11;8;NW
891 027 758
022 447 700
4;16;9;11;NE
881 046 232
0013 686 407
4;15;9;20;SW
981 037 319 +1
0013 686 415
4;15;9;20;SE
981 037 319 +1
0022 427 868
4;16;10;33;NW
165X193
0022 390 249
4;17;10;5;;15
751 047 193
0022 368 146
4;17;10;5;;16
791 204 917
0022 506 977
4;15;10;12;SE
811 122 369
0021 806 971
4;15;9;21;NW
921 054 888
0021 806 989
4;15;9;21;NE
921 054 888
0021 806 997
4;15;9;21;SW
921 054 888
0022 431 373
4;16;10;28;NE
771 008 318
0022 431 365
4;16;10;28;NE
771 008 318 A
0025 994 344
4;17;9;33;SW
941 092 905
0027 165 407
4;14;11;8;NE
001 074 812
0016 319 196
4;16;10;15;NE
901 311 145
0025 425 894
4;16;10;15;SE
931 207 740
0022 369 459
4;17;10;1;;5,6
173X155
0026 166 132
4;15;9;35;NW
001 110 108 +1
0026 166 140
4;15;9;35;SW
001 110 108 +1
0026 705 286
4;15;9;35;NE
001 110 108 +1
0022 496 236
4;15;9;35;SE
001 110 108
0026 705 253
4;15;9;36;NW
001 110 109
0022 822 399
4;16;11;13;NW
841 021 782 B
0022 431 150
4;16;11;17;SE
831 018 360 A
I certify that the procedures required under
Part 4 of the Irrigation
Districts Act have been completed and the area of the Taber Irrigation
District should be changed according to the above list.
Laurie Hodge, Office Manager,
Irrigation Secretariat.
_______________
On behalf of the Western Irrigation District, I hereby request that the
Irrigation Secretariat forward a certified copy of this notice to the
Registrar of Land Titles for the purposes of registration under
section 22
of the Land Titles Act and arrange for notice to be published in the
Alberta Gazette.
The following parcels of land should be ADDED to the irrigation district
and the notation added to the certificate of title:
Short Legal Description
Title Number
Linc Number
NE 08-26-23-W4
941041788+3
0025 922 683
The following parcels of land should be REMOVED from the irrigation
district and the notation removed from the certificate of title:
Linc Number
Short Legal Description
Title Number
9810334;K
031 131 106
9510759;1
031 141 269
I certify that the procedures required under
Part 4 of the Irrigation
Districts Act have been completed and the area of the Western Irrigation
District should be changed according to the above list.
Laurie Hodge, Office Manager,
Irrigation Secretariat.
_______________________________________________________________________
COMMUNITY DEVELOPMENT
NOTICE OF INTENTION TO DESIGNATE PROVINCIAL HISTORIC RESOURCE
(Historical Resources Act)
File: Des. 1702
Notice is hereby given that sixty days from the date of service of this
Notice and its publication in the Alberta Gazette, the Minister of
Community Development intends to make an Order that the structure known as:
the Bank of Montreal, together with the land legally described as:
Plan "A" Calgary, Block 50, Lots 39 and 40 and municipally located at 140 -
8th Avenue SW, Calgary, Alberta
be designated a Provincial Historic Resource under
section 20 of the
Historical Resources Act, R.S.A. 2000 c.H-9 as amended.
The reasons for the designation are as follows:
The Bank of Montreal Building was constructed in 1930. It epitomizes bank
architecture of the first half of the 20th Century in Canada. Although a
very late and conservative example of the classical Beaux-arts style, it
displays the rich sculptural detail and monumental scale which made this
type of design so popular for institutions that wished to project an image
of wealth, dignity and stability. It was designed by Kenneth G. Rea, a
nationally known architect who designed over 120 branch bank buildings
throughout Canada for both Bank of Montreal and Royal Bank of Canada. Clad
in Tyndall limestone and granite, the exterior is distinguished by a
massive pediment with sculptural relief and Corinthian columns on the south
elevation facing Stephan Avenue. The large and airy banker's hall inside is
flanked by columns and features a coffered ceiling richly decorated in gold
leaf. The building retains the characteristics that define this style and
retains a high degree of its original integrity.
Historically, the Bank of Montreal has always played an important role in
the development of Calgary. In 1886, the Bank of Montreal established one
of Calgary's first charter banks in the heart of the city's emerging
business district. As the principal banker to the Canadian Pacific Railway,
it had a vested interest in the city's growth and prosperity. In 1930, the
original sandstone building of 1889 was torn down to make way for the much
larger and more imposing structure which reflected the growing power and
prosperity of the bank and its role as the corporate headquarters for
Alberta.
Prominently situated at the corner of the block, the bank is an important
landmark on the city's main commercial street of the period and is an
integral component of Calgary's historic Stephan Avenue district.
It is therefore considered that the preservation and protection of the
resource is in the public interest.
Dated May 23, 2003.
Mark Rasmussen, Assistant Deputy Minister.
Cultural Facilities and Historical Resources Division.
File: Des. 1991
Notice is hereby given that sixty days from the date of service of this
Notice and its publication in the Alberta Gazette, the Minister of
Community Development intends to make an Order that the site known as the
Gouchey Homestead, together with the land legally described as Meridian 6,
Range 4, Township 74,
Section 18, Quarter SE, excepting thereout all mines
and minerals, and municipally located in the County of Grande Prairie near
Sexsmith, Alberta
be designated a Provincial Historic Resource under
section 20 of the
Historical Resources Act, R.S.A. 2000 c.H-9 as amended.
The reasons for the designation as follows:
The Gouchey Homestead contains several original homestead structures
including a 1917 log ranch house, a bunk house, blacksmith shop, harness
shop, chicken coop and dam, complete with "period" artifacts. The
architectural design of the ranch house is very significant owing to its
character defining jerkin head roof and chinked hewn log, full dove-tail,
keyed corner technique of log craftsmanship, and features such as a
"L-shaped" open veranda and upper balcony. The north and South elevations
are symmetrical with upper portions of their wall clad in wood shingles.
The jerkin head roof displays exposed rafters over the upper balcony while
other roof-scape features include a shallow shed-roof on the west side.
The historical significance of the Gouchey Homestead lies in its
association with the opening up of the North Kleskun-Teepee Creek district
east of Sexsmith following World War 1, and its use as a community centre
for the district.
The site is an important visual landmark and contributes significantly to
the historical continuity of the area.
It is therefore considered that the preservation and protection of the
resource is in the public interest.
Dated May 23, 2003.
Mark Rasmussen, Assistant Deputy Minister.
Cultural Facilities and Historical Resources Division.
_______________
File: Des. 2106
Notice is hereby given that sixty days from the date of service of this
Notice and its publication in the Alberta Gazette, the Minister of
Community Development intends to make an Order that the exterior envelope
of the building known as the Armstrong Block, together with the land
legally described as Plan B-1, Block 3, Lot 159 and municipally located at
10125 - 104th Street, Edmonton, Alberta
be designated a Provincial Historic Resource under
section 20 of the
Historical Resources Act, R.S.A. 2000 c.H-9 as amended.
The reasons for the designation as as follows:
Designed by the architect David Hardie the Armstrong Block was constructed
in 1912. It is an excellent example of the Edwardian Commercial style which
was quite common for its time, but for which few examples survive. It is
the only known remaining example of a building constructed in the pre-World
War 1 era in Edmonton's commercial district that was purposely built for
warehousing and sales on the main floor and basement, and for residential
use above. The exterior of the building retains many of the characteristics
that define this style and retains a high degree of its original integrity.
The historical significance of the Armstrong Block lies in its provision of
structural evidence of the rapid growth of downtown Edmonton during the
years leading up to World War 1, when the Warehouse district was conceived
as an element next to the downtown core, necessary for warehousing, but
soon transformed into a district needed to accommodate the growing demand
for office space and even apartment space. Its significance therefore lies
also in the development of the Warehouse District, and, as is reflected in
the building's ornate design, the need for buildings in this area to serve
humanly compatible ends such as office work and domesticity, and not just
routine warehousing.
The Armstrong Block is a very important element of the historic warehouse
district of Edmonton and plays a critical role in the maintenance of the
character of the historic streetscape.
It is therefore considered that the preservation and protection of the
resource is in the public interest.
Dated May 23, 2003.
Mark Rasmussen, Assistant Deputy Minister.
Cultural Facilities and Historical Resources Division.
_______________________________________________________________________
NOTICE OF INTENTION TO DESIGNATE REGISTERED HISTORIC RESOURCE
(Historical Resources Act)
File No. Des. 1493
Notice is hereby given that sixty days from the date of service of this
Notice, the Minister of Community Development intends to make an Order that
the building known as the Van Haarlem Hospital, together with the land
legally described as Plan 5728S, Block 7, Lots 5 and 6, reserving unto Her
Majesty all coal, and municipally located at 1224-7 Avenue South,
Lethbridge, Alberta
be designated a Registered Historic Resource under
section 19 of the
Historical Resources Act, R.S.A. 2000 c.H-9 as amended.
Dated May 23, 2003.
Mark Rasmussen, Assistant Deputy Minister.
Cultural Facilities and Historical Resources Division.
_______________________________________________________________________
ORDER DESIGNATING PROVINCIAL HISTORIC RESOURCE
(Historical Resources Act)
Des. 1509
I, Gene Zwozdesky, Minister charged with the administration of the
Historical Resources Act, R.S.A. 2000 c.H-9 as amended, do hereby:
1. Pursuant to
section 20, subsection (1) of that Act, designate the
site known as the Lac La Biche Mission Grist/Sawmill, together with the
land legally described as: Plan 0225866, Block 1, Lot 1, excepting thereout
all mines and minerals and municipally located in Lakeland County near Lac
La Biche, Alberta as a Provincial Historical Resource
2. Give notice that pursuant to
section 20, subsection (9) of that Act,
no person shall destroy, disturb, alter, restore, or repair any Provincial
Historic Resource or remove any historic object from a Provincial Historic
Resource without the written approval of the Minister.
3. Further give notice that the following provisions of
section 20,
subsections (11) and (12) of that Act now apply in case of sale or
inheritance of the above mentioned resource:
(11) the owner of an historic resource that is subject to an order
under subsection (1) shall, at least 30 days before any sale or other
disposition of the historic resource, serve notice of the proposed sale or
other disposition upon the Minister.
(12) when a person inherits an historic resource that is subject to
an order under subsection (1), that person shall notify the Minister of the
inheritance within 15 days after the historic resource is transferred to
the person.
Signed at Edmonton, May 21, 2003.
Gene Zwozdesky, Minister.
_______________
Des. 1959
I, Gene Zwozdesky, Minister charged with the administration of the
Historical Resources Act, R.S.A. 2000 c.H-9 as amended, do hereby:
1. Pursuant to
section 20, subsection (1) of that Act, designate the
building known as the Rutledge Hangar, together with the land legally
described as Plan 4221GL, Block 20, excepting thereout all mines and
minerals and the right to work the same and municipally located at 731-13
Avenue N.E. Calgary, Alberta as a Provincial Historical Resource
2. Give notice that pursuant to
section 20, subsection (9) of that Act,
no person shall destroy, disturb, alter, restore, or repair any Provincial
Historic Resource or remove any historic object from a Provincial Historic
Resource without the written approval of the Minister.
3. Further give notice that the following provisions of
section 20,
subsections (11) and (12) of that Act now apply in case of sale or
inheritance of the above mentioned resource:
(11) the owner of an historic resource that is subject to an order
under subsection (1) shall, at least 30 days before any sale or other
disposition of the historic resource, serve notice of the proposed or other
disposition upon the Minister.
(12) when a person inherits an historic resource that is subject to
an order under subsection (1), that person shall notify the Minister of the
inheritance within 15 days after the historic resource is transferred to
the person.
Signed at Edmonton, May 21, 2003.
Gene Zwozdesky, Minister.
_______________
Des. 2018
I, Gene Zwozdesky, Minister charged with the administration of the
Historical Resources Act, R.S.A. 2000 c.H-9 as amended, do hereby:
1. Pursuant to
section 20, subsection (1) of that Act, designate the
building known as the Treend Residence, together with the land legally
described as Plan 1913X, Block 2, Lot 9 and municipally located at 1933-5
Street S.W., Calgary, Alberta, as a Provincial Historical Resource
2. Give notice that pursuant to
section 20, subsection (9) of that Act,
no person shall destroy, disturb, alter, restore, or repair any Provincial
Historic Resource or remove any historic object from a Provincial Historic
Resource without the written approval of the Minister.
3. Further give notice that the following provisions of
section 20,
subsections (11) and (12) of that Act now apply in case of sale or
inheritance of the above mentioned resource:
(11) the owner of an historic resource that is subject to an order
under subsection (1) shall, at least 30 days before any sale or other
disposition of the historic resource, serve notice of the proposed sale or
other disposition on the Minister.
(12) when a person inherits an historic resource that is subject to
an order under subsection (1), that person shall notify the Minister of the
inheritance within 15 days after the historic resource is transferred to
the person.
Signed at Edmonton, May 21, 2003.
Gene Zwozdesky, Minister.
_______________
File: Des. 2103
I, Gene Zwozdesky, Minister charged with the administration of the
Historical Resources Act, R.S.A. 2000 c.H-9 as amended, do hereby:
1. Pursuant to
section 20, subsection (1) of that Act, designate the
exterior envelope of the building known as the A. MacDonald Building,
together with the land legally described as Plan B3, Block 1, Lot 231 and
Lot 232, excepting thereout all mines and minerals, and municipally located
at 10128-105 Avenue, Edmonton, Alberta as a Provincial Historical Resource,
2. Give notice that pursuant to
section 20, subsection (9) of that Act,
no person shall destroy, disturb, alter, restore, or repair any Provincial
Historic Resource or remove any historic object from a Provincial Historic
Resource without the written approval of the Minister.
3. Further give notice that the following provisions of
section 20,
subsections (11) and (12) of that Act now apply in case of sale or
inheritance of the above mentioned resource:
(11) the owner of an historic resource that is subject to an order
under subsection (1) shall, at least 30 days before any sale or other
disposition of the historic resource, serve notice of the proposed sale or
other disposition on the Minister.
(12) when a person inherits an historic resource that is subject to
an order under subsection (1), that person shall notify the Minister of the
inheritance within 15 days of the historic resource being transferred to
the person.
Signed at Edmonton, May 21, 2003.
Gene Zwozdesky, Minister.
_______________________________________________________________________
ORDER DESIGNATING REGISTERED HISTORIC RESOURCE
(Historical Resources Act)
File No. Des. 1967
I, Gene Zwozdesky, Minister charged with the administration of the
Historical Resources Act, R.S.A. 2000, c.H-9 as amended, do hereby:
1. Pursuant to
section 19, subsection (1) of that Act, designate the
building known as the Roxy Theatre, together with the land legally
described as Plan 820L, Block 6, Lot 6 and Lot 7 excepting thereout all
mines and minerals and municipally located at 7738 - 17th Avenue, Coleman,
Alberta
as a Registered Historic Resource,
2. Give notice that pursuant to
section 19, subsection (5) of that Act,
no person shall destroy, disturb, alter, restore, or repair any Registered
Historic Resource or remove any historic object from a Registered Historic
Resource until the expiration of 90 days from the date of serving notice on
the Minister of any proposed action, unless the Minister sooner consents to
the proposed action.
Signedat Edmonton, May 21, 2003.
Gene Zwozdesky, Minister.
_______________
File No. Des. 2006
I, Gene Zwozdesky, Minister charged with the administration of the
Historical Resources Act, R.S.A. 2000, c.H-9 as amended, do hereby:
1. Pursuant to
section 19, subsection (1) of that Act, designate the
building known as the Community Rest Room, together with the land legally
described as Plan RN7, Block 4, Lot 23 excepting thereout all mines and
minerals and municipally located at 5102 - 48 Avenue, Ponoka, Alberta
as a Registered Historic Resource,
2. Give notice that pursuant to
section 19, subsection (5) of that Act,
no person shall destroy, disturb, alter, restore, or repair any Registered
Historic Resource or remove any historic object from a Registered Historic
Resource until the expiration of 90 days from the date of serving notice on
the Minister of any proposed action, unless the Minister sooner consents to
the proposed action.
Signed at Edmonton, May 21, 2003.
Gene Zwozdesky, Minister.
_______________
File No. Des. 2070
I, Gene Zwozdesky, Minister charged with the administration of the
Historical Resources Act, R.S.A. 2000, c.H-9 as amended, do hereby:
1. Pursuant to
section 19, subsection (1) of that Act, designate the
exterior envelope of the building known as the Firehall No. 4, Bridgeland,
together with the land legally described as Plan 4647V, Block 106, Lot 11
and municipally located at 104 - 6A Street N.E., Calgary, Alberta
as a Registered Historic Resource,
2. Give notice that pursuant to
section 19, subsection (5) of that Act,
no person shall destroy, disturb, alter, restore, or repair any Registered
Historic Resource or remove any historic object from a Registered Historic
Resource until the expiration of 90 days from the date of serving notice on
the Minister of any proposed action, unless the Minister sooner consents to
the proposed action.
Signed at Edmonton, May 21, 2003.
Gene Zwozdesky, Minister.
File No. Des. 2075
I, Gene Zwozdesky, Minister charged with the administration of the
Historical Resources Act, R.S.A. 2000, c.H-9 as amended, do hereby:
1. Pursuant to
section 19, subsection (1) of that Act, designate the
building known as the Moodie-Smith Residence, together with the land
legally described as Plan 5700AG, Block 226, Lot 17 and municipally located
at 238 Scarboro Avenue S.W.,Calgary, Alberta
as a Registered Historic Resource,
2. Give notice that pursuant to
section 19, subsection (5) of that Act,
no person shall destroy, disturb, alter, restore, or repair any Registered
Historic Resource or remove any historic object from a Registered Historic
Resource until the expiration of 90 days from the date of serving notice on
the Minister of any proposed action, unless the Minister sooner consents to
the proposed action.
Signed at Edmonton, May 21, 2003.
Gene Zwozdesky, Minister.
_______________
File No. Des. 2133
I, Gene Zwozdesky, Minister charged with the administration of the
Historical Resources Act, R.S.A. 2000, c.H-9 as amended, do hereby:
1. Pursuant to
section 19, subsection (1) of that Act, designate the
buildings known as the Dr. Robert Wells Residence and Carriage House,
together with the land legally described as Plan 0227160, Block 85, Lot 12A
excepting thereout all mines and minerals and municipally located at 10328
Connaught Drive, Edmonton, Alberta
as a Registered Historic Resource,
2. Give notice that pursuant to
section 19, subsection (5) of that Act,
no person shall destroy, disturb, alter, restore, or repair any Registered
Historic Resource or remove any historic object from a Registered Historic
Resource until the expiration of 90 days from the date of serving notice on
the Minister of any proposed action, unless the Minister sooner consents to
the proposed action.
Signedat Edmonton, May 21, 2003.
Gene Zwozdesky, Minister.
_______________________________________________________________________
ALBERTA SECURITIES COMMISSION
SECURITIES ACT
MULTILATERAL INSTRUMENT 45-103
Capital Raising Exemptions
Form 45-103F1 Offering Memorandum for Non-Qualifying Issuers,
Form 45-103F2 Offering Memorandum for Qualifying Issuers,
Form 45-103F3 Risk Acknowledgement,
Form 45-103F4 Report of Exempt Distribution, and
Form 45-103F5 Saskatchewan Risk Acknowledgement
Made as an amendment rule by the Alberta Securities Commission on June 11,
2003 and effective June 16, 2003 pursuant to sections 223 and 224 of the
Securities Act. The amendment rule amends and replaces in entirety the
prior version of Multilateral Instrument 45-103 Capital Raising Exemptions,
Form 45-103F1 Offering Memorandum for Non-Qualifying Issuers, Form 45-103F2
Offering Memorandum for Qualifying Issuers, and Form 45-103F3 Risk
Acknowledgement which were made effective March 30, 2002.
MULTILATERAL INSTRUMENT 45-103
CAPITAL RAISING EXEMPTIONS
Part Title
Part 1
Definitions
1.1
Definitions
1.2 Persons or companies deemed to be purchasing as principal
Part 2 Private issuer exemption
2.1 Private issuer exemption
2.2 Restrictions on commissions
Part 3 Family, friends and business associates exemption
3.1 Family, friends and business associates exemption
3.2 Restrictions on commissions
3.3 Saskatchewan risk acknowledgement
Part 4 Offering memorandum exemption
4.1 Offering memorandum exemption
4.2 Required form of offering memorandum
4.3 Purchasers' rights
4.4 Certificate
4.5 Risk acknowledgement
4.6 Consideration to be held in trust
4.7 Filing of offering memorandum
4.8 Exemption for filing of technical reports for mineral projects
Part 5 Accredited investor exemption
5.1 Accredited investor exemption
Part 6 Resale of securities
6.1 Private issuer exemption
6.2 Other exemptions
6.3 Convertible securities
6.4 Manitoba resale restrictions
Part 7 Reporting requirements
7.1 Report of exempt distribution
7.2 Required form of report
Part 8 Required forms
8.1 Required forms of offering memorandum
8.2 Required forms of risk acknowledgement
8.3 Required form of report of exempt distribution
8.4 Required forms in British Columbia
Part 9 Exemption from instrument
9.1 Grant of an exemption
MULTILATERAL INSTRUMENT 45-103
CAPITAL RAISING EXEMPTIONS
Part 1
Definitions
1.1
Definitions
In this Instrument
"accredited investor" means
(
a) a Canadian financial institution, or an authorized foreign bank
listed in
Schedule III of the Bank Act (Canada),
(
b) the Business Development Bank of Canada incorporated under the
Business Development Bank of Canada Act (Canada),
(
c) an association under the Cooperative Credit Associations Act
(Canada) located in Canada or a central cooperative credit society for
which an order has been made under subsection 473(1) of that Act,
(
d) a subsidiary of any person or company referred to in paragraphs
(
a) to (c), if the person or company owns all of the voting securities of
the subsidiary, except the voting securities required by law to be owned by
directors of that subsidiary,
(
e) a person or company registered under the securities legislation
of a jurisdiction of Canada, as an adviser or dealer, other than a limited
market dealer registered under the Securities Act (Ontario) or the
Securities Act (Newfoundland and Labrador),
(
f) an individual registered or formerly registered under the
securities legislation of a jurisdiction of Canada, as a representative of
a person or company referred to in paragraph (e),
crown corporation, agency or wholly owned entity of the government of
Canada or a jurisdiction of Canada,
(
h) a municipality, public board or commission in Canada,
(
i) any national, federal, state, provincial, territorial or
municipal government of or in any foreign jurisdiction, or any agency of
that government,
(
j) a pension fund that is regulated by either the Office of the
Superintendent of Financial Institutions (Canada) or a pension commission
or similar regulatory authority of a jurisdiction of Canada,
(
k) an individual who, either alone or with a spouse, beneficially
owns, directly or indirectly, financial assets having an aggregate
realizable value that before taxes, but net of any related liabilities,
exceeds $1,000,000,
(
l) an individual whose net income before taxes exceeded $200,000
in each of the two most recent years or whose net income before taxes
combined with that of a spouse exceeded $300,000 in each of the two most
recent years and who, in either case, reasonably expects to exceed that net
income level in the current year,
(
m) a person or company, other than a mutual fund or non-redeemable
investment fund, that, either alone or with a spouse, has net assets of at
least $5,000,000, and unless the person or company is an individual, that
amount is shown on its most recently prepared financial statements,
(
n) a mutual fund or non-redeemable investment fund that, in the
local jurisdiction, distributes its securities only to persons or companies
that are accredited investors,
(
o) a mutual fund or non-redeemable investment fund that, in the
local jurisdiction, is distributing or has distributed its securities under
one or more prospectuses for which the regulator has issued receipts,
(
p) a trust company or trust corporation registered or authorized
to carry on business under the Trust and Loan Companies Act (Canada) or
under comparable legislation in a jurisdiction of Canada or a foreign
jurisdiction, trading as a trustee or agent on behalf of a fully managed
account,
(
q) a person or company trading as agent on behalf of a fully
managed account if that person or company is registered or authorized to
carry on business under the securities legislation of a jurisdiction of
Canada or a foreign jurisdiction as a portfolio manager or under an
equivalent category of adviser or is exempt from registration as a
portfolio manager or the equivalent category of adviser,
(
r) a registered charity under the Income Tax Act (Canada) that, in
regard to the trade, has obtained advice from an eligibility adviser or
other adviser registered to provide advice on the securities being traded,
(
s) an entity organized in a foreign jurisdiction that is analogous
to any of the entities referred to in paragraphs (
a) through (
e) and
paragraph (
j) in form and function, or
(
t) a person or company in respect of which all of the owners of
interests, direct or indirect, legal or beneficial, except the voting
securities required by law to be owned by directors, are persons or
companies that are accredited investors;
"control person" has the meaning ascribed to that term in securities
legislation except in Manitoba, Northwest Territories, Nova Scotia, Nunavut
and Prince Edward Island, where "control person" means any person or
company that holds or is one of a combination of persons or companies that
holds
(
a) a sufficient number of any of the securities of an issuer so as
to affect materially the control of the issuer, or
(
b) more than 20% of the outstanding voting securities of an issuer
except where there is evidence showing that the holding of those securities
does not affect materially the control of that issuer;
"designated securities" means
(
a) voting securities,
(
b) securities that are not debt securities and that carry a
residual right to participate in the earnings of the issuer or, on the
liquidation or winding up of the issuer, in its assets, or
(
c) securities convertible, directly or indirectly, into securities
described in paragraph (
a) or (b);
"eligible investor" means
(
a) a person or company whose
(
i) net assets, alone or with a spouse, exceed $400,000,
(ii) net income before taxes exceeded $75,000 in each of the
two most recent years and who reasonably expects to exceed that income
level in the current year, or
(iii) net income before taxes combined with that of a spouse
exceeded $125,000 in each of the two most recent years and who reasonably
expects to exceed that income level in the current year,
(
b) a person or company of which a majority of the voting
securities are beneficially owned by eligible investors or a majority of
the directors are eligible investors,
(
c) a general partnership of which all of the partners are eligible
investors,
(
d) a limited partnership of which the majority of the general
partners are eligible investors,
(
e) a trust or estate in which all of the beneficiaries or a
majority of the trustees are eligible investors,
(
f) an accredited investor,
(
g) a person or company described in
section 3.1, or
(
h) a person or company that has obtained advice regarding the
suitability of the investment and, if the person or company is resident in
a jurisdiction of Canada, that advice has been obtained from an eligibility
adviser;
"eligibility adviser" means
(
a) an investment dealer or equivalent category of registration,
registered under the securities legislation of the jurisdiction of a
purchaser and authorized to give advice with respect to the type of
security being distributed, and
(
b) in Saskatchewan or Manitoba, also means a lawyer who is a
practising member in good standing with a law society of a jurisdiction of
Canada or a public accountant who is a member in good standing of an
institute or association of chartered accountants, certified general
accountants or management accountants in a jurisdiction of Canada provided
that the lawyer or public accountant :
(
i) does not have a professional, business or personal
relationship with the issuer, or any of its directors, senior officers,
founders or control persons, and
(ii) has not acted for or been retained personally or
otherwise as an employee, senior officer, director, associate or partner of
a person or company that has acted for or been retained by the issuer or
any of its directors, senior officers, founders or control persons within
the previous year;
"financial assets" means cash and securities;
"founder", in respect of an issuer, means a person or company who,
(
a) acting alone, in conjunction or in concert with one or more
other persons or companies, directly or indirectly, takes the initiative in
founding, organizing or substantially reorganizing the business of the
issuer, and
(
b) at the time of the proposed trade, is actively involved in the
business of the issuer;
"fully managed account" means an account for which a person or
company makes the investment decisions if that person or company has full
discretion to trade in securities for the account without requiring the
client's express consent to a transaction;
"non-redeemable investment fund" means an issuer
(
a) whose primary purpose is to invest money provided by its
security holders,
(
b) that does not invest for the purpose of exercising effective
control, seeking to exercise effective control or being actively involved
in the management of the issuers in which it invests, other than mutual
funds or other non-redeemable investment funds, and
(
c) that is not a mutual fund;
"MI 45-102" means Multilateral Instrument 45-102 Resale of
Securities;
"private issuer" means an issuer
(
a) that is not a reporting issuer, a mutual fund or a
non-redeemable investment fund,
(
b) whose designated securities
(
i) are subject to restrictions on transfer that are
contained in the issuer's constating documents or security holders'
agreements, and
(ii) are beneficially owned, directly or indirectly, by not
more than 50 persons or companies, counting any 2 or more joint registered
owners as one beneficial owner, and not counting employees and former
employees of the issuer or its affiliates, and
(
c) that has distributed designated securities only to persons or
companies described in
section 2.1(1);
"qualifying issuer" means a qualifying issuer as defined in MI
45-102;
"related liabilities" means
(
a) liabilities incurred or assumed for the purpose of financing
the acquisition or ownership of financial assets, or
(
b) liabilities that are secured by financial assets; and
"reporting issuer" in Northwest Territories, Nunavut and Prince
Edward Island means a reporting issuer in a jurisdiction of Canada.
1.2 Persons or companies deemed to be purchasing as principal
(1) Subject to subsection (2), a trust company or trust corporation
described in paragraph (
p) of the definition of "accredited investor" is
deemed to be purchasing as principal.
(2) Subsection (1) does not apply to a trust company or trust
corporation registered under the laws of Prince Edward Island that is not
registered under the Trust and Loan Companies Act (Canada) or under
comparable legislation in another jurisdiction of Canada.
(3) A person or company described in paragraph (
q) of the
definition of accredited investor is deemed to be purchasing as principal.
Part 2 Private issuer exemption
2.1 Private issuer exemption
(1) The dealer registration requirement does not apply to a person
or company with respect to a trade in a security of a private issuer if the
purchaser purchases the security as principal and is
(
a) a director, officer, employee, founder or control person
of the issuer,
(
b) a spouse, parent, grandparent, brother, sister or child
of a director, senior officer, founder or control person of the issuer,
(
c) a parent, grandparent, brother, sister or child of the
spouse of a director, senior officer, founder or control person of the
issuer,
(
d) a close personal friend of a director, senior officer,
founder or control person of the issuer,
(
e) a close business associate of a director, senior officer,
founder or control person of the issuer,
(
f) a spouse, parent, grandparent, brother, sister or child
of the selling security holder or of the selling security holder's spouse,
(
g) a current holder of designated securities of the issuer,
(
h) an accredited investor,
(
i) a person or company of which a majority of the voting
securities are beneficially owned by, or a majority of the directors are,
persons or companies described in paragraphs (
a) to (h),
(
j) a trust or estate of which all of the beneficiaries or a
majority of the trustees are persons or companies described in paragraphs
(
a) to (h), or
(
k) a person or company that is not the public.
(2) The prospectus requirement does not apply to a distribution of
a security in the circumstances referred to in subsection (1).
2.2 Restrictions on commissions
No commission or finder's fee may be paid to any director, officer,
founder or control person of an issuer in connection with a trade under
section 2.1 except a trade to an accredited investor.
Part 3 Family, friends and business associates exemption
3.1 Family, friends and business associates exemption
(1) Subject to
section 3.3, the dealer registration requirement
does not apply to a person or company with respect to a trade in a security
of an issuer if the purchaser purchases the security as principal and is
(
a) a director, senior officer or control person of the
issuer, or of an affiliate of the issuer,
(
b) a spouse, parent, grandparent, brother, sister or child
of a director, senior officer or control person of the issuer, or of an
affiliate of the issuer,
(
c) a parent, grandparent, brother, sister or child of the
spouse of a director, senior officer or control person of the issuer or of
an affiliate of the issuer,
(
d) a close personal friend of a director, senior officer or
control person of the issuer, or of an affiliate of the issuer,
(
e) a close business associate of a director, senior officer
or control person of the issuer, or of an affiliate of the issuer,
(
f) a founder of the issuer or a spouse, parent, grandparent,
brother, sister, child, close personal friend or close business associate
of a founder of the issuer,
(
g) a parent, grandparent, brother, sister or child of the
spouse of a founder of the issuer,
(
h) a person or company of which a majority of the voting
securities are beneficially owned by, or a majority of the directors are,
persons or companies described in paragraphs (
a) to (g), or
(
i) a trust or estate of which all of the beneficiaries or a
majority of the trustees are persons or companies described in paragraphs
(
a) to (g).
(2) The prospectus requirement does not apply to a distribution of
a security in the circumstances referred to in subsection (1).
3.2 Restrictions on commissions
(1) No commission or finder's fee may be paid to any director,
officer, founder or control person of an issuer in connection with a trade
under
section 3.1.
(2) In Saskatchewan, no commission or finder's fee may be paid to
any person or company, in connection with a trade to a purchaser in
Saskatchewan under
section 3.1.
3.3 Saskatchewan risk acknowledgement
(1) In Saskatchewan, the exemptions in
section 3.1 are not
available in relation to a trade to
(
a) a person or company described in paragraph 3.1(1)(
d) or
(e),
(
b) a close personal friend or close business associate of a
founder of the issuer, or
(
c) a person or company described in paragraph 3.1(1)(
h) or
(
i) if the exempt trade is based in whole or in part on a close personal
friendship or close business association,
unless the seller obtains from each close personal friend and
close business associate a signed risk acknowledgement in the required
form.
(2) The seller must retain the signed risk acknowledgement for 8
years after the distribution.
Part 4 Offering memorandum exemption
4.1 Offering memorandum exemption
(1) In British Columbia and Nova Scotia, the dealer registration
requirement does not apply to a person or company with respect to a trade
by an issuer in a security of its own issue if the purchaser purchases the
security as principal and, at the same time or before the purchaser signs
the agreement to purchase the security, the issuer
(
a) delivers an offering memorandum to the purchaser in
compliance with sections 4.2 to 4.4, and
(
b) obtains a signed risk acknowledgement from the purchaser
in compliance with
section 4.5(1).
(2) In British Columbia and Nova Scotia, the prospectus requirement
does not apply to a distribution of a security in the circumstances
referred to in subsection (1).
(3) In Alberta, Manitoba, Newfoundland and Labrador, Northwest
Territories, Nunavut, Prince Edward Island and Saskatchewan, the dealer
registration requirement does not apply to a person or company with respect
to a trade by an issuer in a security of its own issue if
(
a) the purchaser purchases the security as principal,
(
b) at the same time or before the purchaser signs the
agreement to purchase the security, the issuer
(
i) delivers an offering memorandum to the purchaser in
compliance with sections 4.2 to 4.4, and
(ii) obtains a signed risk acknowledgement form from the
purchaser in compliance with
section 4.5(1),
(
c) either
(
i) the purchaser is an eligible investor, or
(ii) the aggregate acquisition cost to the purchaser
does not exceed $10,000, and
(
d) in the case of an issuer that is a mutual fund, it is one
referred to in
section 1.3 of National Instrument 81-101 Mutual Fund
Prospectus Disclosure.
(4) In Alberta, Manitoba, Newfoundland and Labrador, Northwest
Territories, Nunavut, Prince Edward Island and Saskatchewan, the prospectus
requirement does not apply to a distribution of a security in the
circumstances referred to in subsection (3).
(5) In Northwest Territories, Nunavut and Saskatchewan, no
commission or finder's fee may be paid to any person or company, other than
a registered dealer, in connection with a trade to a purchaser in that
jurisdiction under subsections (3) and (4).
4.2 Required form of offering memorandum
An offering memorandum delivered under
section 4.1 must be in the
required form.
4.3 Purchasers' rights
(1) If securities legislation where the purchaser is resident does
not provide a comparable right, an offering memorandum delivered under
section 4.1 must provide the purchaser with a contractual right to cancel
the agreement to purchase the security by delivering a notice to the issuer
not later than midnight on the 2nd business day after the purchaser signs
the agreement to purchase the security.
(2) If securities legislation where the purchaser is resident does
not provide statutory rights of action in the event of a misrepresentation
in an offering memorandum delivered under
section 4.1, the offering
memorandum must contain a contractual right of action against the issuer
for rescission or damages that
(
a) is available to the purchaser if the offering memorandum,
or any record incorporated or deemed to be incorporated by reference into
the offering memorandum, contains a misrepresentation, without regard to
whether the purchaser relied on the misrepresentation,
(
b) is enforceable by the purchaser delivering a notice to
the issuer
(
i) in the case of an action for rescission, within 180
days after the purchaser signs the agreement to purchase the security, or
(ii) in the case of an action for damages, before the
earlier of
(A) 180 days after the purchaser first has
knowledge of the facts giving rise to the cause of action, or
(B) 3 years after the date the purchaser signs
the agreement to purchase the security,
(
c) is subject to the defence that the purchaser had
knowledge of the misrepresentation,
(
d) in the case of an action for damages, provides that the
amount recoverable
(
i) must not exceed the price at which the security was
offered, and
(ii) does not include all or any part of the damages
that the issuer proves does not represent the depreciation in value of the
security resulting from the misrepresentation, and
(
e) is in addition to and does not detract from any other
right of the purchaser.
4.4 Certificate
(1) An offering memorandum delivered under
section 4.1 must contain
a certificate that states the following:
"This offering memorandum does not contain a
misrepresentation."
(2) A certificate under subsection (1) must be signed
(
a) by the issuer's chief executive officer and chief
financial officer or, if the issuer does not have a chief executive officer
or a chief financial officer, a person acting in that capacity,
(
b) on behalf of the directors of the issuer,
(
i) by any 2 directors who are authorized to sign,
other than the persons referred to in paragraph (a), or
(ii) by all the directors of the issuer, and
(
c) by each promoter of the issuer.
(3) A certificate under subsection (1) must be true
(
a) at the date the certificate is signed, and
(
b) at the date the offering memorandum is delivered to the
purchaser.
(4) If a certificate under subsection (1) ceases to be true after
it is delivered to the purchaser, the issuer cannot accept an agreement to
purchase the security from the purchaser unless
(
a) the purchaser receives an update of the offering
memorandum,
(
b) the update of the offering memorandum contains a newly
dated certificate signed in compliance with subsection (2), and
(
c) the purchaser re-signs the agreement to purchase the
security.
4.5 Risk acknowledgement
(1) A risk acknowledgement under
section 4.1 must be in the
required form.
(2) An issuer relying on
section 4.1 must retain the signed risk
acknowledgement for 8 years after the distribution.
4.6 Consideration to be held in trust
(1) The issuer must hold in trust all consideration received from
the purchaser in connection with a trade in a security under
section 4.1
until midnight on the 2nd business day after the purchaser signs the
agreement to purchase the security.
(2) The issuer must return all consideration to the purchaser
promptly if the purchaser exercises the right to cancel the agreement to
purchase the security described under
section 4.3(1).
4.7 Filing of offering memorandum
The issuer must file a copy of an offering memorandum delivered under
section 4.1 and any update of a previously filed offering memorandum with
the securities regulatory authority on or before the 10th day after each
distribution under the offering memorandum or update of the offering
memorandum.
4.8 Exemption for filing of technical reports for mineral projects
If a qualifying issuer uses a form of offering memorandum that allows
the qualifying issuer to incorporate previously filed information into the
offering memorandum by reference, the qualifying issuer is exempt from the
requirement under National Instrument 43-101 Standards of Disclosure for
Mineral Projects to file a technical report to support scientific or
technical information about the qualifying issuer's mineral project in the
offering memorandum or incorporated by reference into the offering
memorandum if the information about the mineral project is contained in
(
a) an annual information form, prospectus, material change report
or annual financial statement filed under securities legislation with a
securities regulatory authority before February 1, 2001,
(
b) a previously filed technical report under NI 43-101, or
(
c) a report prepared in accordance with former National Policy
2-A, Guide for Mining Engineers, Geologists and Prospectors Submitting
Reports on Mining Properties to Canadian Provincial Securities
Administrators and filed with a securities regulatory authority before
February 1, 2001.
Part 5 Accredited investor exemption
5.1 Accredited investor exemption
(1) The dealer registration requirement does not apply to a person
or company with respect to a trade in a security of an issuer if the
purchaser purchases the security as principal and is an accredited
investor.
(2) The prospectus requirement does not apply to a distribution of
a security in the circumstances referred to in subsection (1).
Part 6 Resale of securities
6.1 Private issuer exemption
Except in Manitoba, the first trade of a security distributed under
the exemption in subsection 2.1(2) is subject to
section 2.6 of MI 45-102.
6.2 Other exemptions
Except in Manitoba, the first trade of a security distributed under
an exemption in subsection 3.1(2), 4.1(2), 4.1(4) or 5.1(2) is subject to
section 2.5 of MI 45-102 .
6.3 Convertible securities
Except in Manitoba, the first trade of a security distributed through
the exercise of a right to acquire, purchase, convert or exchange
previously acquired under an exemption in
(
a) subsection 2.1(2) is subject to
section 2.6 of MI 45-102, or
(
b) subsection 3.1(2), 4.1(2), 4.1(4) or 5.1(2) is subject to
section 2.5 of MI 45-102.
6.4 Manitoba resale restrictions
(1) In Manitoba, a security acquired under an exemption in
subsection 3.1(2), 4.1(4) or 5.1(2) or through the exercise of a right to
acquire, purchase, convert or exchange previously acquired under one of
those exemptions must not be traded without the prior written consent of
the regulator, unless
(
a) at the time the security was acquired the issuer was a
reporting issuer in a jurisdiction listed in Appendix B of MI 45-102,
(
b) the issuer of the security subsequently has filed a
prospectus with the securities regulatory authority in Manitoba with
respect to the security and has obtained a receipt for that prospectus,
(
c) if the issuer was not a reporting issuer in Manitoba at
the time the security was acquired, the security has been held for at least
12 months, or
(
d) the trade is made under an exemption from the prospectus
and dealer registration requirements.
(2) The regulator will consent to a trade referred to in subsection
(1) if the regulator is of the opinion that it would not be prejudicial to
the public interest to do so.
Part 7 Reporting requirements
7.1 Report of exempt distribution
(1) Subject to subsections (2) and (3), if an issuer distributes a
security of its own issue under an exemption in subsection 3.1(2), 4.1(2),
4.1(4), or 5.1(2), the issuer must file a report in the local jurisdiction
in which the distribution takes place on or before the 10th day after the
distribution.
(2) An issuer is not required to file the report under subsection
(1) for a distribution under subsection 5.1(2) of an evidence of
indebtedness to a Canadian financial institution as security for a loan
made by the Canadian financial institution to the person or company.
(3) A mutual fund or non-redeemable investment fund is not required
to file the report under subsection (1) for a distribution under subsection
5.1(2) provided the report is filed not later than 30 days after the
financial year end of the mutual fund or non-redeemable investment fund.
7.2 Required form of report
A report filed under
section 7.1 must be in the required form.
Part 8 Required forms
8.1 Required forms of offering memorandum
(1) Except in British Columbia, the required form of offering
memorandum under
section 4.2 is Form 45-103F1.
(2) Despite subsection (1), a qualifying issuer may prepare an
offering memorandum in accordance with Form 45-103F2.
8.2 Required forms of risk acknowledgement
(1) Except in British Columbia, the required form of risk
acknowledgement under
section 4.5 is Form 45-103F3.
(2) In Saskatchewan, the required form of risk acknowledgement
under
section 3.3 is Form 45-103F5.
8.3 Required form of report of exempt distribution
(1) Except in British Columbia, the required form of report of
exempt distribution is Form 45-103F4.
(2) An issuer or vendor that makes a distribution under an
exemption from a prospectus requirement not contained in this rule, is
exempt from the requirement in securities legislation to prepare a report
of exempt trade or exempt distribution in the form required, provided the
issuer or vendor files a report of exempt distribution in accordance with
Form 45-103F4.
8.4 Required forms in British Columbia
In British Columbia, the required forms are the forms specified by
the British Columbia regulator under
section 182 of the Securities Act
(British Columbia).
Part 9 Exemption from instrument
9.1 Grant of exemptions
The regulator or the securities regulatory authority may grant an
exemption from this instrument, in whole or in part, subject to such
conditions or restrictions as may be imposed in the exemption.
Form 45-103F1
Offering Memorandum for Non-Qualifying Issuers
Date: [Insert the date from the certificate page.]
The Issuer
Name:
Head office: Address:
Phone #:
E-mail address:
Fax #:
Currently listed or quoted? [Yes/No. If yes, state where, e.g., TSX/TSX
Venture Exchange.]
Reporting issuer? [Yes/No. If yes, state where.]
SEDAR filer? [Yes/No]
The Offering
Securities offered:
Price per security:
Minimum/Maximum offering: [If there is no minimum, state "$0" as the
minimum and also state: "You may be the only purchaser."]
Payment terms:
Proposed closing date(s):
Tax consequences: There are important tax consequences to these securities.
See item 6. [If tax consequences are not material, delete this item.]
Selling agent? [Yes/No. If yes, state "See item 7". The name of the
selling agent may also be stated.]
Resale restrictions
State: "You will be restricted from selling your securities for [4
months/12 months/an indefinite period]. See item 10."
Purchaser's rights
State: "You have 2 business days to cancel your agreement to purchase these
securities. If there is a misrepresentation in this offering memorandum,
you have the right to sue either for damages or to cancel the agreement.
See item 11."
State in bold type:
"No securities regulatory authority has assessed the merits of these
securities or reviewed this offering memorandum. Any representation to the
contrary is an offence. This is a risky investment. See item 8."
[All of the above information must appear on a single cover page.]
Item 1 Use of Net Proceeds
1.1 Net Proceeds - Using the following table, disclose the net proceeds
of the offering. If there is no minimum offering, state "$0" as the
minimum.
Assuming min. offering
Assuming max. offering
Amount to be raised by this offering
Selling commissions and fees
Estimated offering costs (e.g., legal, accounting, audit.)
Net proceeds: D = A - (B+C)
1.2 Use of Net Proceeds - Using the following table, provide a detailed
breakdown of how the issuer will use the net proceeds. If any of the net
proceeds will be paid to a related party, disclose in a note to the table
the name of the related party, the relationship to the issuer, and the
amount. If the issuer has a working capital deficiency, disclose the
portion, if any, of the net proceeds to be applied to the working capital
deficiency
Description of intended use of net proceeds listed in order of priority
Assuming min. offering
Assuming max. offering
1.3 Reallocation - The net proceeds must be used for the purposes
disclosed in the offering memorandum. The board of directors can reallocate
the proceeds to other uses only for sound business reasons. If the net
proceeds may be reallocated, include the following statement:
"We intend to spend the net proceeds as stated. We will
reallocate funds only for sound business reasons."
1.4 Working Capital Deficiency - State the amount of any working capital
deficiency of the issuer as at a date not more than 30 days prior to the
date of the offering memorandum. If the working capital deficiency will not
be eliminated by the use of net proceeds, state how the issuer intends to
eliminate or manage the deficiency.
Item 2 Business of [name of issuer or other term used to refer to
issuer]
2.1 Structure - State the business structure (e.g., partnership,
corporation or trust), the statute and the province, state or other
jurisdiction under which the issuer is incorporated, continued or
organized, and the date of incorporation, continuance or organization.
2.2 Our Business - Describe the issuer's business. For a non-resource
issuer this may include principal products or services, operations, market
and marketing plans and strategies. For a resource issuer this will require
a description of principal properties (including interest held) and may
include disclosure of the stage of development, reserves, geology,
operations, production and mineral or resource being explored or developed.
Generally, this description should not exceed 2 pages.
2.3 Development of Business - Describe (generally, in one or two
paragraphs) the general development of the issuer's business over at least
its two most recently completed financial years and any subsequent period.
Include the major events that have occurred or conditions that have
influenced (favourably or unfavourably) the development of the issuer.
2.4 Long Term Objectives - Disclose the issuer's long term objectives.
2.5 Short Term Objectives and How We Intend to Achieve Them -
(
a) Disclose the issuer's objectives for the next 12 months.
(
b) Using the following table, disclose how the issuer intends to
meet those objectives for the next 12 months.
What we must do and how we will do it
Target completion date or, if not known, number of months to complete
Our cost to complete
2.6 Insufficient Proceeds
If applicable, disclose that the proceeds of the offering either may
not or will not be sufficient to accomplish all of the issuer's proposed
objectives and there is no assurance that alternative financing will be
available.
2.7 Material Agreements - Disclose the key terms of all material
agreements
(
a) to which the issuer is currently a party, or
(
b) with a related party
including the following information:
(
i) if the agreement is with a related party, the name of the
related party and the relationship,
(ii) a description of any asset or property or interest
acquired, disposed of, leased, under option, etc.,
(iii) purchase price and payment terms (e.g., paid in
instalments, cash, securities or work commitments),
(iv) the principal amount of any debenture or loan, the
repayment terms, security, due date and interest rate,
(
v) the date of the agreement,
(vi) the amount of any finder's fee or commission paid or
payable to a related party in connection with the agreement, and
(vii) any material outstanding obligations under the agreement.
Item 3 Directors, Management, Promoters and Principal Holders
3.1 Compensation and Securities Held - Using the following table, provide
the specified information about each director, officer and promoter of the
issuer and each person who, directly or indirectly, beneficially owns or
controls 10% or more of any class of voting securities of the issuer (a
"principal holder"). If the principal holder is not an individual, state in
a note to the table the name of any person or company that, directly or
indirectly, beneficially owns or controls more than 50% of the voting
rights of the principal holder.
Name and municipality of principal residence
Positions held (e.g., director, officer, promoter and/or principal holder)
and the date of obtaining that position
Compensation paid by issuer in the most recently completed financial year
(or, if the issuer has not completed a financial year, since inception) and
the compensation anticipated to be paid in the current financial year
Number, type and percentage of securities of the issuer held after
completion of min. offering
Number, type and percentage of securities of the issuer held after
completion of max. offering
3.2 Management Experience - Using the following table, disclose the
principal occupations of the directors and senior officers over the past
five years. In addition, for each individual, describe any relevant
experience in a business similar to the issuer's.
Name
Principal occupation and related experience
3.3 Penalties, Sanctions and Bankruptcy
(
a) Disclose any penalty or sanction (including the reason for it
and whether it is currently in effect) that has been in effect during the
last 10 years against
(
i) a director, senior officer or control person of the
issuer, or
(ii) an issuer of which a person or company referred to in (
i) above was a director, senior officer or control person at the time.
(
b) Disclose any declaration of bankruptcy, voluntary assignment in
bankruptcy, proposal under any bankruptcy or insolvency legislation,
proceedings, arrangement or compromise with creditors or appointment of a
receiver, receiver manager or trustee to hold assets, that has been in
effect during the last 10 years with regard to any
(
i) director, senior officer or control person of the issuer,
(ii) issuer of which a person or company referred to in (
i) above was a director, senior officer or control person at that time.
Item 4 Capital Structure
4.1 Share Capital - Using the following table, provide the required
information about outstanding securities of the issuer (including options,
warrants and other securities convertible into shares). If necessary, notes
to the table may be added to describe the material terms of the securities.
Description of security
Number authorized to be issued
Number outstanding as at [a date not more than 30 days prior to the
offering memorandum date]
Number outstanding after min. offering
Number outstanding after max. offering
4.2 Long Term Debt - Using the following table, provide the required
information about outstanding long term debt of the issuer. If the
securities being offered are debt securities, add a column to the table
disclosing the amount of debt that will be outstanding after both the
minimum and maximum offering. If the debt is owed to a related party,
indicate that in a note to the table and identify the related party.
Description of long term debt (including whether secured)
Interest rate
Repayment terms
Amount outstanding at [a date not more than 30 days prior to the offering
memorandum date]
4.3 Prior Sales - If the issuer has issued any securities of the class
being offered under the offering memorandum (or convertible or exchangeable
into the class being offered under the offering memorandum) within the last
12 months, use the following table to provide the information specified. If
securities were issued for assets or services, describe in a note to the
table the assets or services that were provided.
Date of issuance
Type of security issued
Number of securities issued
Price per security
Total funds received
Item 5 Securities Offered
5.1 Terms of Securities - Describe the material terms of the securities
being offered, including:
(
a) voting rights or restrictions on voting,
(
b) conversion or exercise price and date of expiry,
(
c) rights of redemption or retraction, and
(
d) interest rates or dividend rates.
5.2 Subscription Procedure -
(
a) Describe how a purchaser can subscribe for the securities and
the method of payment.
(
b) State that the consideration will be held in trust and the
period that it will be held (refer at least to the mandatory two day
period).
(
c) Disclose any conditions to closing, e.g., receipt of additional
funds from other sources. If there is a minimum offering, disclose when
consideration will be returned to purchasers if the minimum is not met.
Item 6 Income Tax Consequences and RRSP Eligibility
6.1 State: "You should consult your own professional advisers to obtain
advice on the tax consequences that apply to you."
6.2 If income tax consequences are a material aspect of the securities
being offered (e.g., flow-through shares), provide
(
a) a
summary of the significant income tax consequences to
Canadian residents, and
(
b) the name of the person or company providing the tax disclosure
in (a).
6.3 Provide advice regarding the RRSP eligibility of the securities and
the name of the person or company providing the advice or state "Not all
securities are eligible for investment in a registered retirement savings
plan (RRSP). You should consult your own professional advisers to obtain
advice on the RRSP eligibility of these securities."
Item 7 Compensation Paid to Sellers and Finders
If any person or company has or will receive any compensation (e.g.,
commission, corporate finance fee or finder's fee) in connection with the
offering, provide the following information to the extent applicable:
(
a) a description of each type of compensation and the estimated
amount to be paid for each type,
(
b) if a commission is being paid, the percentage that the
commission will represent of the gross proceeds of the offering (assuming
both the minimum and maximum offering),
(
c) details of any broker's warrants or agent's option (including
number of securities under option, exercise price and expiry date), and
(
d) if any portion of the compensation will be paid in securities,
details of the securities (including number, type and, if options or
warrants, the exercise price and expiry date).
Item 8 Risk Factors
Describe in order of importance, starting with the most important, the risk
factors material to the issuer that a reasonable investor would consider
important in deciding whether to buy the issuer's securities.
Risk factors will generally fall into the following three categories:
(
a) Investment Risk - risks that are specific to the securities
being offered. Some examples include
arbitrary determination of price,
no market or an illiquid market for the securities,
resale restrictions, and
subordination of debt securities.
(
b) Issuer Risk - risks that are specific to the issuer. Some
examples include
insufficient funds to accomplish the issuer's business
objectives,
no history or a limited history of sales or profits,
lack of specific management or technical expertise,
management's regulatory and business track record,
dependence on key employees, suppliers or agreements,
litigation, and
political risk factors.
(
c) Industry Risk - risks faced by the issuer because of the
industry in which it operates. Some examples include
environmental and industry regulation,
product obsolescence, and
competition.
Item 9 Reporting Obligations
9.1 Disclose the documents that will be sent to purchasers on an annual
or on-going basis.
9.2 If corporate or securities information about the issuer is available
from a government, regulatory authority, SRO or quotation and trade
reporting system, disclose where that information can be located (including
website address).
Item 10 Resale Restrictions
10.1 General Statement - For trades in Alberta, British Columbia,
Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut,
Prince Edward Island and Saskatchewan, state:
"These securities will be subject to a number of resale
restrictions, including a restriction on trading. Until the restriction on
trading expires, you will not be able to trade the securities unless you
comply with an exemption from the prospectus and registration requirements
under securities legislation."
10.2 Restricted Period - For trades in Alberta, British Columbia,
Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut,
Prince Edward Island and Saskatchewan, state one of the following, as
applicable:
(
a) If, at the distribution date, the issuer is not:
(
i) a reporting issuer in the Canadian province or territory
in which the purchaser resides, and
(ii) a SEDAR filer and a reporting issuer in Alberta, British
Columbia, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan,
state:
"Unless permitted under securities legislation, you cannot
trade the securities before the earlier of the date that is 12 months and a
day after the date [name of issuer or other term used to refer to the
issuer]
1. becomes a reporting issuer in the Canadian province or
territory in which you reside, or
2. first becomes a reporting issuer in Alberta, British
Columbia, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan, and a
SEDAR filer."
(
b) If, at the distribution date, the issuer is not a "qualifying
issuer" (as defined under Multilateral Instrument 45-102 Resale of
Securities) but is a SEDAR filer and a reporting issuer in Alberta, British
Columbia, Manitoba, Nova Scotia, Ontario, Quebec or Saskatchewan, state:
"Unless permitted under securities legislation, you cannot
trade the securities before the date that is 12 months and a day after the
distribution date."
(
c) If, at the distribution date, the issuer is not a "qualifying
issuer" and is a reporting issuer in the Canadian province or territory in
which the purchaser resides, state:
"Unless permitted under securities legislation, you cannot
trade the securities before the date that is 12 months and a day after the
distribution date."
(
d) If, at the distribution date the issuer is a "qualifying
issuer", state:
"Unless permitted under securities legislation, you cannot
trade the securities before the date that is 4 months and a day after the
distribution date."
10.3 Manitoba Resale Restrictions - For trades in Manitoba, if the issuer
will not be a reporting issuer in a jurisdiction listed in Appendix A of MI
45-102 at the time the security is acquired by the purchaser state:
"You must not trade the securities without the prior written consent
of the regulator in Manitoba unless
(a) [name of issuer or other term used to refer to issuer] has
filed a prospectus with the regulator in Manitoba with respect to the
securities you have purchased and the regulator in Manitoba has issued a
receipt for that prospectus, or
(
b) you have held the securities for at least 12 months.
The regulator in Manitoba will consent to your trade if the regulator
is of the opinion that to do so is not prejudicial to the public interest."
Item 11 Purchasers' Rights
State the following:
"If you purchase these securities you will have certain rights, some of
which are described below. For information about your rights you should
consult a lawyer.
1. Two Day Cancellation Right - You can cancel your agreement to
purchase these securities. To do so, you must send a notice to us by
midnight on the 2nd business day after you sign the agreement to buy the
securities.
2. Statutory Rights of Action in the Event of a Misrepresentation -
[Insert this
section only if the securities legislation of the jurisdiction
in which the trade occurs provides purchasers with statutory rights in the
event of a misrepresentation in an offering memorandum. Modify the
language, if necessary, to conform to the statutory rights.] If there is a
misrepresentation in this offering memorandum, you have a statutory right
to sue:
(a) [name of issuer or other term used to refer to issuer] to
cancel your agreement to buy these securities, or
(
b) for damages against [state the name of issuer or other term
used to refer to issuer and the title of any other person or company
against whom the rights are available].
This statutory right to sue is available to you whether or not you
relied on the misrepresentation. However, there are various defences
available to the persons or companies that you have a right to sue. In
particular, they have a defence if you knew of the misrepresentation when
you purchased the securities.
If you intend to rely on the rights described in (
a) or (
b) above,
you must do so within strict time limitations. You must commence your
action to cancel the agreement within [state time period provided by the
securities legislation]. You must commence your action for damages within
[state time period provided by the securities legislation.]
3. Contractual Rights of Action in the Event of a Misrepresentation -
[Insert this
section only if the securities legislation of the jurisdiction
in which the purchaser is resident does not provide purchasers with
statutory rights in the event of a misrepresentation in an offering
memorandum.] If there is a misrepresentation in this offering memorandum,
you have a contractual right to sue [name of issuer or other term used to
refer to issuer]:
(
a) to cancel your agreement to buy these securities, or
(
b) for damages.
This contractual right to sue is available to you whether or not you
relied on the misrepresentation. However, in an action for damages, the
amount you may recover will not exceed the price that you paid for your
securities and will not include any part of the damages that [name of
issuer or other term used to refer to issuer] proves does not represent the
depreciation in value of the securities resulting from the
misrepresentation. [Name of issuer or other term used to refer to issuer]
has a defence if it proves that you knew of the misrepresentation when you
purchased the securities.
If you intend to rely on the rights described in (
a) or (
b) above,
you must do so within strict time limitations. You must commence your
action to cancel the agreement within 180 days after you signed the
agreement to purchase the securities. You must commence your action for
damages within the earlier of 180 days after learning of the
misrepresentation and 3 years after you signed the agreement to purchase
the securities."
Item 12 Financial Statements
Include all financial statements required in the offering memorandum
immediately before the certificate page of the offering memorandum.
Item 13 Date and Certificate
State the following on the certificate page of the offering memorandum:
"Dated [insert the date the certificate page of the offering memorandum is
signed].
This offering memorandum does not contain a misrepresentation."
The certificate must be signed by
(
a) the chief executive officer and the chief financial officer of
the issuer (or, if the issuer does not have a chief executive officer or a
chief financial officer, a person acting in that capacity),
(
b) on behalf of the directors of the issuer
(
i) by any two directors who are authorized to sign other
than the persons referred to in paragraph (a), or
(ii) by all the directors of the issuer, and
(
c) by each promoter of the issuer.
Instructions for Completing
Form 45-103F1
Offering Memorandum for Non-Qualifying Issuers
A. General Instructions
1. Draft the offering memorandum so that it is easy to read and
understand. Be concise and use clear, plain language. Avoid technical
terms. If technical terms are necessary, provide
definitions.
2. Address the items required by the form in the order set out in the
form. However, it is not necessary to provide disclosure about an item that
does not apply.
3. The issuer may include additional information in the offering
memorandum other than that specifically required by the form. However, the
offering memorandum is generally not required to contain the level of
detail and extent of disclosure required by a prospectus.
4. The issuer may wrap the offering memorandum around a prospectus or
similar document. However, all matters required to be disclosed by the
offering memorandum must be addressed and the offering memorandum must
provide a cross-reference to the page number or heading in the wrapped
document where the relevant information is contained. The certificate to
the offering memorandum must be modified to indicate that the offering
memorandum, including the document around which it is wrapped, does not
contain a misrepresentation.
5. It is an offence to make a misrepresentation in the offering
memorandum. This applies both to information that is required by the form
and to additional information that is provided.
6. If the issuer is a limited partnership or trust, where the offering
memorandum form requires disclosure about "directors", provide disclosure
for the general partner(
s) of the limited partnership and the trustee(
s) and manager of the trust. If a general partner, trustee or manager is a
corporation, provide disclosure of the directors and senior officers of the
general partner or manager and trustee. If the issuer is a limited
partnership, the general partner must sign as promoter of the issuer and,
if the general partner is a corporation, the chief executive officer, chief
financial officer and directors of the general partner must sign as the
chief executive officer, chief financial officer and directors of the
issuer. If the issuer is a trust, each trustee and the manager of the trust
must sign as promoters of the issuer. If any trustee is a corporation, the
signing officers of the trustee must also sign as promoters. If the manager
of the trust is a corporation, the chief executive officer, chief financial
officer and directors of the manager must sign as the chief executive
officer, chief financial officer and directors of the issuer.
7. When the term "related party" is used in this form, it refers to:
(
a) a director, officer, promoter or control person of the issuer,
(
b) in regard to a person referred to in (a), a child, parent,
grandparent or sibling, or other relative living in the same residence,
(
c) in regard to a person referred to in (
a) or (b), his or her
spouse or a person with whom he or she is living in a marriage-like
relationship,
(
d) an insider of the issuer,
(
e) a company controlled by one or more individuals referred to in
(
a) to (d), and
(
f) in the case of an insider, promoter or control person that is
not an individual, any person or company that controls that insider.
(If the issuer is not a reporting issuer, the reference to "insider"
includes persons or companies who would be insiders of the issuer if that
issuer were a reporting issuer.)
8. Refer to National Instrument 43-101 Standards of Disclosure for
Mineral Projects (NI 43-101) when disclosing scientific or technical
information for a mineral project of the issuer.
9. Securities legislation restricts what can be told to investors about
the issuer's intent to list or quote securities on an exchange or market.
Refer to applicable securities legislation before making any such
statements.
10. If an issuer uses this form in connection with a distribution under
an exemption other than
section 4.1 of Multilateral Instrument 45-103
Capital Raising Exemptions, the issuer must modify the disclosure in item
11 to correctly describe the purchaser's rights. If a purchaser does not
have statutory or contractual rights of action in the event of a
misrepresentation in the offering memorandum, that fact must be stated in
bold on the face page.
B. Financial Statements - General
1. Any financial statements included in the offering memorandum must be
prepared in accordance with Canadian generally accepted accounting
principles (Canadian GAAP). Differential reporting, as discussed in
section
1300 of the CICA Handbook, is not acceptable for financial statements of
either the issuer or of a business for which financial statements are
required in the offering memorandum.
2. Include all financial statements required in the offering memorandum
immediately prior to the certificate page of the offering memorandum.
3. If the issuer has not completed one financial year, include the
following financial statements of the issuer in the offering memorandum:
(
a) statements of income, retained earnings and cash flows for the
period from inception to a date not more than 60 days before the date of
the offering memorandum, and
(
b) a balance sheet dated as at the ending date of the statements
required by B.3(a).
4. If the issuer has completed one or more financial years, include the
following financial statements of the issuer in the offering memorandum:
(
a) statements of income, retained earnings and cash flows for the
most recently completed financial year that ended more than 120 days before
the date of the offering memorandum,
(
b) a balance sheet as at the last day of the most recently
completed financial year that ended more than 120 days before the date of
the offering memorandum,
(
c) statements of income, retained earnings and cash flows for the
most recently completed 3, 6 or 9 month interim period that ended more than
60 days before the date of the offering memorandum, and ended after the
date of the financial statements required under B.4(a), and
(
d) a balance sheet dated as at the ending date of the statements
required by B.4(c).
5. If financial statements of the issuer for a more recent annual or
interim period than those required by B.3 or B.4 have been prepared,
include those more recent financial statements in the offering memorandum.
6. If the issuer has changed its year end, refer to National Policy 51
Changes in the Ending Date of a Financial Year and in Reporting Status for
guidance concerning interim periods in a transition year. Financial
statements for the most recently completed interim period in a transition
year should be provided to satisfy B.4(c).
7. If the issuer has completed two or more financial years that ended
more than 120 days from the date of the offering memorandum, the annual
financial statements required under B.4(
a) and (
b) must include
comparatives for the prior year. The interim financial statements required
under B.4(
c) and (
d) may exclude comparatives if financial statements for
the comparative periods were not previously prepared.
8. The annual financial statements required under B.4(
a) and (
b) must be
audited in accordance with Canadian generally accepted auditing standards
(Canadian GAAS) and the audit report must be included in the offering
memorandum. The financial statements required under B.3, B.4(
c) and (
d) and
B.5 and the comparatives required by B.6 may be unaudited; however, if any
of those financial statements have been audited, the audit report on them
must be included in the offering memorandum.
9. Each page of any unaudited financial statements must indicate in bold
that the financial statements have not been audited.
10. If the offering memorandum does not contain audited financial
statements for the issuer's most recently completed financial year, update
the offering memorandum to include the annual audited financial statements
and the audit report as soon as the issuer has approved the audited
financial statements, but in any event no later than the 120th day
following the financial year end.
11. The offering memorandum does not have to be updated to include
interim financial statements for periods completed after the date 60 days
prior to the date of the offering memorandum. However, it may be necessary
to include the interim financial statements in the offering memorandum to
prevent the offering memorandum from containing a misrepresentation.
12. Refer to National Policy 48 Future Oriented Financial Information if
future oriented financial information is included in the offering
memorandum.
13. If the issuer is a limited partnership, include in the offering
memorandum the financial statements required by Part B of the general
partner and, if the limited partnership has active operations, of the
limited partnership.
C. Financial Statements - Business Acquisitions
1. If the issuer
(
a) has acquired a business during the past two years and the
audited and/or unaudited consolidated financial statements of the issuer
included in the offering memorandum do not include the results of the
acquired business for 12 consecutive months, or
(
b) is proposing to acquire a business and either:
(
i) is obligated to complete the acquisition, or
(ii) has the right to acquire the business and has decided to
complete the acquisition,
include the financial statements for the business if the test in C.2
is met, irrespective of how the issuer accounts for the acquisition.
2. Include the financial statements for a business referred to in C.1 if
either:
(
a) the issuer's proportionate share of the consolidated assets of
the business exceeds 50% of the consolidated assets of the issuer
calculated using the most recent annual financial statements of each of the
issuer and the business before the date of the acquisition or proposed date
of acquisition, or
(
b) the issuer's consolidated investments in and advances to the
business as at the date of the acquisition or the proposed date of
acquisition exceeds 50% of the consolidated assets of the issuer as at the
end of the issuer's most recently completed financial year that ended
before the date of the acquisition or proposed date of acquisition.
3. Where an issuer or a business referred to in C.1 has not yet
completed a financial year or has completed its first financial year that
ended within 120 days of the offering memorandum date and financial
statements for that year are not yet available, use the financial
statements referred to in B.3(
b) or B.4(
d) to make the calculations in C.2.
4. If a business referred to in C.1 meets either of the threshold tests
in C.2, include in the offering memorandum the following financial
statements of the business:
(
a) If the business has not completed one financial year include
(
i) statements of income, retained earnings and cash flows
for the period from inception to a date not more than 60 days before the
date of the offering memorandum, and
(ii) a balance sheet dated as at the ending date of the
statements required by C.4(a)(i).
However, if the date of acquisition for a business
precedes the ending date of the period referred to in C.4(a)(i), then
provide financial statements for the period from inception to the date of
acquisition or a date not more than 30 days before the date of acquisition.
(
b) If the business has completed one or more financial years
include
(
i) statements of income, retained earnings and cash flows
for the most recently completed financial year that ended before the date
of acquisition and more than 120 days before the date of the offering
memorandum,
(ii) a balance sheet dated as at the ending date of the
statements required by C.4(b)(i),
(iii) statements of income, retained earnings and cash flows
for either:
A. the most recently completed 3, 6 or 9 month interim
period that ended before the date of acquisition and more than 60 days
before the date of the offering memorandum and ended after the date of the
financial statements required under C.4(b)(i), or
B. the period from the first day after the financial
year referred to in C.4(b)(
i) to the date of acquisition or a date not more
than 30 days before the date of acquisition, and
(iv) a balance sheet dated as at the ending date of the
statements required by C.4(b)(iii).
5. The annual financial statements required under C.4(b)(
i) and (ii)
must be audited in accordance with Canadian GAAS and the audit report must
be included in the offering memorandum. The financial statements required
under C.4(
a) and C.4(b)(iii) and (iv) may be unaudited; however, if any of
those financial statements have been audited, the audit report must be
included in the offering memorandum.
6. If the offering memorandum does not contain audited financial
statements for a business referred to in C.1 for the business' most
recently completed financial year that ended before the date of
acquisition, update the offering memorandum to include those financial
statements and the audit report when they are available, but in any event
no later than the date 120 days following the year end.
7. The term "business" should be evaluated in light of the facts and
circumstances involved. Generally, a separate entity or a subsidiary or
division of an entity is a business and, in certain circumstances, a lesser
component of an entity may also constitute a business, whether or not the
subject of the acquisition previously prepared financial statements. The
subject of an acquisition should be considered a business where there is,
or the issuer expects there will be, continuity of operations. The issuer
should consider:
(
a) whether the nature of the revenue producing activity or
potential revenue producing activity will remain generally the same after
the acquisition, and
(
b) whether any of the physical facilities, employees, marketing
systems, sales forces, customers, operating rights, production techniques
or trade names are acquired by the issuer instead of remaining with the
vendor after the acquisition.
8. If an acquisition or a proposed acquisition has been or will be
accounted for as a reverse take-over, include financial statements for the
legal subsidiary in the offering memorandum in accordance with Part B. The
legal parent, as that term is defined in the CICA Handbook, is considered
to be the business acquired. C.1 may require financial statements of the
legal parent.
D. Financial Statement - Exemptions
1. An issuer will satisfy the financial statement requirements of this
form if it includes the financial statements required by securities
legislation for a prospectus.
2. An audit report on financial statements contained in an offering
memorandum may contain a reservation relating to opening inventory unless
the issuer previously filed an audit report on financial statements for the
same entity for a prior year in which there was a reservation relating to
inventory.
3. The financial statements of a person or company incorporated or
organized in a jurisdiction outside of Canada that are included in an
offering memorandum, may be prepared in accordance with a body of generally
accepted accounting principles, other than Canadian GAAP, if those
accounting principles are as comprehensive as Canadian GAAP (e.g., U.S.
GAAP) and cover substantially the same core subject matter as Canadian
GAAP, including recognition and measurement principles and disclosure
requirements ("foreign GAAP"), if the notes to the financial statements
(
a) explain and quantify the effect of material differences between
Canadian GAAP and foreign GAAP that relate to measurements and those
differences are not so pervasive as to render the financial statements
misleading, and
(
b) provide disclosure consistent with Canadian GAAP requirements
to the extent not already reflected in the financial statements.
4. The financial statements of a person or company incorporated or
organized in a jurisdiction outside of Canada that are included in an
offering memorandum, may be audited in accordance with a body of generally
accepted auditing standards, other than Canadian GAAS, provided that
(
a) those auditing standards are substantially equivalent to
Canadian GAAS, requiring audit work that is comparable in scope, nature and
timing to the work required in connection with an audit in accordance with
Canadian GAAS, and
(
b) the auditor's report is accompanied by a statement of the
auditor
(
i) disclosing any material differences in the form and
content of the foreign auditor's report as compared to a Canadian auditor's
report, and
(ii) unless the auditing standards are U.S. GAAS, confirming
that the auditing standards applied are substantially equivalent to
Canadian GAAS.
5. If an acquisition is, or will be, an investment accounted for using
the equity method, as that term is defined in the CICA Handbook, financial
statements for a business required by C.4 are not required to be included
in the offering memorandum if:
(
a) the offering memorandum includes disclosure for the periods for
which financial statements are required under
Part C that:
(
i) summarizes the assets, liabilities and results of
operations of the business, and
(ii) describes the issuer's proportionate interest in
the business and any contingent issuance of securities by the business that
might significantly affect the issuer's share of earnings;
(
b) the financial information provided under D.5(
a) for any
completed financial year has been audited, or has been derived from audited
financial statements of the business; and
(
c) the offering memorandum discloses that:
(
i) the financial information provided under D.5(
a) for any
completed financial year has been audited, or identifies the financial
statements from which the financial information provided under D.5(
a) has
been derived; and
(ii) the audit opinion with respect to the financial
information or financial statements referred to in D.5(c)(
i) was issued
without a reservation of opinion.
If the financial information included in an offering memorandum under
D.5(
a) has been derived from financial statements of a business
incorporated or organized in a foreign jurisdiction that have been prepared
in accordance with foreign GAAP, the information must be accompanied by a
note that explains and quantifies the effect of material differences
between Canadian GAAP and the foreign GAAP.
6. Financial statements relating to the acquisition or proposed
acquisition of a business that is an interest in an oil and gas property
are not required to be included in an offering memorandum if:
(
a) the required financial statements do not exist,
(
b) the acquisition was not or will not be accounted for as a
"reverse take-over" as defined in the CICA Handbook,
(
c) the property did not or does not constitute a "reportable
segment" of the seller, as defined in
section 1701 of the CICA Handbook, at
the time of acquisition and
(
d) the offering memorandum contains alternative disclosure for the
property which includes at least an operating statement (which must be
accompanied by an audit report if it is prepared as an alternative to
audited annual financial statements) presenting, at a minimum, the
following line items:
(
i) gross revenue,
(ii) royalty expenses,
(iii) production costs,
(iv) operating income, and
(
v) if a material fact,
A. information with respect to reserve estimates and
estimates of future net revenue and production volumes and other relevant
information regarding the property,
B. actual production volumes of the property for the
most recently completed year, and
C. estimated production volumes of the property for
the next year, based on information in the reserve report.
7. Financial statements for a business that is an interest in an oil and
gas property or for the acquisition or proposed acquisition by an issuer of
a property are not required to be audited if:
(
a) the property was acquired prior to December 31, 2000, and the
offering memorandum states that, despite making reasonable efforts, the
issuer was unable to obtain audited operating statements because the seller
refused to provide such audited statements or to permit access to the
information necessary to audit the statements, or
(
b) during the 12 months preceding the date of the acquisition or
the proposed date of an acquisition, the daily average production of the
property on a barrel of oil equivalent basis (with gas converted to oil in
the ratio of six thousand cubic feet of gas being the equivalent of one
barrel of oil) is less than 20 per cent of the total daily average
production of the seller for the same or similar periods and:
(
i) despite reasonable efforts during the purchase
negotiations, the issuer was prohibited from including in the purchase
agreement the rights to obtain an audited operating statement of the
property,
(ii) the purchase agreement includes representations and
warranties by the seller that the amounts presented in the operating
statement agree to the seller's books and records, and
(iii) the offering memorandum discloses
A. that the issuer was unable to obtain an audited
operating statement,
B. the reasons for that inability,
C. the fact that the purchase agreement includes the
representations and warranties referred to in D.7(b)(ii), and
D. that the results presented in the operating
statements may have been materially different if the statements had been
audited.
_______________________________________________________________________
Form 45-103F2
Offering Memorandum for Qualifying Issuers
Date: [Insert the date from the certificate page.]
The Issuer
Name:
Head office: Address:
Phone #:
E-mail address:
Fax #:
Where currently listed or quoted? [e.g., TSX/TSX Venture Exchange]
The Offering
Securities offered:
Price per security:
Minimum/Maximum offering: [If there is no minimum state "$0" as the minimum
and also state: "You may be the only purchaser."]
Payment terms:
Proposed closing date(s):
Tax consequences: "There are important tax consequences to these
securities. See item 6." [If tax consequences are not material, delete this
item.]
Selling agent? [Yes/No. If yes, state "See item 7". The name of the selling
agent may also be stated.]
Resale restrictions
State: "You will be restricted from selling your securities for 4 months.
See item 10".
Purchaser's rights
State: "You have 2 business days to cancel your agreement to purchase these
securities. If there is a misrepresentation in this offering memorandum,
you have the right to sue either for damages or to cancel the agreement.
See item 11."
State in bold type:
"No securities regulatory authority has assessed the merits of these
securities or reviewed this offering memorandum. Any representation to the
contrary is an offence. This is a risky investment. See item 8."
[All of the above information must appear on a single cover page.]
Item 1 Use of Net Proceeds
1.1 Net Proceeds - Using the following table, disclose the net proceeds
of the offering. If there is no minimum offering, state "$0" as the
minimum.
Assuming min. offering
Assuming max. offering
Amount to be raised by this offering
Selling commissions and fees
Estimated offering costs (e.g., legal, accounting, audit)
Net proceeds: D = A - (B+C)
1.2 Use of Net Proceeds - Using the following table, provide a detailed
breakdown of how the issuer will use the net proceeds. If any of the net
proceeds will be paid to a related party, disclose in a note to the table
the name of the related party, the relationship to the issuer, and the
amount. If the issuer has a working capital deficiency, disclose the
portion, if any, of the net proceeds to be applied to the working capital
deficiency.
Description of intended use of net proceeds listed in order of priority.
Assuming min. offering
Assuming max. offering
1.3 Reallocation - The net proceeds must be used for the purposes
disclosed in the offering memorandum. The board of directors can reallocate
the proceeds to other uses only for sound business reasons. If the net
proceeds may be reallocated, include the following statement:
"We intend to spend the net proceeds as stated. We will
reallocate funds only for sound business reasons."
1.4 Working Capital Deficiency - State the amount of any working capital
deficiency of the issuer as at a date not more than 30 days prior to the
date of the offering memorandum. If the working capital deficiency will not
be eliminated by the use of net proceeds, state how the issuer intends to
eliminate or manage the deficiency.
1.5 Insufficient Proceeds - If applicable, disclose that the proceeds of
the offering either may not or will not be sufficient to accomplish all of
the issuer's proposed objectives and that there is no assurance that
alternative financing will be available.
Item 2 Information About [name of issuer or other term used to refer
to issuer]
2.1 Business
Summary - Briefly (in one or two paragraphs) describe the
business intended to be carried on by the issuer over the next 12 months.
State whether this represents a change of business. If the issuer is a
non-resource issuer, describe the products that the issuer is or will be
developing or producing and the stage of development of each of the
products. If the issuer is a natural resource issuer, state: whether the
issuer's principal properties are primarily in the exploration or in the
development or production stage; what resources the issuer is engaged in
exploring, developing or producing; and the locations of the issuer's
principal properties.
2.2 Existing Documents Incorporated by Reference - State:
"Information in the documents listed in the table below has been
incorporated by reference into this offering memorandum from documents
filed with securities regulatory authorities in Canada. The documents
incorporated by reference are available for viewing on the SEDAR website at
www.sedar.com. In addition, copies of the documents may be obtained on
request without charge from [insert complete address and telephone and the
name of a contact person].
Documents listed in the table and information provided in those
documents are not incorporated by reference to the extent that their
contents are modified or superseded by a statement in this offering
memorandum or in any other subsequently filed document that is also
incorporated by reference in this offering memorandum."
Using the following table, list all of the documents incorporated by
reference (as required by Instruction D.2.2):
Description of document (In the case of material change reports, provide a
brief description of the nature of the material change)
Date of document
2.3 Existing Documents Not Incorporated by Reference - State:
"Other documents available on the SEDAR website (for example, most
press releases, take-over bid circulars, prospectuses and rights offering
circulars) are not incorporated by reference into this offering memorandum
unless they are specifically referenced in the table above. Your rights as
described in item 11 of this offering memorandum apply only in respect of
information contained in this offering memorandum and documents or
information incorporated by reference."
2.4 Existing Information Not Incorporated by Reference - Certain
specified information (as outlined in Instruction C.2.4) contained in the
documents incorporated by reference may be, but is not required to be,
incorporated by reference into the offering memorandum. If the issuer does
not wish to incorporate that information into the offering memorandum, the
issuer must state that and include a statement in the offering memorandum
identifying:
(
a) the information that is not being incorporated by reference,
and
(
b) the document in which the information is contained.
2.5 Future Documents Not Incorporated by Reference - State:
"Documents filed after the date of this offering memorandum are not
deemed to be incorporated into this offering memorandum. However, if you
subscribe for securities and an event occurs, or there is a change in our
business or affairs, that makes the certificate to this offering memorandum
no longer true, we will provide you with an update of this offering
memorandum, including a newly dated and signed certificate, and will not
accept your subscription until you have re-signed the agreement to purchase
the securities."
Item 3 Directors, Officers, Promoters and Principal Holders
3.1. Using the following table, provide information about each director,
senior officer, promoter and each person who, directly or indirectly,
beneficially owns or controls 10% or more of any class of voting securities
of the issuer (a "principal holder"). If the principal holder is not an
individual, state in a note to the table the name of any person or company
that, directly or indirectly, beneficially owns or controls more than 50%
of the voting rights of the principal holder.
Name and municipality of principal residence
Position(
s) with the issuer
3.2 State: "You can obtain further information about directors and senior
officers from [insert the name and date of the document(
s) with the most
current information, e.g., management information circular, annual
information form or material change report]."
3.3 State: "Current information regarding the securities held by
directors, senior officers and principal holders can be obtained from
[refer to the SEDI website at www.sedi.ca or, if information cannot be
obtained from the SEDI website, refer to the securities regulatory
authority(ies) from which the information can be obtained, including any
website(s)]. [Name of issuer or other term used to refer to issuer] can not
guarantee the accuracy of this information."
Item 4 Capital Structure
Using the following table, provide the required information about
outstanding securities of the issuer (including options, warrants and other
securities convertible into shares). If necessary, notes to the table may
be added to describe the material terms of the securities.
Description of security
Number authorized to be issued
Number outstanding as at [a date not more than 30 days prior to the
offering memorandum date]
Number outstanding after min. offering
Number outstanding after max. offering
Item 5 Securities Offered
5.1 Terms of Securities - Describe the material terms of the securities
being offered, including:
(
a) voting rights or restrictions on voting,
(
b) conversion or exercise price and date of expiry,
(
c) rights of redemption or retraction, and
(
d) interest rates or dividend rates.
5.2 Subscription Procedure -
(
a) Describe how a purchaser can subscribe for the securities and
the method of payment.
(
b) State that the consideration will be held in trust and the
period that it will be held (refer at least to the mandatory two day
period).
(
c) Disclose any conditions to closing e.g., receipt of additional
funds from other sources. If there is a minimum offering, disclose when
consideration will be returned to purchasers if the minimum is not met.
Item 6 Income Tax Consequences and RRSP Eligibility
6.1 State: "You should consult your own professional advisers to obtain
advice on the tax consequences that apply to you".
6.2 If income tax consequences are a material aspect of the securities
being offered (e.g., flow-through shares), provide
(
a) a
summary of the significant income tax consequences to
Canadian residents, and
(
b) the name of the person or company providing the tax disclosure
in (a).
6.3 Provide advice regarding the RRSP eligibility of the securities and
the name of the person or company providing the advice or state "Not all
securities are eligible for investment in a registered retirement savings
plan (RRSP). You should consult your own professional advisers to obtain
advice on the RRSP eligibility of these securities."
Item 7 Compensation Paid to Sellers and Finders
If any person or company has or will receive any compensation (e.g.,
commission, corporate finance fee or finder's fee) in connection with the
offering, provide the following information to the extent applicable:
(
a) a description of each type of compensation and the estimated
amount to be paid for each type,
(
b) if a commission is being paid, the percentage that the
commission will represent of the gross proceeds of the offering (assuming
both the minimum and maximum offering),
(
c) details of any broker's warrants or agent's option (including
number of securities under option, exercise price and expiry date), and
(
d) if any portion of the compensation will be paid in securities,
details of the securities (including number, type and, if options or
warrants, the exercise price and expiry date).
Item 8 Risk Factors
Describe in order of importance, starting with the most important, the risk
factors material to the issuer that a reasonable investor would consider
important in deciding whether to buy the issuer's securities.
Risk factors will generally fall into the following three categories:
(
a) Investment Risk - risks that are specific to the securities
being offered. Some examples include
À arbitrary determination of price,
À no market or an illiquid market for the securities,
À resale restrictions, and
À subordination of debt securities.
(
b) Issuer Risk - risks that are specific to the issuer. Some
examples include
À insufficient funds to accomplish the issuer's business
objectives,
À no history or a limited history of sales or profits,
À lack of specific management or technical expertise,
À management's regulatory and business track record,
À dependence on key employees, suppliers or agreements,
À litigation, and
À political risk factors.
(
c) Industry Risk - risks faced by the issuer because of the
industry in which it operates. Some examples include
À environmental and industry regulation,
À product obsolescence, and
À competition.
Item 9 Reporting Obligations
9.1 Disclose the documents that will be sent to purchasers on an annual
or on-going basis.
9.2 If corporate or securities information about the issuer is available
from a government, regulatory authority, SRO or quotation and trade
reporting system, disclose where that information can be located (including
website address).
Item 10 Resale Restrictions
For trades in Alberta, British Columbia, Newfoundland and Labrador,
Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island and
Saskatchewan state:
"These securities will be subject to a number of resale restrictions,
including a restriction on trading. Until the restriction on trading
expires, you will not be able to trade the securities unless you comply
with an exemption from the prospectus and registration requirements under
securities legislation.
Unless permitted under securities legislation, you cannot trade the
securities before the date that is 4 months and a day after the
distribution date."
Item 11 Purchasers' Rights
State the following:
"If you purchase these securities you will have certain rights, some of
which are described below. For information about your rights you should
consult a lawyer.
1. Two Day Cancellation Right - You can cancel your agreement to
purchase these securities. To do so, you must send a notice to us by
midnight on the 2nd business day after you sign the agreement to buy the
securities.
2. Statutory Rights of Action in the Event of a Misrepresentation -
[Insert this
section only if the securities legislation of the jurisdiction
in which the trade occurs provides purchasers with statutory rights in the
event of a misrepresentation in an offering memorandum. Modify the
language, if necessary, to conform to the statutory rights.] If there is a
misrepresentation in this offering memorandum, you have a statutory right
to sue:
(a) [name of issuer or other term used to refer to issuer] to
cancel your agreement to buy these securities, or
(
b) for damages against [state the name of issuer or other term
used to refer to issuer and the title of any other person or company
against whom the rights are available].
This statutory right to sue is available to you whether or not you
relied on the misrepresentation. However, there are various defences
available to the persons or companies that you have a right to sue. In
particular, they have a defence if you knew of the misrepresentation when
you purchased the securities.
If you intend to rely on the rights described in (
a) or (
b) above,
you must do so within strict time limitations. You must commence your
action to cancel the agreement within [state time period provided by the
securities legislation]. You must commence your action for damages within
[state time period provided by the securities legislation].
3. Contractual Rights of Action in the Event of a Misrepresentation -
[Insert this
section only if the securities legislation of the jurisdiction
in which the purchaser is resident does not provide purchasers with
statutory rights in the event of a misrepresentation in an offering
memorandum.] If there is a misrepresentation in this offering memorandum,
you have a contractual right to sue [name of issuer or other term used to
refer to issuer]:
(
a) to cancel your agreement to buy these securities, or
(
b) for damages.
This contractual right to sue is available to you whether or not you
relied on the misrepresentation. However, in an action for damages, the
amount you may recover will not exceed the price that you paid for your
securities and will not include any part of the damages that [name of
issuer or other term used to refer to issuer] proves does not represent the
depreciation in value of the securities resulting from the
misrepresentation. [Name of issuer or other term used to refer to issuer]
has a defence if it proves that you knew of the misrepresentation when you
purchased the securities.
If you intend to rely on the rights described in (
a) or (
b) above,
you must do so within strict time limitations. You must commence your
action to cancel the agreement within 180 days after you signed the
agreement to purchase the securities. You must commence your action for
damages within the earlier of 180 days after learning of the
misrepresentation and 3 years after you signed the agreement to purchase
the securities."
Item 12 Date and Certificate
State the following on the certificate page of the offering memorandum:
"Dated [insert the date the certificate page of the offering memorandum is
signed].
This offering memorandum does not contain a misrepresentation."
The certificate must be signed by
(
a) the chief executive officer and the chief financial officer of
the issuer (or, if the issuer does not have a chief executive officer or a
chief financial officer, a person acting in that capacity),
(
b) on behalf of the directors of the issuer
(
i) by any two directors who are authorized to sign other
than the persons referred to in paragraph (a), or
(ii) by all the directors of the issuer, and
(
c) by each promoter of the issuer.
_______________
Instructions for Completing
Form 45-103F2
Offering Memorandum for Qualifying Issuers
A. General Instructions
1. Only a "qualifying issuer" as defined in Multilateral Instrument
45-102 Resale of Securities (MI 45-102) may use this form.
2. An issuer using this form to draft an offering memorandum must
incorporate by reference certain parts of its existing continuous
disclosure base. An issuer that does not want to do this must use Offering
Memorandum Form 45-103F1.
3. Draft the offering memorandum so that it is easy to read and
understand. Be concise and use clear, plain language. Avoid technical
terms. If technical terms are necessary, provide
definitions.
4. Address the items required by the form in the order set out in the
form. However, it is not necessary to provide disclosure about an item that
does not apply.
5. The issuer may include additional information in the offering
memorandum other than that specifically required by the form. However, the
offering memorandum is generally not required to contain the level of
detail and extent of disclosure required by a prospectus.
6. The issuer may wrap the offering memorandum around a prospectus or
similar document. However, all matters required to be disclosed by the
offering memorandum must be addressed and the offering memorandum must
provide a cross-reference to the page number or heading in the wrapped
document where the relevant information is contained. The certificate to
the offering memorandum must be modified to indicate that the offering
memorandum,
including the document around which it is wrapped, does not contain a
misrepresentation.
7. It is an offence to make a misrepresentation in the offering
memorandum. This applies both to information that is required by the form
and to additional information that is provided.
8. If the issuer is a limited partnership or trust, where the offering
memorandum form requires disclosure about "directors", provide disclosure
for the general partner(
s) of the limited partnership and the trustee(
s) and manager of the trust. If a general partner, trustee or manager is a
corporation, provide disclosure of the directors and senior officers of the
general partner or manager and trustee. If the issuer is a limited
partnership, the general partner must sign as promoter of the issuer and,
if the general partner is a corporation, the chief executive officer, chief
financial officer and directors of the general partner must sign as the
chief executive officer, chief financial officer and directors of the
issuer. If the issuer is a trust, each trustee and the manager of the trust
must sign as promoters of the issuer. If any trustee is a corporation, the
signing officers of the trustee must also sign as promoters. If the manager
of the trust is a corporation, the chief executive officer, chief financial
officer and directors of the manager must sign as the chief executive
officer, chief financial officer and directors of the issuer.
9. Refer to National Instrument 43-101 Standards of Disclosure for
Mineral Projects (NI 43-101) when disclosing scientific or technical
information for a mineral project of the issuer.
10. Securities legislation restricts what can be told to investors about
the issuer's intent to list or quote securities on an exchange or market.
Refer to applicable securities legislation before making any such
statements.
11. If an issuer uses this form in connection with a distribution under
an exemption other than
section 4.1 of Multilateral Instrument 45-103
Capital Raising Exemptions, the issuer must modify the disclosure in item
11 to correctly describe the purchaser's rights. If a purchaser does not
have statutory or contractual rights of action in the event of a
misrepresentation in the offering memorandum, that fact must be stated in
bold on the face page.
B. Financial Statements
1. Any financial statements incorporated by reference into the offering
memorandum must be prepared in accordance with Canadian generally accepted
accounting principles. Any audit must be conducted in accordance with
Canadian generally accepted auditing standards.
2. Refer to National Policy 48 Future Oriented Financial Information if
future oriented financial information is included in the offering
memorandum.
C. Required Updates to the Offering Memorandum
1. If the offering memorandum does not incorporate by r