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Volume 59, No. 11

161/2016

The British Columbia Gazette,

Part II

June 28, 2016

B.C. Reg. 161/2016 , deposited June 27, 2016, under the SECURITIES ACT [section 184]. Rule of the British Columbia Securities Commission, dated June 27,

The British Columbia Securities Commission orders that, effective June 30, 2016,

National Instrument 45-106 Prospectus Exemptions , B.C. Reg. 227/2009, is amended as set out in the attached Schedule.

— B. LEONG, British Columbia Securities Commission .

Schedule

1 National Instrument 45-106 Prospectus Exemptions , B.C. Reg. 227/2009, is amended as set out in this Schedule.

2 The following

section is added:

Designation of insider

1.8 For the purpose of this Instrument, in Ontario, the following classes of persons

are designated as insiders:

(

a) a director or an officer of an issuer;

(

b) a director or an officer of a person that is an insider or a subsidiary of

an issuer;

(

c) a person that has

(

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

securities of an issuer carrying more than 10% of the voting rights attached to all

the issuer’s outstanding voting securities, excluding, for the purpose of the calculation

of the percentage held, any securities held by the person as underwriter in the course

of a distribution, or

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

directly or indirectly, securities of an issuer carrying more than 10% of the voting

rights attached to all the issuer’s outstanding voting securities, excluding, for

the purpose of the calculation of the percentage held, any securities held by the

person as underwriter in the course of a distribution;

(

d) an issuer that has purchased, redeemed or otherwise acquired a security of

its own issue, for so long as it continues to hold that security.

3 Subsection 6.1 (1) is amended by adding “ completed ” before “ report if they make the distribution ”.

4 Subsection 6.2 (2) is amended by replacing “ financial year-end of the investment fund ” with “ end of the calendar year ”.

Section 6.3 is amended by

(

a) replacing subsection (1) with the following:

(1) The required form of report under

section 6.1 [Report of exempt distribution] is Form 45-106F1. , and

(

b) deleting “ or, in British Columbia, Form 45-106F6 ” from subsection (2).

Section 6.6 is repealed.

7 The following

section is added:

Transition – investment funds – required form of report

8.4.3 Despite

section 6.3, an investment fund that files a report on or before the date

required by subsection 6.2 (2) for a distribution that occurred before January 1,

2017 may file a report prepared in accordance with the version of Form 45-106F1 in

force on June 29, 2016.

8 Form 45-106F1 Report of Exempt Distribution is repealed and the following substituted:

Form 45-106F1

Report of Exempt Distribution

A. General Instructions

1. Filing instructions

An issuer or underwriter that is required to file a report of exempt distribution

and pay the applicable fee must file the report and pay the fee as follows:

• In British Columbia – through BCSC eServices at http://www.bcsc.bc.ca.

• In Ontario – through the online e-form available at http://www.osc.gov.on.ca.

• In all other jurisdictions – through the System for Electronic Document Analysis and Retrieval (SEDAR) in accordance

with National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) if required, or otherwise with the securities regulatory authority or regulator,

as applicable, in the applicable jurisdictions at the addresses listed at the end

of this form.

The issuer or underwriter must file the report in a jurisdiction of Canada if the

distribution occurs in the jurisdiction. If a distribution is made in more than one

jurisdiction of Canada, the issuer or underwriter may satisfy its obligation to file

the report by completing a single report identifying all purchasers, and file the

report in each jurisdiction of Canada in which the distribution occurs. Filing fees

payable in a particular jurisdiction are not affected by identifying all purchasers

in a single report.

In order to determine the applicable fee in a particular jurisdiction of Canada,

consult the securities legislation of that jurisdiction.

2. Issuers located outside of Canada

If an issuer located outside of Canada determines that a distribution has taken

place in a jurisdiction of Canada, include information about purchasers resident in

that jurisdiction only.

3. Multiple distributions

An issuer may use one report for multiple distributions occurring within 10 days

of each other, provided the report is filed on or before the 10th day following the

first distribution date. However, an investment fund issuer that is relying on the

exemptions set out in subsection 6.2 (2) of NI 45-106 may file the report annually

in accordance with that subsection.

4. References to purchaser

References to a purchaser in this form are to the beneficial owner of the securities.

However, if a trust company, trust corporation, or registered adviser described

in paragraph (

p) or (

q) of the definition of “accredited investor” in

section 1.1

of NI 45-106 has purchased the securities on behalf of a fully managed account, provide

information about the trust company, trust corporation or registered adviser only;

do not include information about the beneficial owner of the fully managed account.

5. References to issuer

References to “issuer” in this form include an investment fund issuer and a non-investment fund issuer, unless otherwise specified.

6. Investment fund issuers

If the issuer is an investment fund, complete Items 1-3, 6-8, 10, 11 and

Schedule

1 of this form.

7. Mortgage investment entities

If the issuer is a mortgage investment entity, complete all applicable items of

this form other than Item 6.

8. Language

must comply with linguistic rights and obligations prescribed by Québec law.

9. Currency

All dollar amounts in the report must be in Canadian dollars. If the distribution

was made or any compensation was paid in connection with the distribution in a foreign

currency, convert the currency to Canadian dollars using the daily noon exchange rate

of the Bank of Canada on the distribution date. If the distribution date occurs on

a date when the daily noon exchange rate of the Bank of Canada is not available, convert

the currency to Canadian dollars using the most recent closing exchange rate of the

Bank of Canada available before the distribution date. For investment funds in continuous

distribution, convert the currency to Canadian dollars using the average daily noon

exchange rate of the Bank of Canada for the distribution period covered by the report.

If the Bank of Canada no longer publishes a daily noon exchange rate and closing

exchange rate, convert foreign currency using the daily single indicative exchange

rate of the Bank of Canada in the same manner described in each of the three scenarios

above.

If the distribution was not made in Canadian dollars, provide the foreign currency

in Item 7 (

a) of the report.

10. Date of information in report

Unless otherwise indicated in this form, provide the information as of the distribution

end date.

11. Date of formation

For the date of formation, provide the date on which the issuer was incorporated,

continued or organized (formed). If the issuer resulted from an amalgamation, arrangement,

merger or reorganization, provide the date of the most recent amalgamation, arrangement,

merger or reorganization.

12. Security codes

Wherever this form requires disclosure of the type of security, use the following

security codes:

Security code

Security type

BND

Bonds

CER

Certificates (including pass-through certificates, trust certificates)

CMS

Common shares

CVD

Convertible debentures

CVN

Convertible notes

CVP

Convertible preferred shares

DEB

Debentures

FTS

Flow-through shares

FTU

Flow-through units

LPU

Limited partnership units

NOT

Notes (include all types of notes except convertible notes)

OPT

Options

PRS

Preferred shares

RTS

Rights

UBS

Units of bundled securities (such as a unit consisting of a common share and a

warrant)

UNT

Units (exclude units of bundled securities, include trust units and mutual fund

units)

WNT

Warrants

OTH

Other securities not included above (if selected, provide details of security type

in Item 7d)

B. Terms used in the form

1. For the purposes of this form:

“designated foreign jurisdiction” means Australia, France, Germany, Hong Kong, Italy, Japan, Mexico, the Netherlands, New Zealand, Singapore, South Africa, Spain, Sweden, Switzerland or the United Kingdom

of Great Britain and Northern Ireland;

“eligible foreign security” means a security offered primarily in a foreign jurisdiction as part of a distribution of securities in either of the following circumstances:

(

a) the security is issued by an issuer

(

i) that is incorporated, formed or created under the laws of a foreign jurisdiction,

(ii) that is not a reporting issuer in a jurisdiction of Canada,

(iii) that has its head office outside of Canada, and

(iv) that has a majority of the executive officers and a majority of the directors

ordinarily resident outside of Canada;

(

b) the security is issued or guaranteed by the government of a foreign jurisdiction;

“foreign public issuer” means an issuer where any of the following apply:

(

a) the issuer has a class of securities registered under

section 12 of the 1934

Act;

(

b) the issuer is required to file reports under

section 15 (

d) of the 1934 Act;

(

c) the issuer is required to provide disclosure relating to the issuer and the

trading in its securities to the public, to security holders of the issuer or to a

regulatory authority and that disclosure is publicly available in a designated foreign

jurisdiction;

“legal entity identifier” means a unique identification code assigned to the person

(

a) in accordance with the standards set by the Global Legal Entity Identifier

System, or

(

b) that complies with the standards established by the Legal Entity Identifier

Regulatory Oversight Committee for pre-legal entity identifiers;

“permitted client” has the same meaning as in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations ;

“SEDAR profile” means a filer profile required under

section 5.1 of National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR) .

2. For the purposes of this form, a person is connected with an issuer or an investment

fund manager if either of the following applies:

(

a) one of them is controlled by the other;

(

b) each of them is controlled by the same person.

Form 45-106F1

Report of Exempt Distribution

IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS REPORT

Item 1 – Report Type

New report

Amended report

If amended, provide filing date of report that is being amended.

(YYYY-MM-DD)

Item 2 – Party Certifying the Report

Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to

section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106.

Investment fund issuer

Issuer (other than an investment fund)

Underwriter

Item 3 – Issuer Name and Other Identifiers

Provide the following information about the issuer, or if the issuer is an investment fund, about the fund.

Full legal name

Previous full legal name

If the issuer’s name changed in the last 12 months, provide most recent previous legal name.

Website

(if applicable)

If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of “legal entity identifier”.

Legal entity identifier

Item 4 – Underwriter Information

If an underwriter is completing the report, provide the underwriter’s full legal name and firm National Registration Database (NRD) number.

Full legal name

Firm NRD number

(if applicable)

If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter.

Street address

Municipality

Province/State

Country

Postal code/

Zip code

Telephone number

Website

(if applicable)

Item 5 – Issuer Information

If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6.

a) Primary industry

Provide the issuer’s North American Industry Classification Standard (NAICS) code (6 digits only) that corresponds to the issuer’s primary business activity. For more information on finding the NAICS industry code go to

Statistics Canada’s NAICS industry search tool .

NAICS industry code

If the issuer is in the mining industry , indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in the mining industry. Select the category that best describes the issuer’s stage of operations.

Exploration

Development

Production

Is the issuer’s primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply.

Mortgages

Real estate

Commercial/business debt

Consumer debt

Private companies

b) Number of employees

Number of employees:

0 – 49

50 – 99

100 – 499

500 or more

c) SEDAR profile number

Does the issuer have a SEDAR profile?

Yes

If yes, provide SEDAR profile number

If the issuer does not have a SEDAR profile complete Item 5 (d) – (h).

d) Head office address

Street address

Province/State

Municipality

Postal code/Zip code

Country

Telephone number

e) Date of formation and financial year-end

Date of formation

Financial year-end

YYYY

f) Reporting issuer status

Is the issuer a reporting issuer in any jurisdiction of Canada?

Yes

If yes, select the jurisdictions of Canada in which the issuer is a reporting issuer.

All

g) Public listing status

If the issuer has a CUSIP number, provide below (first 6 digits only).

CUSIP number

If the issuer is publicly listed, provide the names of all exchanges on which its securities are listed. Include only the names of exchanges for which the issuer has applied for and received a listing, which excludes, for example, automated trading systems.

Exchange names

h) Size of issuer’s assets

Select the size of the issuer’s assets for its most recent financial year-end (Canadian $). If the issuer has not existed for a full financial year, provide the size of the issuer’s assets at the distribution end date.

$0 to under $5M

$5M to under $25M

$25M to under $100M

$100M to under $500M

$500M to under $1B

$1B or over

Item 6 – Investment Fund Issuer Information

If the issuer is an investment fund, provide the following information.

a) Investment fund manager information

Full legal name

Firm NRD number

(if applicable)

If the investment fund manager does not have a firm NRD number, provide the head office contact information of the investment fund manager.

Street Address

Municipality

Province/State

Country

Postal code/Zip code

Telephone number

Website (if applicable)

b) Type of investment fund

Type of investment fund that most accurately identifies the issuer (select only one).

Money market

Equity

Fixed income

Balanced

Alternative strategies

Other (describe)

Indicate whether one or both of the following apply to the investment fund.

Invests primarily in other investment fund issuers

Is a UCITs Fund 1

1 Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union (EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state.

c) Date of formation and financial year-end of the investment fund

Date of formation

Financial year-end

YYYY

d) Reporting issuer status of the investment fund

Is the investment fund a reporting issuer in any jurisdiction of Canada?

Yes

If yes, select the jurisdictions of Canada in which the investment fund is a reporting issuer.

All

e) Public listing status of the investment fund

If the investment fund has a CUSIP number, provide below (first 6 digits only).

CUSIP number

If the investment fund is publicly listed, provide the names of all exchanges on which its securities are listed. Include only the names of exchanges for which the investment fund has applied for and received a listing, which excludes, for example, automated trading systems.

Exchange names

f) Net asset value (NAV) of the investment fund

Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $).

$0 to under $5M

$5M to under $25M

$25M to under $100M

$100M to under $500M

$500M to under $1B

$1B or over

Date of NAV calculation:

YYYY

Item 7 – Information About the Distribution

If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and

Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder’s fees, which should be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in

Schedule 1 of the report.

a) Currency

Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars.

Canadian dollar

US dollar

Euro

Other (describe)

b) Distribution date(

s) State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the distribution period covered by the report.

Start date

End date

YYYY

YYYY

c) Detailed purchaser information

Complete

Schedule 1 of this form for each purchaser and attach the

schedule to the completed report.

d) Types of securities distributed

Provide the following information for all distributions that take place in a jurisdiction of Canada on a per security basis. Refer to Part A of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.

Canadian $

Security code

CUSIP number

(if applicable)

Description of security

Number of securities

Single or lowest price

Highest price

Total amount

e) Details of rights and convertible/exchangeable securities

If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable securities were distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security.

Security code

Underlying security code

Exercise price

(Canadian $)

Expiry date

(YYYY-MM-DD)

Conversion ratio

Describe other terms (if applicable)

Lowest

Highest

f) Summary of the distribution by jurisdiction and exemption

State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only.

This table requires a separate line item for: (

i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where a purchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign jurisdiction.

For jurisdictions within Canada, state the province or territory, otherwise state the country.

Province or country

Exemption relied on

Number of purchasers

Total amount (Canadian $)

Total dollar amount of securities distributed

Total number of unique purchasers 2

2 In calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser.

g) Net proceeds to the investment fund by jurisdiction

If the issuer is an investment fund, provide the net proceeds to the investment fund for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides. 3 If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include net proceeds for that jurisdiction of Canada only. For jurisdictions within Canada, state the province or territory, otherwise state the country.

Province or country

Net proceeds

(Canadian $)

Total net proceeds to the investment fund

3 “Net proceeds” means the gross proceeds realized in the jurisdiction from the distributions for which the report is being filed, less the gross redemptions that occurred during the distribution period covered by the report.

h) Offering materials - This

section applies only in Saskatchewan, Ontario, Québec, New Brunswick and Nova Scotia.

If a distribution has occurred in Saskatchewan, Ontario, Québec, New Brunswick or Nova Scotia, complete the table below by listing the offering materials that are required under the prospectus exemption relied on to be filed with or delivered to the securities regulatory authority or regulator in those jurisdictions.

In Ontario, if the offering materials listed in the table are required to be filed with or delivered to the Ontario Securities Commission (OSC), attach an electronic version of the offering materials that have not been previously filed with or delivered to the OSC.

Description

Date of document or other material

(YYYY-MM-DD)

Previously filed with or delivered to regulator?

(Y/N)

Date previously filed or delivered

(YYYY-MM-DD)

Item 8 – Compensation Information

Provide information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation in connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated.

Indicate whether any compensation was paid, or will be paid, in connection with the distribution.

Yes

If yes, indicate number of persons compensated.

a) Name of person compensated and registration status

Indicate whether the person compensated is a registrant.

Yes

If the person compensated is an individual, provide the name of the individual.

Full legal name of individual

Family name

First given name

Secondary given names

If the person compensated is not an individual, provide the following information.

Full legal name of non-individual

Firm NRD number

(if applicable)

Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.

Yes

b) Business contact information

If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated.

Street address

Municipality

Province/State

Country

Postal code/Zip code

Email address

Telephone number

c) Relationship to issuer or investment fund manager

Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of “connected” in Part B (2) of the Instructions and the meaning of “control” in

section 1.4 of NI 45-106 for the purposes of completing this section.

Connected with the issuer or investment fund manager

Insider of the issuer (other than an investment fund)

Director or officer of the investment fund or investment fund manager

Employee of the issuer or investment fund manager

None of the above

d) Compensation details

Provide details of all compensation paid, or to be paid, to the person identified in Item 8 (

a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.

Cash commissions paid

Value of all securities distributed as compensation 4

Security codes

Security code 1

Security code 2

Security code 3

Describe terms of warrants, options or other rights

Other compensation 5

Describe

Total compensation paid

Check box if the person will or may receive any deferred compensation (describe the terms below)

4 Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities of the issuer.

5 Do not include deferred compensation.

Item 9 – Directors, Executive Officers and Promoters of the Issuer

If the issuer is an investment fund, do not complete Item 9. Proceed to Item 10.

Indicate whether the issuer is any of the following (select all that apply).

Reporting issuer in any jurisdiction of Canada

Foreign public issuer

Wholly owned subsidiary of a reporting issuer in any jurisdiction of Canada 6

Provide name of reporting issuer

Wholly owned subsidiary of a foreign public issuer 6

Provide name of foreign public issuer

Issuer distributing eligible foreign securities only to permitted clients 7

If the issuer is at least one of the above, do not complete Item 9 (a) – (c). Proceed to Item 10.

6 An issuer is a wholly owned subsidiary of a reporting issuer or a foreign public issuer if all of the issuer’s outstanding voting securities, other than securities that are required by law to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer, respectively.

7 Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non-permitted clients. Refer to the

definitions of “eligible foreign security” and “permitted client” in Part B (1) of the Instructions.

If the issuer is none of the above, check this box and complete Item 9 (a) – (c).

a) Directors, executive officers and promoters of the issuer

Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to issuer”, “D” – Director, “O” – Executive Officer, “P” – Promoter.

Organization or company name

Family name

First given name

Secondary given names

Business location of non-individual or residential jurisdiction of individual

Relationship to issuer

(select all that apply)

Province or country

b) Promoter information

If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to promoter”, “D” – Director, “O” – Executive Officer.

Organization or company name

Family name

First given name

Secondary given names

Residential jurisdiction of individual

Relationship to promoter

(select one or both if applicable)

Province or country

c) Residential address of each individual

Complete

Schedule 2 of this form providing the full residential address for each individual listed in Item 9 (

a) and (

b) and attach to the completed report.

Schedule 2 also requires information to be provided about control persons.

Item 10 – Certification

Provide the following certification and business contact information of an officer or director of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer’s trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund.

The certification may not be delegated to an agent or other individual preparing the report on behalf of the issuer or underwriter. If the individual completing and filing the report is different from the individual certifying the report, provide their name and contact details in Item 11.

The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form.

IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS REPORT

By completing the information below, I certify to the securities regulatory authority or regulator that:

• I have read and understand this report; and

• all of the information provided in this report is true.

Full legal name

Family name

First given name

Secondary given names

Title

Name of issuer/underwriter/

investment fund manager

Telephone number

Email address

Signature

Date

YYYY

Item 11 – Contact Person

Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10.

Same as individual certifying the report

Full legal name

Title

Family name

First given name

Secondary given names

Name of company

Telephone number

Email address

Notice – Collection and use of personal information

The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation.

If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(

s) where the report is filed, at the address(es) listed at the end of this form.

The attached Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

By signing this report, the issuer/underwriter confirms that each individual listed in

Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada:

a) has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in

Schedule 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority’s or regulator’s indirect collection of the information, and

b) has authorized the indirect collection of the information by the securities regulatory authority or regulator.

Schedule 1 to Form 45-106F1 (Confidential Purchaser information)

Schedule 1 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.

The information in this

schedule will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

a) General information (provide only once)

1. Name of issuer

2. Certification date (YYYY-MM-DD)

Provide the following information for each purchaser that participated in the distribution. For each purchaser, create separate entries for each distribution date, security type and exemption relied on for the distribution.

b) Legal name of purchaser

1. Family name

2. First given name

3. Secondary given names

4. Full legal name of non-individual (if applicable)

c) Contact information of purchaser

1. Residential street address

2. Municipality

3. Province/State

4. Postal code/Zip code

5. Country

6. Telephone number

7. Email address (if available)

d) Details of securities purchased

1. Date of distribution (YYYY-MM-DD)

2. Number of securities

3. Security code

4. Amount paid (Canadian $)

e) Details of exemption relied on

1. Rule,

section and subsection number

2. If relying on

section 2.3 [accredited investor] of NI 45-106, provide the paragraph number in the definition of “accredited investor” in

section 1.1 of NI 45-106 that applies to the purchaser. (select only one)

3. If relying on

section 2.5 [family, friends and business associates] of NI 45-106, provide:

a. the paragraph number in subsection 2.5 (1) that applies to the purchaser (select only one) ; and

b. if relying on paragraphs 2.5 (1) (

b) to (i), provide:

i. the name of the director, executive officer, control person, or founder of the issuer or affiliate of the issuer claiming a relationship to the purchaser. (Note: if Item 9 (

a) has been completed, the name of the director, executive officer or control person must be consistent with the name provided in Item 9 and

Schedule 2.)

ii. the position of the director, executive officer, control person, or founder of the issuer or affiliate of the issuer claiming a relationship to the purchaser.

4. If relying on subsection 2.9 (2) or, in Alberta, New Brunswick, Nova Scotia, Ontario, Québec, or Saskatchewan, subsection 2.9 (2.1) [offering memorandum] of NI 45-106 and the purchaser is an eligible investor, provide the paragraph number in the definition of “eligible investor” in

section 1.1 of NI 45-106 that applies to the purchaser. (select only one)

f) Other information

1. Is the purchaser a registrant? (Y/N)

2. Is the purchaser an insider of the issuer? (Y/N) (not applicable if the issuer is an investment fund)

3. Full legal name of person compensated for distribution to purchaser. If the person compensated is a registered firm, provide the firm NRD number only. (Note: the name must be consistent with name of the person compensated as provided in Item 8.)

INSTRUCTIONS FOR

SCHEDULE 1

Any securities issued as payment for commissions or finder’s fees must be disclosed in Item 8 of the report, not in

Schedule 1.

Details of exemption relied on – When identifying the exemption the issuer relied on for the distribution to each purchaser, refer to the rule, statute or instrument in which the exemption is provided and identify the specific

section and, if applicable, subsection or paragraph. For example, if the issuer is relying on an exemption in a National Instrument, refer to the number of the National Instrument, and the subsection or paragraph number of the specific provision. If the issuer is relying on an exemption in a local blanket order, refer to the blanket order by number.

For exemptions that require the purchaser to meet certain characteristics, such as the exemption in

section 2.3 [accredited investor] ,

section 2.5 [family, friends and business associates] or subsection 2.9 (2) or, in Alberta, New Brunswick, Nova Scotia, Ontario, Québec, or Saskatchewan, subsection 2.9 (2.1) [offering memorandum] of NI 45-106, provide the specific paragraph in the definition of those terms that applies to each purchaser.

Reports filed under paragraph 6.1 (1) (j) [TSX Venture Exchange offering] of NI 45-106 – For reports filed under paragraph 6.1 (1) (j) [TSX Venture Exchange offering] of NI 45-106,

Schedule 1 needs to list the total number of purchasers by jurisdiction only, and is not required to include the name, residential address, telephone number or email address of the purchasers.

Schedule 2 to Form 45-106F1 (Confidential Director, Executive Officer, Promoter and Control Person Information)

Schedule 2 must be filed in the format of an Excel spreadsheet in a form acceptable to the securities regulatory authority or regulator.

Complete the following only if Item 9 (

a) is required to be completed. This

schedule also requires information to be provided about control persons of the issuer at the time of the distribution.

The information in this

schedule will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

a) General information (provide only once)

1. Name of issuer

2. Certification date (YYYY-MM-DD)

b) Business contact information of Chief Executive Officer (if not provided in Item 10 or 11 of report)

1. Email address

2. Telephone number

c) Residential address of directors, executive officers, promoters and control persons of the issuer

Provide the following information for each individual who is a director, executive officer, promoter or control person of the issuer at the time of the distribution. If the promoter or control person is not an individual, provide the following information for each director and executive officer of the promoter and control person. (Note: names of directors, executive officers and promoters must be consistent with the information in Item 9 of the report, if required to be provided.)

1. Family name

2. First given name

3. Secondary given names

4. Residential street address

5. Municipality

6. Province/State

7. Postal code/Zip code

8. Country

9. Indicate whether the individual is a control person, or a director and/or executive officer of a control person (if applicable)

d) Non-individual control persons (if applicable)

If the control person is not an individual, provide the following information. For locations within Canada, state the province or territory, otherwise state the country.

1. Organization or company name

2. Province or country of business location

Questions:

Refer any questions to:

Alberta Securities Commission

Suite 600, 250 – 5th Street SW

Calgary, Alberta T2P 0R4

Telephone: (403) 297-6454

Toll free in Canada: 1-877-355-0585

Facsimile: (403) 297-2082

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, British Columbia V7Y 1L2

Inquiries: (604) 899-6854

Toll free in Canada: 1-800-373-6393

Facsimile: (604) 899-6581

Email: inquiries@bcsc.bc.ca

The Manitoba Securities Commission

500 – 400 St. Mary Avenue

Winnipeg, Manitoba R3C 4K5

Telephone: (204) 945-2548

Toll free in Manitoba 1-800-655-5244

Facsimile: (204) 945-0330

Financial and Consumer Services Commission

(New Brunswick)

85 Charlotte Street, Suite 300

Saint John, New Brunswick E2L 2J2

Telephone: (506) 658-3060

Toll free in Canada: 1-866-933-2222

Facsimile: (506) 658-3059

Email: info@fcnb.ca

Government of Newfoundland and Labrador

Financial Services Regulation Division

P.O. Box 8700

Confederation Building

2nd Floor, West Block

Prince Philip Drive

St. John’s, Newfoundland and Labrador A1B 4J6

Attention: Director of Securities

Telephone: (709) 729-4189

Facsimile: (709) 729-6187

Government of the Northwest Territories

Office of the Superintendent of Securities

P.O. Box 1320

Yellowknife, Northwest Territories X1A 2L9

Attention: Deputy Superintendent, Legal & Enforcement

Telephone: (867) 920-8984

Facsimile: (867) 873-0243

Nova Scotia Securities Commission

Suite 400, 5251 Duke Street

Duke Tower

P.O. Box 458

Halifax, Nova Scotia B3J 2P8

Telephone: (902) 424-7768

Facsimile: (902) 424-4625

Government of Nunavut

Department of Justice

Legal Registries Division

P.O. Box 1000, Station 570

1st Floor, Brown Building

Iqaluit, Nunavut X0A 0H0

Telephone: (867) 975-6590

Facsimile: (867) 975-6594

Ontario Securities Commission

20 Queen Street West, 22nd Floor

Toronto, Ontario M5H 3S8

Telephone: (416) 593-8314

Toll free in Canada: 1-877-785-1555

Facsimile: (416) 593-8122

Email: exemptmarketfilings@osc.gov.on.ca

Public official contact regarding indirect

collection of information: Inquiries Officer

Prince Edward Island Securities Office

95 Rochford Street, 4th Floor Shaw Building

P.O. Box 2000

Charlottetown, Prince Edward Island C1A 7N8

Telephone: (902) 368-4569

Facsimile: (902) 368-5283

Autorité des marchés financiers

800, Square Victoria, 22e étage

C.P. 246, Tour de la Bourse

Montréal, Québec H4Z 1G3

Telephone: (514) 395-0337 or 1-877-525-0337

Facsimile: (514) 873-6155 (For filing purposes only)

Facsimile: (514) 864-6381 (For privacy requests only)

Email: financementdessocietes@lautorite.qc.ca

(For corporate finance issuers);

fonds_dinvestissement@lautorite.qc.ca

(For investment fund issuers)

Financial and Consumer Affairs Authority of Saskatchewan

Suite 601 – 1919 Saskatchewan Drive

Regina, Saskatchewan S4P 4H2

Telephone: (306) 787-5879

Facsimile: (306) 787-5899

Government of Yukon

Department of Community Services

Law Centre, 3rd Floor

2130 Second Avenue

Whitehorse, Yukon Y1A 5H6

Telephone: (867) 667-5314

Facsimile: (867) 393-6251

9 Form 45-106F6 British Columbia Report of Exempt Distribution is repealed.

Copyright © 2016: Queen's Printer, Victoria, British Columbia, Canada