Securities Commission (Adoption of National Instruments) Regulations - continued, S-42.2 Reg 3C

1155 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XXXVI [clause 2(jj)] NATIONAL INSTRUMENT 51‑102 CONTINUOUS DISCLOSURE OBLIGATIONS PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions and Interpretation (1) In this Instrument: “acquisition date” has the same meaning as in the issuer’s GAAP; “AIF” means a completed Form 51‑102F2 Annual Information Form or, in the case of an SEC issuer, a completed Form 51‑102F2 or an annual report or transition report under the 1934 Act on Form 10‑K or Form 20‑F; “asset‑backed security” means a security that is primarily serviced by the cash flows of a discrete pool of mortgages, receivables or other financial assets, fixed or revolving, that by their terms convert into cash within a finite period and any rights or other assets designed to assure the servicing or the timely distribution of proceeds to securityholders; “board of directors” means, for a person or company that does not have a board of directors, an individual or group that acts in a capacity similar to a board of directors; “business acquisition report” means a completed Form 51‑102F4 Business Acquisition Report; “class” includes a series of a class; “common share” means an equity security to which are attached voting rights exercisable in all circumstances, irrespective of the number or percentage of securities owned, that are not less, per security, than the voting rights attached to any other outstanding securities of the reporting issuer; “corporate law” has the same meaning as in section 1.1 of NI 54‑101; “CSE senior tier” has the same meaning as ‘senior tier’ as defined in section 1.3 of the listing rules of the Canadian Securities Exchange, as amended from time to time; “date of transition to IFRS” means the date of transition to IFRSs as that term is defined in Canadian GAAP applicable to publicly accountable enterprises; “electronic format” Repealed. 30 Jne 2023 SR 47/2023 s14. “equity investee” means a business that the issuer has invested in and accounted for using the equity method; statement of financial position 1156 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “exchange‑traded security” means a security that is listed on a recognized exchange or is quoted on a recognized quotation and trade reporting system or is listed on an exchange or quoted on a quotation and trade reporting system that is recognized for the purposes of National Instrument 21‑101 Marketplace Operation and National Instrument 23‑101 Trading Rules; “executive officer” means, for a reporting issuer, an individual who is: (a) a chair, vice‑chair or president; (a.1) a chief executive officer or chief financial officer; (b) a vice‑president in charge of a principal business unit, division or function including sales, finance or production; or (c) performing a policy‑making function in respect of the issuer; “financial outlook” means forward‑looking information about prospective financial performance, financial position or cash flows that is based on assumptions about future economic conditions and courses of action and that is not presented in the format of a historical statement of financial position, statement of comprehensive income or statement of cash flows; “financial statements” includes interim financial reports; “first IFRS financial statements” has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises; “FOFI”, or “future‑oriented financial information”, means forward‑looking information about prospective financial performance, financial position or cash flows, based on assumptions about future economic conditions and courses of action, and presented in the format of a historical statement of financial position, statement of comprehensive income or statement of cash flows; “form of proxy” means a document containing the information required under section 9.4 that, on completion and execution by or on behalf of a securityholder, becomes a proxy; “forward‑looking information” means disclosure regarding possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action and includes future‑oriented financial information with respect to prospective financial performance, financial position or cash flows that is presented as a forecast or a projection; “information circular” means a completed Form 51‑102F5 Information Circular; “informed person” means: (a) a director or executive officer of a reporting issuer; (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of a reporting issuer; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of a reporting issuer or a combination of both carrying more than 10 percent of the voting rights 1157 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 attached to all outstanding voting securities of the reporting issuer other than voting securities held by the person or company as underwriter in the course of a distribution; and (d) a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities; “inter‑dealer bond broker” means a person or company that is approved by the Investment Industry Regulatory Organization of Canada under its Rule 36 Inter‑Dealer Bond Brokerage Systems, as amended, and is subject to its Rule 36 and its Rule 2100 Inter‑Dealer Bond Brokerage Systems, as amended; “interim period” means: (a) in the case of a year other than a non‑standard year or a transition year, a period commencing on the first day of the financial year and ending nine, six or three months before the end of the financial year; (a.1) in the case of a non‑standard year, a period commencing on the first day of the financial year and ending within 22 days of the date that is nine, six or three months before the end of the financial year; or (b) in the case of a transition year, a period commencing on the first day of the transition year and ending: (i) three, six, nine or twelve months, if applicable, after the end of the old financial year; or (ii) twelve, nine, six or three months, if applicable, before the end of the transition year; “issuer’s GAAP” has the same meaning as in National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards; “MD&A” means a completed Form 51‑102F1 Management’s Discussion & Analysis or, in the case of an SEC issuer, a completed Form 51‑102F1 or management’s discussion and analysis prepared in accordance with Item 303 of Regulation S‑K under the 1934 Act; “marketplace” means: (a) an exchange; (b) a quotation and trade reporting system; (c) a person or company not included in paragraph (a) or (b) that: (i) constitutes, maintains or provides a market or facility for bringing together buyers and sellers of securities; (ii) brings together the orders for securities of multiple buyers and sellers; and 1158 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (iii) uses established, non‑discretionary methods under which the orders interact with each other, and the buyers and sellers entering the orders agree to the terms of a trade; or (d) a dealer that executes a trade of an exchange‑traded security outside of a marketplace; but does not include an inter‑dealer bond broker; “material change” means: (a) a change in the business, operations or capital of the reporting issuer that would reasonably be expected to have a significant effect on the market price or value of any of the securities of the reporting issuer; or (b) a decision to implement a change referred to in paragraph (a) made by the board of directors or other persons acting in a similar capacity or by senior management of the reporting issuer who believe that confirmation of the decision by the board of directors or any other persons acting in a similar capacity is probable; “material contract” means any contract that an issuer or any of its subsidiaries is a party to, that is material to the issuer; “mineral project” has the same meaning as in National Instrument 43‑101 Standards for Disclosure for Mineral Projects; “new financial year” means the financial year of a reporting issuer that immediately follows a transition year; “NI 54‑101” means National Instrument 54‑101 Communication with Beneficial Owners of Securities of a Reporting Issuer; “non‑standard year” means a financial year, other than a transition year, that does not have 365 days, or 366 days if it includes February 29; “non‑voting security” means a restricted security that does not carry the right to vote generally, except for a right to vote that is mandated, in special circumstances, by law; “notice‑and‑access” has the same meaning as in section 1.1 of NI 54‑101; “old financial year” means the financial year of a reporting issuer that immediately precedes a transition year; “operating income” means gross revenue minus royalty expenses and production costs; “preference share” means a security to which is attached a preference or right over the securities of any class of equity securities of the reporting issuer, but does not include an equity security; “principal obligor” means, for an asset‑backed security, a person or company that is obligated to make payments, has guaranteed payments, or has provided alternative credit support for payments, on financial assets that represent one‑third or more of the aggregate amount owing on all of the financial assets servicing the asset‑backed security; 1159 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “private enterprise” has the same meaning as in Part 3 of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards; “profit or loss attributable to owners of the parent” has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises; “profit or loss from continuing operations attributable to owners of the parent” has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises; “proxy” means a completed and executed form of proxy by which a securityholder has appointed a person or company as the securityholder’s nominee to attend and act for the securityholder and on the securityholder’s behalf at a meeting of securityholders; “proxy‑related materials” means securityholder material relating to a meeting of securityholders that a person or company that solicits proxies is required under corporate law or securities legislation to send to the registered holders or beneficial owners of the securities; “publicly accountable enterprise” has the same meaning as in Part 3 of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards; “recognized exchange” means: (a) in Ontario, an exchange recognized by the securities regulatory authority to carry on business as a stock exchange; (a.1) in Québec, a person or company authorized by the securities regulatory authority to carry on business as an exchange; and (b) in every other jurisdiction, an exchange recognized by the securities regulatory authority as an exchange, self‑regulatory organization or self‑regulatory body; “recognized quotation and trade reporting system” means: (a) in every jurisdiction other than British Columbia, a quotation and trade reporting system recognized by the securities regulatory authority under securities legislation to carry on business as a quotation and trade reporting system; and (b) in British Columbia, a quotation and trade reporting system recognized by the securities regulatory authority under securities legislation as a quotation and trade reporting system or as an exchange; “restricted security” means an equity security of a reporting issuer if any of the following apply: (a) there is another class of securities of the reporting issuer that, to a reasonable person, appears to carry a greater number of votes per security relative to the equity security; (b) the conditions attached to the class of equity securities, the conditions attached to another class of securities of the reporting issuer, or the reporting issuer’s constating documents have provisions that nullify or, to a reasonable person, appear to significantly restrict the voting rights of the equity securities; or 1160 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) the reporting issuer has issued another class of equity securities that, to a reasonable person, appears to entitle the owners of securities of that other class to participate in the earnings or assets of the reporting issuer to a greater extent, on a per security basis, than the owners of the first class of equity securities; “restricted security term” means each of the terms “non‑voting security”, “subordinate voting security” and “restricted voting security”; “restricted voting security” means a restricted security that carries a right to vote subject to a restriction on the number or percentage of securities that may be voted by one or more persons or companies, unless the restriction is: (a) permitted or prescribed by statute; and (b) is applicable only to persons or companies that are not citizens or residents of Canada or that are otherwise considered as a result of any law applicable to the reporting issuer to be non‑Canadians; “restructuring transaction” means: (a) a reverse takeover; (b) an amalgamation, merger, arrangement or reorganization; (c) a transaction or series of transactions involving a reporting issuer acquiring assets and issuing securities that results in: (i) new securityholders owning or controlling more than 50% of the reporting issuer’s outstanding voting securities; and (ii) a new person or company, a new combination of persons or companies acting together, the vendors of the assets, or new management: (A) being able to materially affect the control of the reporting issuer; or (B) holding more than 20% of the outstanding voting securities of the reporting issuer, unless there is evidence showing that the holding of those securities does not materially affect the control of the reporting issuer; and (d) any other transaction similar to the transactions listed in paragraphs (a) to (c); but does not include a subdivision, consolidation, or other transaction that does not alter a securityholder’s proportionate interest in the issuer and the issuer’s proportionate interest in its assets; “retrospective” has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises; “retrospectively” has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises; 1161 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “reverse takeover” means: (a) a reverse acquisition, which has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises; or (b) a transaction where an issuer acquires a person or company by which the securityholders of the acquired person or company, at the time of the transaction, obtain control of the issuer, where, for purposes of this paragraph, “control” has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises; “reverse takeover acquiree” means the legal parent in a reverse takeover; “reverse takeover acquirer” means the legal subsidiary in a reverse takeover; “SEC issuer” means an issuer that: (a) has a class of securities registered under section 12 of the 1934 Act or is required to file reports under section 15(d) of the 1934 Act; and (b) is not registered or required to be registered as an investment company under the Investment Company Act of 1940 of the United States of America, as amended; “solicit”, in connection with a proxy, includes: (a) requesting a proxy whether or not the request is accompanied by or included in a form of proxy; (b) requesting a securityholder to execute or not to execute a form of proxy or to revoke a proxy; (c) sending a form of proxy or other communication to a securityholder under circumstances that to a reasonable person will likely result in the giving, withholding or revocation of a proxy; or (d) sending a form of proxy to a securityholder by management of a reporting issuer; but does not include: (e) sending a form of proxy to a securityholder in response to a unsolicited request made by or on behalf of the securityholder; (f) performing ministerial acts or professional services on behalf of a person or company soliciting a proxy; (g) sending, by an intermediary as defined in NI 54‑101, of the documents referred to in NI 54‑101; (h) soliciting by a person or company in respect of securities of which the person or company is the beneficial owner; 1162 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (i) publicly announcing, by a securityholder, how the securityholder intends to vote and the reasons for that decision, if that public announcement is made by: (i) a speech in a public forum; or (ii) a press release, an opinion, a statement or an advertisement provided through a broadcast medium or by a telephonic, electronic or other communication facility, or appearing in a newspaper, a magazine or other publication generally available to the public; (j) communicating for the purposes of obtaining the number of securities required for a securityholder proposal under the laws under which the reporting issuer is incorporated, organized or continued or under the reporting issuer’s constating or establishing documents; or (k) communicating, other than a solicitation by or on behalf of the management of the reporting issuer, to securityholders in the following circumstances: (i) by one or more securityholders concerning the business and affairs of the reporting issuer, including its management or proposals contained in a management information circular, and no form of proxy is sent to those securityholders by the securityholder or securityholders making the communication or by a person or company acting on their behalf, unless the communication is made by: (A) a securityholder who is an officer or director of the reporting issuer if the communication is financed directly or indirectly by the reporting issuer; (B) a securityholder who is a nominee or who proposes a nominee for election as a director, if the communication relates to the election of directors; (C) a securityholder whose communication is in opposition to an amalgamation, arrangement, consolidation or other transaction recommended or approved by the board of directors of the reporting issuer and who is proposing or intends to propose an alternative transaction to which the securityholder or an affiliate or associate of the securityholder is a party; (D) a securityholder who, because of a material interest in the subject‑matter to be voted on at a securityholder’s meeting, is likely to receive a benefit from its approval or non‑approval, which benefit would not be shared pro rata by all other holders of the same class of securities, unless the benefit arises from the securityholder’s employment with the reporting issuer; or (E) any person or company acting on behalf of a securityholder described in any of clauses (A) to (D); 1163 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (ii) by one or more securityholders and concerns the organization of a dissident’s proxy solicitation, and no form of proxy is sent to those securityholders by the securityholder or securityholders making the communication or by a person or company acting on their behalf; (iii) as clients, by a person or company who gives financial, corporate governance or proxy voting advice in the ordinary course of business and concerns proxy voting advice if: (A) the person or company discloses to the securityholder any significant relationship with the reporting issuer and any of its affiliates or with a securityholder who has submitted a matter to the reporting issuer that the securityholder intends to raise at the meeting of securityholders and any material interests the person or company has in relation to a matter on which advice is given; (B) the person or company receives any special commission or remuneration for giving the proxy voting advice only from the securityholder or securityholders receiving the advice; and (C) the proxy voting advice is not given on behalf of any person or company soliciting proxies or on behalf of a nominee for election as a director; or (iv) by a person or company who does not seek directly or indirectly the power to act as a proxyholder for a securityholder; “special meeting” has the same meaning as in section 1.1 of NI 54‑101; “special resolution” has the same meaning as in section 1.1 of NI 54‑101; “stratification” has the same meaning as in section 1.1 of NI 54‑101; “subordinate voting security” means a restricted security that carries a right to vote, if there are securities of another class outstanding that carry a greater right to vote on a per security basis; “transition year” means the financial year of a reporting issuer or business in which the issuer or business changes its financial year‑end; “U.S. AICPA GAAS” has the same meaning as in National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards; “U.S. GAAP” has the same meaning as in National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards; “U.S. laws” means the 1933 Act, the 1934 Act, all enactments made under those Acts and all SEC releases adopting the enactments, as amended; “U.S. marketplace” means an exchange registered as a “national securities exchange” under section 6 of the 1934 Act, or the Nasdaq Stock Market; “U.S. PCAOB GAAS” has the same meaning as in National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards; and 1164 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “venture issuer” means a reporting issuer that, as at the applicable time, was not a CSE senior tier issuer and did not have any of its securities listed or quoted on any of the Toronto Stock Exchange, Cboe Canada Inc., a U.S. marketplace, or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the AQSE Growth Market operated by Aquis Stock Exchange Limited; where the “applicable time” in respect of: (a) Parts 4 and 5 of this Instrument and Form 51‑102F1, is the end of the applicable financial period; (b) Parts 6 and 9 of this Instrument and Form 51‑102F6, is the end of the most recently completed financial year; (c) Part 8 of this Instrument and Form 51‑102F4, is the acquisition date; and (d) section 11.3 of this Instrument, is the date of the meeting of the securityholders. (2) Affiliate ‑ In this Instrument, an issuer is an affiliate of another issuer if: (a) one of them is the subsidiary of the other; or (b) each of them is controlled by the same person. (3) Control ‑ For the purposes of subsection (2), a person (first person) is considered to control another person (second person) if: (a) the first person beneficially owns, or controls or directs, directly or indirectly, securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation; (b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership; or (c) the second person is a limited partnership and the general partner of the limited partnership is the first person. PART 2 APPLICATION 2.1 Application This Instrument does not apply to an investment fund. PART 3 LANGUAGE OF DOCUMENTS 3.1 French or English (1) A person or company must file a document required to be filed under this Instrument in French or in English. (2) Despite subsection (1), if a person or company files a document only in French or only in English but delivers to securityholders a version of the document in the other language, the person or company must file that other version not later than when it is first delivered to securityholders. (3) In Québec, a reporting issuer must comply with linguistic obligations and rights prescribed by Québec law. 1165 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 3.2 Filings Translated into French or English If a person or company files a document under this Instrument that is a translation of a document prepared in a language other than French or English, the person or company must: (a) attach a certificate as to the accuracy of the translation to the filed document; and (b) make a copy of the document in the original language available to a registered holder or beneficial owner of its securities, on request. PART 4 FINANCIAL STATEMENTS 4.1 Comparative Annual Financial Statements and Audit (1) Subject to subsection 4.8(6), a reporting issuer must file annual financial statements that include: (a) a statement of comprehensive income, a statement of changes in equity, and a statement of cash flows for: (i) the most recently completed financial year; and (ii) the financial year immediately preceding the most recently completed financial year, if any; (b) a statement of financial position as at the end of each of the periods referred to in paragraph (a); (c) in the following circumstances, a statement of financial position as at the beginning of the financial year immediately preceding the most recently completed financial year: (i) the reporting issuer discloses in its annual financial statements an unreserved statement of compliance with IFRS; and (ii) the reporting issuer: (A) applies an accounting policy retrospectively in its annual financial statements; (B) makes a retrospective restatement of items in its annual financial statements; or (C) reclassifies items in its annual financial statements; (d) in the case of the reporting issuer’s first IFRS financial statements, the opening IFRS statement of financial position at the date of transition to IFRS; and (e) notes to the annual financial statements. (2) Annual financial statements filed under subsection (1) must be audited. (3) If a reporting issuer presents the components of profit or loss in a separate income statement, the separate income statement must be displayed immediately before the statement of comprehensive income filed under subsection (1). 1166 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 4.2 Filing Deadline for Annual Financial Statements The audited annual financial statements required to be filed under section 4.1 must be filed: (a) in the case of a reporting issuer other than a venture issuer, on or before the earlier of: (i) the 90th day after the end of its most recently completed financial year; and (ii) the date of filing, in a foreign jurisdiction, annual financial statements for its most recently completed financial year; or (b) in the case of a venture issuer, on or before the earlier of: (i) the 120th day after the end of its most recently completed financial year; and (ii) the date of filing, in a foreign jurisdiction, annual financial statements for its most recently completed financial year. 4.3 Interim Financial Report (1) Subject to sections 4.7 and 4.10, a reporting issuer must file an interim financial report for each interim period ended after it became a reporting issuer. (2) Subject to subsections 4.7(4), 4.8(7), 4.8(8) and 4.10(3), the interim financial report required to be filed under subsection (1) must include: (a) a statement of financial position as at the end of the interim period and a statement of financial position as at the end of the immediately preceding financial year, if any; (b) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows, all for the year‑to‑date interim period, and comparative financial information for the corresponding interim period in the immediately preceding financial year, if any; (c) for interim periods other than the first interim period in a reporting issuer’s financial year, a statement of comprehensive income for the three month period ending on the last day of the interim period and comparative financial information for the corresponding period in the immediately preceding financial year, if any; (d) in the following circumstances, a statement of financial position as at the beginning of the immediately preceding financial year: (i) the reporting issuer discloses in its interim financial report an unreserved statement of compliance with International Accounting Standard 34 Interim Financial Reporting; and (ii) the reporting issuer: (A) applies an accounting policy retrospectively in its interim financial report; 1167 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (B) makes a retrospective restatement of items in its interim financial report; or (C) reclassifies items in its interim financial report; (e) in the case of the reporting issuer’s first interim financial report required to be filed in the year of adopting IFRS, the opening IFRS statement of financial position at the date of transition to IFRS; and (f) notes to the interim financial report. (2.1) If a reporting issuer presents the components of profit or loss in a separate income statement, the separate income statement must be displayed immediately before the statement of comprehensive income filed under subsection (2). (3) Disclosure of Auditor Review of an Interim Financial Report (a) If an auditor has not performed a review of an interim financial report required to be filed under subsection (1), the interim financial report must be accompanied by a notice indicating that the interim financial report has not been reviewed by an auditor. (b) If a reporting issuer engaged an auditor to perform a review of an interim financial report required to be filed under subsection (1) and the auditor was unable to complete the review, the interim financial report must be accompanied by a notice indicating that the auditor was unable to complete a review of the interim financial report and the reasons why the auditor was unable to complete the review. (c) If an auditor has performed a review of the interim financial report required to be filed under subsection (1) and the auditor has expressed a reservation of opinion in the auditor’s interim review report, the interim financial report must be accompanied by a written review report from the auditor. (4) SEC Issuer ‑ Restatement of an Interim Financial Report If an SEC issuer that is a reporting issuer: (a) has filed an interim financial report prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises for one or more interim periods since its most recently completed financial year for which annual financial statements have been filed; and (b) prepares its annual financial statements or an interim financial report for the period immediately following the periods referred to in paragraph (a) in accordance with U.S. GAAP; the SEC issuer must: (c) restate the interim financial report for the periods referred to in paragraph (a) in accordance with U.S. GAAP; and (d) file the restated interim financial report referred to in paragraph (c) by the filing deadline for the financial statements referred to in paragraph (b). 1168 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 4.4 Filing Deadline for an Interim Financial Report An interim financial report required to be filed under subsection 4.3(1) must be filed: (a) in the case of a reporting issuer other than a venture issuer, on or before the earlier of: (i) the 45th day after the end of the interim period; and (ii) the date of filing, in a foreign jurisdiction, an interim financial report for a period ending on the last day of the interim period; or (b) in the case of a venture issuer, on or before the earlier of: (i) the 60th day after the end of the interim period; and (ii) the date of filing, in a foreign jurisdiction, an interim financial report for a period ending on the last day of the interim period. 4.5 Approval of Financial Statements (1) The annual financial statements a reporting issuer is required to file under section 4.1 must be approved by the board of directors before the statements are filed. (2) The interim financial report a reporting issuer is required to file under section 4.3 must be approved by the board of directors before the report is filed. (3) In fulfilling the requirement in subsection (2), the board of directors may delegate the approval of the interim financial report to the audit committee of the board of directors. 4.6 Delivery of Financial Statements (1) Subject to subsection (2), a reporting issuer must send annually a request form to the registered holders and beneficial owners of its securities, other than debt instruments, that the registered holders and beneficial owners may use to request any of the following: (a) a paper copy of the reporting issuer’s annual financial statements and MD&A for the annual financial statements; (b) a copy of the reporting issuer’s interim financial reports and MD&A for the interim financial reports. (2) For the purposes of subsection (1), the reporting issuer must, applying the procedures set out in NI 54‑101, send the request form to the beneficial owners of its securities who are identified under that Instrument as having chosen to receive all securityholder materials sent to beneficial owners of securities. (3) If a registered holder or beneficial owner of securities, other than debt instruments, of a reporting issuer requests the issuer’s annual financial statements or interim financial reports, the reporting issuer must send a copy of the requested financial statements to the person or company that made the request, without charge, by the later of: (a) in the case of a reporting issuer other than a venture issuer, 10 calendar days after the filing deadline in subparagraph 4.2(a)(i) or 4.4(a)(i), section 4.7, or subsection 4.10(2), as applicable, for the financial statements requested; 1169 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) in the case of a venture issuer, 10 calendar days after the filing deadline in paragraph 4.2(b)(i) or 4.4(b)(i), section 4.7, or subsection 4.10(2), as applicable, for the financial statements requested; and (c) 10 calendar days after the issuer receives the request. (4) A reporting issuer is not required to send copies of annual financial statements or interim financial reports under subsection (3) that were filed more than one year before the issuer receives the request. (5) Subsection (1) and the requirement to send annual financial statements under subsection (3) do not apply to a reporting issuer that sends its annual financial statements to its securityholders, other than holders of debt instruments, within 140 days of the issuer’s financial year‑end and in accordance with NI 54‑101. (6) If a reporting issuer sends financial statements under this section, the reporting issuer must also send, at the same time, the annual or interim MD&A relating to the financial statements. 4.7 Filing of Financial Statements After Becoming a Reporting Issuer (1) Despite any provisions of this Part other than subsections (2), (3) and (4) of this section, the first annual financial statements and interim financial reports that a reporting issuer must file under sections 4.1 and 4.3 are the financial statements for the financial year and interim periods immediately following the periods for which financial statements of the issuer were included in a document filed: (a) that resulted in the issuer becoming a reporting issuer; or (b) in respect of a transaction that resulted in the issuer becoming a reporting issuer. (2) If, under subsection (1), a reporting issuer is required to file annual financial statements for a financial year that ended before the issuer became a reporting issuer, those annual financial statements must be filed on or before the later of: (a) the 20th day after the issuer became a reporting issuer; and (b) the filing deadline in section 4.2. (3) If, under subsection (1), a reporting issuer is required to file an interim financial report for an interim period that ended before the issuer became a reporting issuer, that interim financial report must be filed on or before the later of: (a) the 10th day after the issuer became a reporting issuer; and (b) the filing deadline in section 4.4. (4) A reporting issuer is not required to provide comparative interim financial information for periods that ended before the issuer became a reporting issuer if: (a) to a reasonable person it is impracticable to present prior‑period information on a basis consistent with subsection 4.3(2); (b) the prior‑period information that is available is presented; and (c) the notes to the interim financial report disclose the fact that the prior‑period information has not been prepared on a basis consistent with the most recent interim financial information. 1170 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 4.8 Change in Year‑End (1) Exemption from Change in Year‑End Requirements ‑ An SEC issuer satisfies this section if: (a) it complies with the requirements of U.S. laws relating to a change of fiscal year; and (b) it files a copy of all materials required by U.S. laws relating to a change of fiscal year at the same time as, or as soon as practicable after, they are filed with or furnished to the SEC and, in the case of financial statements, no later than the filing deadlines prescribed under sections 4.2 and 4.4. (2) Notice of Change ‑ If a reporting issuer decides to change its financial year‑end by more than 14 days, it must file a notice containing the information set out in subsection (3) as soon as practicable, and, in any event, not later than the earlier of: (a) the filing deadline, based on the reporting issuer’s old financial year‑end, for the next financial statements required to be filed, either annual or interim, whichever comes first; and (b) the filing deadline, based on the reporting issuer’s new financial year‑end, for the next financial statements required to be filed, either annual or interim, whichever comes first. (3) The notice referred to in subsection (2) must state: (a) that the reporting issuer has decided to change its year‑end; (b) the reason for the change; (c) the reporting issuer’s old financial year‑end; (d) the reporting issuer’s new financial year‑end; (e) the length and ending date of the periods, including the comparative periods, of each interim financial report and the annual financial statements to be filed for the reporting issuer’s transition year and its new financial year; and (f) the filing deadlines, prescribed under sections 4.2 and 4.4, for the annual financial statements and interim financial reports for the reporting issuer’s transition year. (4) Maximum Length of Transition Year ‑ For the purposes of this section: (a) a transition year must not exceed 15 months; and (b) the first interim period after an old financial year must not exceed four months. (5) Interim Period Ends Within One Month of Year‑End ‑ Despite subsection 4.3(1), a reporting issuer is not required to file an interim financial report for any period in its transition year that ends not more than one month: (a) after the last day of its old financial year; or (b) before the first day of its new financial year. 1171 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (6) Comparative Financial Information in Annual Financial Statements for New Financial Year ‑ If a transition year is less than nine months in length, the reporting issuer must include as comparative financial information to its annual financial statements for its new financial year: (a) a statement of financial position, a statement of comprehensive income, a statement of changes in equity, a statement of cash flows, and notes to the financial statements for its transition year; (b) a statement of financial position, a statement of comprehensive income, a statement of changes in equity, a statement of cash flows and notes to the financial statements for its old financial year; (c) in the following circumstances, a statement of financial position as at the beginning of the old financial year: (i) the reporting issuer discloses in its annual financial statements an unreserved statement of compliance with IFRS; and (ii) the reporting issuer: (A) applies an accounting policy retrospectively in its annual financial statements; (B) makes a retrospective restatement of items in its annual financial statements; or (C) reclassifies items in its annual financial statements; and (d) in the case of the reporting issuer’s first IFRS financial statements, the opening IFRS statement of financial position at the date of transition to IFRS. (7) Comparative Financial Information in each Interim Financial Report if Interim Periods Not Changed in Transition Year ‑ If interim periods for the reporting issuer’s transition year end three, six, nine or twelve months after the end of its old financial year, the reporting issuer must include: (a) as comparative financial information in each interim financial report during its transition year, the comparative financial information required by subsection 4.3(2), except if an interim period during the transition year is 12 months in length and the reporting issuer’s transition year is longer than 13 months, the comparative financial information must be the statement of financial position, statement of comprehensive income, statement of changes in equity and statement of cash flows for the 12 month period that constitutes its old financial year; (b) as comparative financial information in each interim financial report during its new financial year: (i) a statement of financial position as at the end of its transition year; and 1172 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ii) the statement of comprehensive income, statement of changes in equity and statement of cash flows for the periods in its transition year or old financial year, for the same calendar months as, or as close as possible to, the calendar months in the interim period in the new financial year; (c) in the following circumstances, a statement of financial position as at the beginning of the earliest comparative period: (i) the reporting issuer that discloses in its interim financial report an unreserved statement of compliance with International Accounting Standard 34 Interim Financial Reporting; and (ii) the reporting issuer: (A) applies an accounting policy retrospectively in its interim financial report; (B) makes a retrospective restatement of items in its interim financial report; or (C) reclassifies items in its interim financial report; and (d) in the case of the reporting issuer’s first interim financial report required to be filed in the year of adopting IFRS, the opening IFRS statement of financial position at the date of transition to IFRS. (8) Comparative Financial Information in Interim Financial Reports if Interim Periods Changed in Transition Year ‑ If interim periods for a reporting issuer’s transition year end twelve, nine, six or three months before the end of the transition year, the reporting issuer must include: (a) as comparative financial information in each interim financial report during its transition year: (i) a statement of financial position as at the end of its old financial year; and (ii) the statement of comprehensive income, statement of changes in equity and statement of cash flows for periods in its old financial year, for the same calendar months as, or as close as possible to, the calendar months in the interim period in the transition year; (b) as comparative financial information in each interim financial report during its new financial year: (i) a statement of financial position as at the end of its transition year; and (ii) the statement of comprehensive income, statement of changes in equity and statement of cash flows in its transition year or old financial year, or both, as appropriate, for the same calendar months as, or as close as possible to, the calendar months in the interim period in the new financial year; (c) in the following circumstances, a statement of financial position as at the beginning of the earliest comparative period: 1173 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (i) the reporting issuer discloses in its interim financial report an unreserved statement of compliance with International Accounting Standard 34 Interim Financial Reporting; and (ii) the reporting issuer: (A) applies an accounting policy retrospectively in its interim financial report; (B) makes a retrospective restatement of items in its interim financial report; or (C) reclassifies items in its interim financial report; and (d) in the case of the reporting issuer’s first interim financial report required to be filed in the year of adopting IFRS, the opening IFRS statement of financial position at the date of transition to IFRS. 4.9 Change in Corporate Structure If an issuer is party to a transaction that resulted in: (a) the issuer becoming a reporting issuer other than by filing a prospectus; or (b) if the issuer was already a reporting issuer, in: (i) the issuer ceasing to be a reporting issuer; (ii) a change in the reporting issuer’s financial year end; or (iii) a change in the name of the reporting issuer; the issuer must, as soon as practicable, and in any event not later than the deadline for the first filing required under this Instrument following the transaction, file a notice stating: (c) the names of the parties to the transaction; (d) a description of the transaction; (e) the effective date of the transaction; (f) the name of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity; (g) the date of the reporting issuer’s first financial year‑end after the transaction if paragraph (a) or subparagraph (b)(ii) applies; (h) the periods, including the comparative periods, if any, of the interim financial reports and the annual financial statements required to be filed for the reporting issuer’s first financial year after the transaction, if paragraph (a) or subparagraph (b)(ii) applies; and (i) what documents were filed under this Instrument that described the transaction and where those documents can be found in electronically, if paragraph (a) or subparagraph (b)(ii) applies. 4.10 Reverse Takeovers (1) Change in Year End ‑ If a reporting issuer must comply with section 4.9 because it was a party to a reverse takeover, the reporting issuer must comply with section 4.8 unless: 1174 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) the reporting issuer had the same year‑end as the reverse takeover acquirer before the transaction; or (b) the reporting issuer changes its year‑end to be the same as that of the reverse takeover acquirer. (2) Financial Statements of the Reverse Takeover Acquirer for Periods Ending Before a Reverse Takeover ‑ If a reporting issuer completes a reverse takeover, it must: (a) file the following financial statements for the reverse takeover acquirer, unless the financial statements have already been filed: (i) financial statements for all annual and interim periods ending before the date of the reverse takeover and after the date of the financial statements included in an information circular or similar document, or under Item 5.2 of the Form 51‑102F3 Material Change Report, prepared in connection with the transaction;

or (ii) if the reporting issuer did not file a document referred to in subparagraph (i), or the document does not include the financial statements for the reverse takeover acquirer that would be required to be included in a prospectus, the financial statements prescribed under securities legislation and described in the form of prospectus that the reverse takeover acquirer was eligible to use prior to the reverse takeover for a distribution of securities in the jurisdiction; (b) file the annual financial statements required by paragraph (a) on or before the later of: (i) the 20th day after the date of the reverse takeover; (ii) the 90th date after the end of the financial year; and (iii) the 120th day after the end of the financial year if the reporting issuer is a venture issuer; and (c) file each interim financial report required by paragraph (a) on or before the later of: (i) the 10th day after the date of the reverse takeover; (ii) the 45th day after the end of the interim period; (iii) the 60th day after the end of the interim period if the reporting issuer is a venture issuer; and (iv) the filing deadline in paragraph (b). (3) Comparative Financial Information in each Interim Financial Report after a Reverse Takeover ‑ A reporting issuer is not required to provide comparative interim financial information for the reverse takeover acquirer for periods that ended before the date of a reverse takeover if: (a) to a reasonable person it is impracticable to present prior‑period information on a basis consistent with subsection 4.3(2); 1175 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the prior‑period information that is available is presented; and (c) the notes to the interim financial report disclose the fact that the prior‑period information has not been prepared on a basis consistent with the most recent interim financial information. 4.11 Change of Auditor (1) Definitions ‑ In this section: “appointment” means, in relation to a reporting issuer, the earlier of: (a) the appointment as its auditor of a different person or company than its predecessor auditor; and (b) the decision by the board of directors of the reporting issuer to propose to holders of qualified securities to appoint as its auditor a different person or company than its predecessor auditor; “consultation” means advice provided by a successor auditor, whether or not in writing, to a reporting issuer during the relevant period, which the successor auditor concluded was an important factor considered by the reporting issuer in reaching a decision concerning: (a) the application of accounting principles or policies to a transaction, whether or not the transaction is completed; (b) a report provided by an auditor on the reporting issuer’s financial statements; (c) scope or procedure of an audit or review engagement; or (d) financial statement disclosure; “disagreement” means a difference of opinion between personnel of a reporting issuer responsible for finalizing the reporting issuer’s financial statements and the personnel of a predecessor auditor responsible for authorizing the issuance of audit reports on the reporting issuer’s financial statements or authorizing the communication of the results of the auditor’s review of the reporting issuer’s interim financial report, if the difference of opinion: (a) resulted in a modified opinion in the predecessor auditor’s audit report on the reporting issuer’s financial statements for any period during the relevant period; (b) would have resulted in a modified opinion in the predecessor auditor’s audit report on the reporting issuer’s financial statements for any period during the relevant period if the difference of opinion had not been resolved to the predecessor auditor’s satisfaction, not including a difference of opinion based on incomplete or preliminary information that was resolved to the satisfaction of the predecessor auditor upon the receipt of further information; (c) resulted in a qualified or adverse communication or denial of assurance in respect of the predecessor auditor’s review of the reporting issuer’s interim financial report for any interim period during the relevant period; or 1176 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) would have resulted in a qualified or adverse communication or denial of assurance in respect of the predecessor auditor’s review of the reporting issuer’s interim financial report for any interim period during the relevant period if the difference of opinion had not been resolved to the predecessor auditor’s satisfaction, not including a difference of opinion based on incomplete or preliminary information that was resolved to the satisfaction of the predecessor auditor upon the receipt of further information; “predecessor auditor” means the auditor of a reporting issuer that is the subject of the most recent termination or resignation; “qualified securities” means securities of a reporting issuer that carry the right to participate in voting on the appointment or removal of the reporting issuer’s auditor; “relevant information circular” means: (a) if a reporting issuer’s constating documents or applicable law require holders of qualified securities to take action to remove the reporting issuer’s auditor or to appoint a successor auditor: (i) the information circular required to accompany or form part of every notice of meeting at which that action is proposed to be taken; or (ii) the disclosure document accompanying the text of the written resolution provided to holders of qualified securities; or (b) if paragraph (a) does not apply, the information circular required to accompany or form part of the first notice of meeting to be sent to holders of qualified securities following the preparation of a reporting package concerning a termination or resignation; “relevant period” means the period: (a) commencing at the beginning of the reporting issuer’s two most recently completed financial years and ending on the date of termination or resignation; or (b) during which the predecessor auditor was the reporting issuer’s auditor, if the predecessor auditor was not the reporting issuer’s auditor throughout the period described in paragraph (a); “reportable event” means a disagreement, a consultation, or an unresolved issue; “reporting package” means: (a) the documents referred to in subparagraphs (5)(a)(i) and (6)(a)(i); (b) the letter referred to in clause (5)(a)(ii)(B), if received by the reporting issuer, unless an updated letter referred to in clause (6)(a) (iii)(B) has been received by the reporting issuer; (c) the letter referred to in clause (6)(a)(ii)(B), if received by the reporting issuer; and 1177 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (d) any updated letter referred to in clause (6)(a)(iii)(B) received by the reporting issuer; “resignation” means notification from an auditor to a reporting issuer of the auditor’s decision to resign or decline to stand for reappointment; “successor auditor” means the person or company: (a) appointed; (b) that the board of directors have proposed to holders of qualified securities be appointed; or (c) that the board of directors have decided to propose to holders of qualified securities be appointed; as the reporting issuer’s auditor after the termination or resignation of the reporting issuer’s predecessor auditor; “termination” means, in relation to a reporting issuer, the earlier of: (a) the removal of its auditor before the expiry of the auditor’s term of appointment, the expiry of its auditor’s term of appointment without reappointment, or the appointment of a different person or company as its auditor upon expiry of its auditor’s term of appointment; and (b) the decision by the board of directors of the reporting issuer to propose to holders of its qualified securities that its auditor be removed before, or that a different person or company be appointed as its auditor upon, the expiry of its auditor’s term of appointment; “unresolved issue” means any matter that, in the predecessor auditor’s opinion, has, or could have, a material impact on the financial statements, or reports provided by the auditor relating to the financial statements, for any financial period during the relevant period, and about which the predecessor auditor has advised the reporting issuer if: (a) the predecessor auditor was unable to reach a conclusion as to the matter’s implications before the date of termination or resignation; (b) the matter was not resolved to the predecessor auditor’s satisfaction before the date of termination or resignation; or (c) the predecessor auditor is no longer willing to be associated with any of the financial statements; (2) Meaning of “Material” ‑ For the purposes of this section, the term “material” has a meaning consistent with the discussion of the term “materiality” in the issuer’s GAAP. (3) Exemption from Change of Auditor Requirements ‑ This section does not apply if: (a) the following three conditions are met: 1178 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (i) a termination, or resignation, and appointment occur in connection with an amalgamation, arrangement, takeover or similar transaction involving the reporting issuer or a reorganization of the reporting issuer; (ii) the termination, or resignation, and appointment have been disclosed in a news release that has been filed or in a disclosure document that has been delivered to holders of qualified securities and filed; and (iii) no reportable event has occurred; (b) the change of auditor is required by the legislation under which the reporting issuer exists or carries on its activities; or (c) the change of auditor arises from an amalgamation, merger or other reorganization of the auditor. (4) Exemption From Change of Auditor Requirements ‑ SEC Issuers ‑ An SEC issuer satisfies this section if it: (a) complies with the requirements of U.S. laws relating to a change of auditor; (b) files a copy of all materials required by U.S. laws relating to a change of auditor at the same time as, or as soon as practicable after, they are filed with or furnished to the SEC; (c) issues and files a news release describing the information disclosed in the materials referred to in paragraph (b), if there are any reportable events; and (d) includes the materials referred to in paragraph (b) with each relevant information circular. (5) Requirements Upon Auditor Termination or Resignation ‑ Upon a termination or resignation of its auditor, a reporting issuer must: (a) within 3 days after the date of termination or resignation: (i) prepare a change of auditor notice in accordance with subsection (7) and deliver a copy of it to the predecessor auditor; and (ii) request the predecessor auditor to: (A) review the reporting issuer’s change of auditor notice; (B) prepare a letter, addressed to the regulator or securities regulatory authority, stating, for each statement in the change of auditor notice, whether the auditor: (I) agrees; (II) disagrees, and the reasons why; or (III) has no basis to agree or disagree; and (C) deliver the letter to the reporting issuer within 7 days after the date of termination or resignation; 1179 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) within 14 days after the date of termination or resignation: (i) have the audit committee of its board of directors or its board of directors review the letter referred to in clause (5)(a)(ii)(B) if received by the reporting issuer, and approve the change of auditor notice; (ii) file a copy of the reporting package with the regulator or securities regulatory authority; (iii) deliver a copy of the reporting package to the predecessor auditor; (iv) if there are any reportable events, issue and file a news release describing the information in the reporting package; and (c) include with each relevant information circular: (i) a copy of the reporting package as an appendix; and (ii) a summary of the contents of the reporting package with a cross‑reference to the appendix. (6) Requirements upon Auditor Appointment ‑ Upon an appointment of a successor auditor, a reporting issuer must: (a) within 3 days after the date of appointment: (i) prepare a change of auditor notice in accordance with subsection (7) and deliver it to the successor auditor and to the predecessor auditor; (ii) request the successor auditor to: (A) review the reporting issuer’s change of auditor notice; (B) prepare a letter addressed to the regulator or securities regulatory authority, stating, for each statement in the change of auditor notice, whether the auditor: (I) agrees; (II) disagrees, and the reasons why; or (III) has no basis to agree or disagree; and (C) deliver that letter to the reporting issuer within 7 days after the date of appointment; and (iii) request the predecessor auditor to, within 7 days after the date of appointment: (A) confirm that the letter referred to in clause (5)(a)(ii)(B) does not have to be updated; or (B) prepare and deliver to the reporting issuer an updated letter to replace the letter referred to in clause (5)(a)(ii)(B); (b) within 14 days after the date of appointment: (i) have the audit committee of its board of directors or its board of directors review the letters referred to in clauses (6)(a)(ii)(B) and (6) (a) (iii)(B) if received by the reporting issuer, and approve the change of auditor notice; (ii) file a copy of the reporting package with the regulator or securities regulatory authority; 1180 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (iii) deliver a copy of the reporting package to the successor auditor and to the predecessor auditor; and (iv) if there are any reportable events, issue and file a news release disclosing the appointment of the successor auditor and describing the information in the reporting package or referring to the news release required under subparagraph (5)(b)(iv). (7) Change of Auditor Notice Content ‑ A change of auditor notice must state: (a) the date of termination or resignation; (b) whether the predecessor auditor: (i) resigned on the predecessor auditor’s own initiative or at the reporting issuer’s request; (ii) was removed or is proposed to holders of qualified securities to be removed during the predecessor auditor’s term of appointment; or (iii) was not reappointed or has not been proposed for reappointment; (c) whether the termination or resignation of the predecessor auditor and any appointment of the successor auditor were considered or approved by the audit committee of the reporting issuer’s board of directors or the reporting issuer’s board of directors; (d) whether the predecessor auditor’s report on any of the reporting issuer’s financial statements relating to the relevant period expressed a modified opinion and, if so, a description of each modification; (e) if there is a reportable event, the following information: (i) for a disagreement: (A) a description of the disagreement; (B) whether the audit committee of the reporting issuer’s board of directors or the reporting issuer’s board of directors discussed the disagreement with the predecessor auditor; and (C) whether the reporting issuer authorized the predecessor auditor to respond fully to inquiries by any successor auditor concerning the disagreement and, if not, a description of and reasons for any limitation; (ii) for a consultation: (A) a description of the issue that was the subject of the consultation; (B) a summary of the successor auditor’s oral advice, if any, provided to the reporting issuer concerning the issue; (C) a copy of the successor auditor’s written advice, if any, received by the reporting issuer concerning the issue; and (D) whether the reporting issuer consulted with the predecessor auditor concerning the issue and, if so, a summary of the predecessor auditor’s advice concerning the issue; and 1181 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (iii) for an unresolved issue: (A) a description of the issue; (B) whether the audit committee of the reporting issuer’s board of directors or the reporting issuer’s board of directors discussed the issue with the predecessor auditor; and (C) whether the reporting issuer authorized the predecessor auditor to respond fully to inquiries by any successor auditor concerning the issue and, if not, a description of and reasons for any limitation; and (f) if there are no reportable events, a statement to that effect. (8) Predecessor Auditor’s Obligations to Report Non‑Compliance ‑ If a reporting issuer does not file the reporting package required to be filed under subparagraph (5)(b)(ii) or the news release required to be filed under subparagraph (5)(b)(iv), the predecessor auditor must, within 3 days of the required filing date, advise the reporting issuer in writing of the failure and deliver a copy of the letter to the regulator or, in Quebec, the securities regulatory authority. (9) Successor Auditor’s Obligations to Report Non ‑ Compliance ‑ If a reporting issuer does not file the reporting package required to be filed under subparagraph (6)(b)(ii) or the news release required to be filed under subparagraph (6) (b)(iv), the successor auditor must, within 3 days of the required filing date, advise the reporting issuer in writing of the failure and deliver a copy of the letter to the regulator or, in Quebec, the securities regulatory authority. PART 4A FORWARD‑LOOKING INFORMATION 4A.1 Application This Part applies to forward‑looking information that is disclosed by a reporting issuer other than forward‑looking information contained in oral statements. 4A.2 Reasonable Basis A reporting issuer must not disclose forward‑looking information unless the issuer has a reasonable basis for the forward‑looking information. 4A.3 Disclosure A reporting issuer that discloses material forward‑looking information must include disclosure that: (a) identifies forward‑looking information as such; (b) cautions users of forward‑looking information that actual results may vary from the forward‑looking information and identifies material risk factors that could cause actual results to differ materially from the forward‑looking information; (c) states the material factors or assumptions used to develop forward‑looking information; and 1182 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) describes the reporting issuer’s policy for updating forward‑looking information if it includes procedures in addition to those described in subsection 5.8(2). PART 4B FOFI AND FINANCIAL OUTLOOKS 4B.1 Application (1) Subject to subsection (2), this Part applies to FOFI or a financial outlook that is disclosed by a reporting issuer. (2) This Part does not apply to disclosure that is: (a) subject to requirements in National Instrument 51‑101 Standards of Disclosure for Oil and Gas Activities or National Instrument 43‑101 Standards of Disclosure for Mineral Projects; (b) made to comply with the conditions of any exemption from the requirements referred to in paragraph (a) that a reporting issuer received from a regulator or securities regulatory authority unless the regulator or securities regulatory authority orders that this Part applies to disclosure made under the exemption; or (c) contained in an oral statement. 4B.2 Assumptions (1) A reporting issuer must not disclose FOFI or a financial outlook unless the FOFI or financial outlook is based on assumptions that are reasonable in the circumstances. (2) FOFI or a financial outlook that is based on assumptions that are reasonable in the circumstances must, without limitation: (a) be limited to a period for which the information in the FOFI or financial outlook can be reasonably estimated; and (b) use the accounting policies the reporting issuer expects to use to prepare its historical financial statements for the period covered by the FOFI or the financial outlook. 4B.3 Disclosure In addition to the disclosure required by section 4A.3, if a reporting issuer discloses FOFI or a financial outlook, the issuer must include disclosure that: (a) states the date management approved the FOFI or financial outlook, if the document containing the FOFI or financial outlook is undated; and (b) explains the purpose of the FOFI or financial outlook and cautions readers that the information may not be appropriate for other purposes. PART 5 MANAGEMENT’S DISCUSSION & ANALYSIS 5.1 Filing of MD&A (1) A reporting issuer must file MD&A relating to its annual financial statements and each interim financial report required under Part 4. 1183 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (1.1) Despite subsection (1), a reporting issuer does not have to file MD&A relating to the annual financial statements and interim financial reports required under sections 4.7 and 4.10 for financial years and interim periods that ended before the issuer became a reporting issuer. (2) Subject to section 5.2, the MD&A required to be filed under subsection (1) must be filed on or before the earlier of: (a) the filing deadlines for the annual financial statements and each interim financial report set out in sections 4.2 and 4.4, as applicable; and (b) the date the reporting issuer files the financial statements under subsections 4.1(1) or 4.3(1), as applicable. 5.2 Filing of MD&A for SEC Issuers If an SEC issuer that is a reporting issuer is filing its annual or interim MD&A prepared in accordance with Item 303 of Regulation S‑K under the 1934 Act, the SEC issuer must file that document on or before the earlier of: (a) the date the SEC issuer would be required to file that document under section 5.1; and (b) the date the SEC issuer files that document with the SEC. 5.3 Additional Disclosure for Venture Issuers Without Significant Revenue (1) A venture issuer that has not had significant revenue from operations in either of its last two financial years, must disclose in its MD&A, for each period referred to in subsection (2), a breakdown of material components of: (a) exploration and evaluation assets or expenditures; (b) expensed research and development costs; (c) intangible assets arising from development; (d) general and administration expenses; and (e) any material costs, whether expensed or recognized as assets, not referred to in paragraphs (a) through (d); and if the venture issuer’s business primarily involves mining exploration and development, the analysis of exploration and evaluation assets or expenditures must be presented on a property‑by‑property basis. (2) The disclosure in subsection (1) must be provided for the following periods: (a) in the case of annual MD&A, for the two most recently completed financial years; and 1184 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) in the case of interim MD&A, for an issuer that is not providing disclosure in accordance with section 2.2.1 of Form 51‑102F1 for the most recent year‑to‑date interim period and the comparative year‑to‑date period presented in the interim financial report. (3) Subsection (1) does not apply if the information required under that subsection has been disclosed in the financial statements to which the MD&A relates. 5.4 Disclosure of Outstanding Share Data (1) A reporting issuer must disclose in its annual MD&A and, if the issuer is not providing disclosure in accordance with section 2.2.1 of Form 51‑102F1, its interim MD&A the designation and number or principal amount of: (a) each class and series of voting or equity securities of the reporting issuer for which there are securities outstanding; (b) each class and series of securities of the reporting issuer for which there are securities outstanding if the securities are convertible into, or exercisable or exchangeable for, voting or equity securities of the reporting issuer; and (c) subject to subsection (2), each class and series of voting or equity securities of the reporting issuer that are issuable on the conversion, exercise or exchange of outstanding securities of the reporting issuer. (2) If the exact number or principal amount of voting or equity securities of the reporting issuer that are issuable on the conversion, exercise or exchange of outstanding securities of the reporting issuer is not determinable, the reporting issuer must disclose the maximum number or principal amount of each class and series of voting or equity securities that are issuable on the conversion, exercise or exchange of outstanding securities of the reporting issuer and, if that maximum number or principal amount is not determinable, the reporting issuer must describe the exchange or conversion features and the manner in which the number or principal amount of voting or equity securities will be determined. (3) The disclosure under subsections (1) and (2) must be prepared as of the latest practicable date. 5.5 Approval of MD&A (1) The annual MD&A that a reporting issuer is required to file under this Part must be approved by the board of directors before being filed. (2) The interim MD&A that a reporting issuer is required to file under this Part must be approved by the board of directors before being filed. (3) In fulfilling the requirement in subsection (2), the board of directors may delegate the approval of the interim MD&A required to be filed under this Part to the audit committee of the board of directors. 1185 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 5.6 Delivery of MD&A (1) If a registered holder or beneficial owner of securities, other than debt instruments, of a reporting issuer requests the reporting issuer’s annual or interim MD&A, the reporting issuer must send a copy of the requested MD&A to the person or company that made the request, without charge, by the delivery deadline set out in subsection 4.6(3) for the annual financial statements or interim financial report to which the MD&A relates. (2) A reporting issuer is not required to send copies of any MD&A under subsection (1) that was filed more than two years before the issuer receives the request. (3) The requirement to send annual MD&A under subsection (1) does not apply to a reporting issuer that sends its annual MD&A to its securityholders, other than holders of debt instruments, within 140 days of the issuer’s financial year‑end and in accordance with NI 54‑101. (4) If a reporting issuer sends MD&A under this section, the reporting issuer must also send, at the same time, the annual financial statements or interim financial report to which the MD&A relates. 5.7 Additional Disclosure for Reporting Issuers with Significant Equity Investees (1) A reporting issuer that has a significant equity investee must disclose in its MD&A for each period referred to in subsection (2): (a) summarized financial information of the equity investee, including the aggregated amounts of assets, liabilities, revenue and profit or loss; and (b) the reporting issuer’s proportionate interest in the equity investee and any contingent issuance of securities by the equity investee that might significantly affect the reporting issuer’s share of profit or loss. (2) The disclosure in subsection (1) must be provided for the following periods: (a) in the case of annual MD&A, for the two most recently completed financial years; and (b) in the case of interim MD&A, for an issuer that is not providing disclosure in accordance with section 2.2.1 of Form 51‑102F1 for the most recent year‑to‑date interim period and the comparative year‑to‑date period presented in the interim financial report. (3) Subsection (1) does not apply if: (a) the information required under that subsection has been disclosed in the financial statements to which the MD&A relates; or (b) the issuer files separate financial statements of the equity investee for the periods referred to in subsection (2). 1186 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 5.8 Disclosure Relating to Previously Disclosed Material Forward‑Looking Information (1) Application ‑ This section applies to material forward‑looking information that is disclosed by a reporting issuer other than: (a) forward‑looking information contained in an oral statement; or (b) disclosure that is: (i) subject to the requirements in National Instrument 51‑101 Standards of Disclosure for Oil and Gas Activities or National Instrument 43‑101 Standards of Disclosure for Mineral Projects; or (ii) made to comply with the conditions of any exemption from the requirements referred to in subparagraph (i) that a reporting issuer received from a regulator or securities regulatory authority unless the regulator or securities regulatory authority orders that this Part applies to disclosure made under the exemption. (2) Update ‑ A reporting issuer must discuss in its MD&A: (a) events and circumstances that occurred during the period to which the MD&A relates that are reasonably likely to cause actual results to differ materially from material forward‑looking information for a period that is not yet complete that the reporting issuer previously disclosed to the public; and (b) the expected differences referred to in paragraph (a). (3) Exemption ‑ Subsection (2) does not apply if the reporting issuer: (a) includes the information required by subsection (2) in a news release issued and filed by the reporting issuer before the filing of the MD&A referred to in subsection (2); and (b) includes disclosure in the MD&A referred to in subsection (2) that: (i) identifies the news release referred to in paragraph (a); (ii) states the date of the news release; and (iii) states that the news release is available at www.sedarplus.com. (4) Comparison to Actual ‑ A reporting issuer must disclose and discuss in its MD&A material differences between: (a) actual results for the annual or interim period to which the MD&A relates; and (b) any FOFI or financial outlook for the period referred to in paragraph (a) that the reporting issuer previously disclosed. 1187 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (5) Withdrawal ‑ If during the period to which its MD&A relates, a reporting issuer decides to withdraw previously disclosed material forward‑looking information: (a) the reporting issuer must disclose in its MD&A the decision and discuss the events and circumstances that led the reporting issuer to that decision, including a discussion of the assumptions underlying the forward‑looking information that are no longer valid; and (b) subsection (4) does not apply to the reporting issuer with respect to the MD&A: (i) if the reporting issuer complies with paragraph (a); and (ii) the MD&A is filed before the end of the period covered by the forward‑looking information. (6) Exemption ‑ Paragraph 5(a) does not apply if the reporting issuer: (a) includes the information required by paragraph (5)(a) in a news release issued and filed by the reporting issuer before the filing of the MD&A referred to in subsection (5); and (b) includes disclosure in the MD&A referred to in subsection (5) that: (i) identifies the news release referred to in paragraph (a); (ii) states the date of the news release; and (iii) states that the news release is available at www.sedarplus.com. PART 6 ANNUAL INFORMATION FORM 6.1 Requirement to File an AIF A reporting issuer that is not a venture issuer must file an AIF. 6.2 Filing Deadline for an AIF An AIF required to be filed under section 6.1 must be filed: (a) subject to paragraph (b), on or before the 90th day after the end of the reporting issuer’s most recently completed financial year; or (b) in the case of a reporting issuer that is an SEC issuer filing its AIF on Form 10‑K or Form 20‑F, on or before the earlier of: (i) the 90th day after the end of the reporting issuer’s most recently completed financial year; and (ii) the date the reporting issuer files its Form 10‑K or Form 20‑F with the SEC. 6.3 [Repealed] PART 7 MATERIAL CHANGE REPORTS 7.1 Publication of Material Change (1) Subject to subsection (2), if a material change occurs in the affairs of a reporting issuer, the reporting issuer must: 1188 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) immediately issue and file a news release authorized by an executive officer disclosing the nature and substance of the change; and (b) as soon as practicable, and in any event within 10 days of the date on which the change occurs, file a Form 51‑102F3 Material Change Report with respect to the material change. (2) Subsection (1) does not apply if: (a) in the opinion of the reporting issuer, and if that opinion is arrived at in a reasonable manner, the disclosure required by subsection (1) would be unduly detrimental to the interests of the reporting issuer; or (b) the material change consists of a decision to implement a change made by senior management of the reporting issuer who believe that confirmation of the decision by the board of directors is probable, and senior management of the reporting issuer has no reason to believe that persons with knowledge of the material change have made use of that knowledge in purchasing or selling securities of the reporting issuer; and the reporting issuer immediately files the report required under paragraph (1) (b) marked so as to indicate that it is confidential, together with written reasons for non‑disclosure. (3) [Repealed] (4) [Repealed] (5) If a report has been filed under subsection (2), the reporting issuer must advise the regulator or securities regulatory authority in writing if it believes the report should continue to remain confidential, within 10 days of the date of filing of the initial report and every 10 days thereafter until the material change is generally disclosed in the manner referred to in paragraph (1)(a), or, if the material change consists of a decision of the type referred to in paragraph (2)(b), until that decision has been rejected by the board of directors of the reporting issuer. (6) Despite subsection (5), in Ontario, the reporting issuer must advise the securities regulatory authority. (7) If a report has been filed under subsection (2), the reporting issuer must promptly generally disclose the material change in the manner referred to in subsection (1) upon the reporting issuer becoming aware, or having reasonable grounds to believe, that persons or companies are purchasing or selling securities of the reporting issuer with knowledge of the material change that has not been generally disclosed. PART 8 BUSINESS ACQUISITION REPORT 8.1 Interpretation and Application (1) In this Part: “acquisition” includes an acquisition of an interest in a business that is consolidated for accounting purposes or accounted for by another method, such as the equity method; 1189 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “acquisition of related businesses” means the acquisition of two or more businesses if: (a) the businesses were under common control or management before the acquisitions were completed; (b) each acquisition was conditional upon the completion of each other acquisition; or (c) the acquisitions were contingent upon a single common event; “business” includes an interest in an oil and gas property to which reserves, as defined in National Instrument 51‑101 Standards of Disclosure for Oil and Gas Activities, have been specifically attributed; and “specified profit or loss” means profit or loss from continuing operations attributable to owners of the parent, adjusted to exclude income taxes. (2) This Part does not apply to a transaction that is a reverse takeover. 8.2 Obligation to File a Business Acquisition Report and Filing Deadline (1) If a reporting issuer completes a significant acquisition, as determined under section 8.3, it must file a business acquisition report within 75 days after the acquisition date. (2) Despite subsection (1), if the most recently completed financial year of the acquired business ended 45 days or less before the acquisition date, a reporting issuer must file a business acquisition report: (a) within 90 days after the acquisition date, in the case of an issuer other than a venture issuer; or (b) within 120 days after the acquisition date, in the case of a venture issuer. 8.3 Determination of Significance (1) Significant Acquisitions ‑ Subject to subsection (5) and subsections 8.10(1) and (2), an acquisition of a business or related businesses is a significant acquisition: (a) for a reporting issuer that is not a venture issuer, if the acquisition satisfies 2 or more of the significance tests set out in subsection (2); and (b) for a venture issuer, if the acquisition satisfies either of the significance tests set out in paragraphs (2)(a) or (b) if “30 percent” is read as “100 percent”. (2) Required Significance Tests ‑ For the purposes of subsection (1) and subject to subsections (4.1) and (4.2), the significance tests are: (a) The Asset Test. The reporting issuer’s proportionate share of the consolidated assets of the business or related businesses exceeds 30 percent of the consolidated assets of the reporting issuer calculated using the audited annual financial statements of each of the reporting issuer and the business or the related businesses for the most recently completed financial year of each that ended before the acquisition date. 1190 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) The Investment Test. The reporting issuer’s consolidated investments in and advances to the business or related businesses as at the acquisition date exceeds 30 percent of the consolidated assets of the reporting issuer as at the last day of the most recently completed financial year of the reporting issuer ended before the acquisition date, excluding any investments in or advances to the business or related businesses as at that date. (c) The Profit or Loss Test. The reporting issuer’s proportionate share of the consolidated specified profit or loss of the business or related businesses exceeds 30 percent of the consolidated specified profit or loss of the reporting issuer calculated using the audited annual financial statements of each of the reporting issuer and the business or related businesses for the most recently completed financial year of each ended before the acquisition date. (3) Optional Significance Tests ‑ Despite subsection (1) and subject to subsections 8.10(1) and 8.10(2), if an acquisition of a business or related businesses is significant based on the significance tests in subsection (2): (a) a reporting issuer that is not a venture issuer may re‑calculate the significance using the optional significance tests in subsection (4); and (b) a venture issuer may re‑calculate the significance using the optional significance tests in paragraphs (4)(a) or (b) if “30 percent” is read as “100 percent”. (4) For the purposes of subsection (3) and subject to subsections (4.1) and (4.2), the optional significance tests are: (a) The Asset Test. The reporting issuer’s proportionate share of the consolidated assets of the business or related businesses exceeds 30 percent of the consolidated assets of the reporting issuer, calculated using the financial statements of each of the reporting issuer and the business or the related businesses for the most recently completed interim period or financial year of each, without giving effect to the acquisition. (b) The Investment Test. The reporting issuer’s consolidated investments in and advances to the business or related businesses as at the acquisition date exceeds 30 percent of the consolidated assets of the reporting issuer as at the last day of the most recently completed interim period or financial year of the reporting issuer, excluding any investments in or advances to the business or related businesses as at that date. (c) The Profit or Loss Test. The specified profit or loss calculated under the following subparagraph (i) exceeds 30 percent of the specified profit or loss calculated under the following subparagraph (ii): (i) the reporting issuer’s proportionate share of the consolidated specified profit or loss of the business or related businesses for the later of: (A) the most recently completed financial year of the business or related businesses; or (B) the 12 months ended on the last day of the most recently completed interim period of the business or related businesses; 1191 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (ii) the reporting issuer’s consolidated specified profit or loss for the later of: (A) the most recently completed financial year, without giving effect to the acquisition; or (B) the 12 months ended on the last day of the most recently completed interim period of the reporting issuer, without giving effect to the acquisition. (4.1) For the purposes of subsections (2) and (4), the reporting issuer must not remeasure its previously held equity interest in the business or related businesses. (4.2) For the purposes of paragraphs (2)(b) and (4)(b), the reporting issuer’s investments in and advances to the business or related businesses must include: (a) the consideration transferred for the acquisition, measured in accordance with the issuer’s GAAP; (b) payments made in connection with the acquisition which do not constitute consideration transferred but which would not have been paid unless the acquisition had occurred; and (c) contingent consideration for the acquisition measured in accordance with the issuer’s GAAP. (5) Despite subsection (1) and for the purposes of subsection (3), an acquisition of a business or related businesses is not a significant acquisition, (a) for a reporting issuer that is not a venture issuer, if the acquisition does not satisfy at least two of the optional significance tests under subsection (4); or (b) for a venture issuer, if the acquisition would not satisfy the optional significance tests set out in paragraphs (4) (a) and (b) if “30 percent” were read as “100 percent”. (6) Despite subsection (3), the significance of an acquisition of a business or related businesses may be re‑calculated using financial statements for periods that ended after the acquisition date only if, after the acquisition date, the business or related businesses remained substantially intact and were not significantly reorganized, and no significant assets or liabilities were transferred to other entities. (7) Application of the Profit or Loss Test if a Loss Occurred ‑ For the purposes of paragraphs (2)(c) and (4)(c), if any of the reporting issuer, the business or the related businesses has incurred a loss, the significance test must be applied using the absolute value of the loss from continuing operations attributable to owners of the parent, adjusted to exclude income taxes. (8) Application of the Profit or Loss Test if Lower Than Average Profit or Loss for the Most Recent Year ‑ For the purposes of paragraph (2)(c) and clause (4) (c) (ii) (A), if the reporting issuer’s consolidated specified profit or loss for the most recently completed financial year was lower by 20 percent or more than its average consolidated specified profit or loss for the three most recently completed financial years, the issuer may, subject to subsection (10), substitute the average consolidated specified profit or loss for the three most recently completed financial years in determining whether the significance test set out in paragraph (2)(c) or (4)(c) is satisfied. 1192 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (9) Application of the Optional Profit or Loss Test if Lower Than Average Profit or Loss for the Most Recent Year ‑ For the purpose of clause (4) (c) (ii) (B) if the reporting issuer’s consolidated specified profit or loss for the most recently completed 12‑month period was lower by 20 percent or more than its average consolidated specified profit or loss for the three most recently completed 12‑month periods, the issuer may, subject to subsection (10), substitute the average consolidated specified profit or loss for the three most recently completed 12‑month periods in determining whether the significance test set out in paragraph (4)(c) is satisfied. (10) Lower than Average Profit or Loss of the Issuer if a Loss Occurred ‑ If the reporting issuer’s consolidated specified profit or loss for either of the two earlier financial periods referred to in subsections (8) and (9) is a loss, the reporting issuer’s specified profit or loss for that period is considered to be zero for the purposes of calculating the average consolidated specified profit or loss for the three financial periods. (11) Application of Significance Tests ‑ Multiple Investments in the Same Business ‑ If a reporting issuer has made multiple investments in the same business, then for the purposes of applying subsections (2) and (4): (a) if the initial investment and one or more incremental investments were made during the same financial year, the investments must be aggregated and tested on a combined basis; (b) if one or more incremental investments were made in a financial year subsequnt to the financial year in which an initial or incremental investment was made and the initial or previous incremental investments are reflected in audited annual financial statements of the reporting issuer previously filed, the reporting issuer must apply the significance tests set out in subsections (2) and (4) on a combined basis to the incremental investments not reflected in audited financial statements of the reporting issuer previously filed; and (c) if one or more incremental investments were made in a financial year subsequent to the financial year in which the initial investment was made and the initial investment is not reflected in audited annual financial statements of the reporting issuer previously filed, the reporting issuer must apply the significance tests set out in subsections (2) and (4) to the initial and incremental investments on a combined basis. (11.1) Application of the Optional Profit or Loss Test based on Pro Forma Financial Information ‑ For the purposes of calculating the optional profit or loss test under clause (4)(c)(ii)(A), a reporting issuer may use pro forma consolidated specified profit or loss for its most recently completed financial year that was included in a previously filed document if: (a) the reporting issuer has made a significant acquisition of a business after its most recently completed financial year; and (b) the previously filed document included: (i) audited annual financial statements of that acquired business for the periods required by this Part; and (ii) the pro forma financial information required by subsection 8.4(5) or (6). 1193 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (12) Application of Significance Tests ‑ Related Businesses ‑ In determining whether an acquisition of related businesses is a significant acquisition, related businesses acquired after the ending date of the most recently filed audited annual financial statements of the reporting issuer must be considered on a combined basis. (13) Application of Significance Tests ‑ Accounting Principles and Currency ‑ For the purposes of calculating the significance tests in subsections (2) and (4), the amounts used for the business or related businesses must: (a) subject to subsection (13.1), be based on the issuer’s GAAP; and (b) be translated into the same presentation currency as that used in the reporting issuer’s financial statements. (13.1) Application of Significance Tests ‑ Exemption ‑ Canadian GAAP Applicable to Private Enterprises ‑ Paragraph 8.3(13)(a) does not apply to a venture issuer if: (a) the financial statements for the business or related businesses referred to in subsections 8.3(2) and (4):

(i) are prepared in accordance with Canadian GAAP applicable to private enterprises; and (ii) are prepared in a manner that consolidates any subsidiaries and accounts for significantly influenced investees and joint ventures using the equity method; and (b) none of the accounting principles described in paragraphs 3.11(1)(a) through (e) of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards were used to prepare financial statements for the business or related businesses referred to in subsections 8.3(2) and (4). (14) Application of Significance Tests ‑ Use of Unaudited Financial Statements ‑ Despite subsections (2) and (4), the significance of an acquisition of a business or related businesses may be calculated using unaudited financial statements of the business or related businesses that comply with section 3.11 of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards if the financial statements of the business or related businesses for the most recently completed financial year have not been audited. (15) Application of Significance Tests ‑ Use of Previous Audited Financial Statements ‑ Despite subsections (2) and (4), the significance of an acquisition of a business or related businesses may be calculated using the audited financial statements for the financial year immediately preceding the reporting issuer’s most recently completed financial year if the reporting issuer has not been required to file, and has not filed, audited financial statements for its most recently completed financial year. 1194 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 8.4 Financial Statement Disclosure for Significant Acquisitions (1) Comparative Annual Financial Statements ‑ If a reporting issuer is required to file a business acquisition report under section 8.2, subject to sections 8.6 through 8.11, the business acquisition report must include the following for each business or related businesses: (a) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows for the following periods: (i) if the business has completed one financial year: (A) the most recently completed financial year ended on or before the acquisition date; and (B) the financial year immediately preceding the most recently completed financial year, if any; or (ii) if the business has not completed one financial year, the financial period commencing on the date of formation and ending on a date not more than 45 days before the acquisition date; (b) a statement of financial position as at the end of each of the periods specified in paragraph (a); and (c) notes to the financial statements. (2) Audit ‑ The most recently completed financial period referred to in subsection (1) must be audited. (3) Interim Financial Report ‑ Subject to subsection (4) and sections 8.6 through 8.11, if a reporting issuer is required to include financial statements in a business acquisition report under subsection (1), the business acquisition report must include financial statements for: (a) the most recently completed interim period or other period that started the day after the date of the statement of financial position specified in paragraph (1)(b) and ended: (i) in the case of an interim period, before the acquisition date; or (ii) in the case of a period other than an interim period, after the interim period referred to in subparagraph (i) and on or before the acquisition date; and (b) a comparable period in the preceding financial year of the business. (3.1) Contents of Interim Financial Report ‑ Canadian GAAP Applicable to Private Enterprises ‑ If a reporting issuer is required under subsection (3) to include an interim financial report in a business acquisition report and the financial statements for the business or related businesses acquired are prepared in accordance with Canadian GAAP applicable to private enterprises, as permitted under National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards, the interim financial report must include: (a) a balance sheet as at the end of the interim period and a balance sheet as at the end of the immediately preceding financial year, if any; 1195 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) an income statement, a statement of retained earnings and a cash flow statement, all for the year‑to‑date interim period, and comparative financial information for the corresponding interim period in the immediately preceding financial year, if any; and (c) notes to the financial statements. (4) Earlier Financial Statements Permitted ‑ Despite subsection (3), the business acquisition report may include financial statements for a period ending not more than one interim period before the period referred to in subparagraph (3) (a) (i) if: (a) the business does not, or related businesses do not, constitute a material departure from the business or operations of the reporting issuer immediately before the acquisition; and (b) [Repealed]; (c) either: (i) the acquisition date is, and the reporting issuer files the business acquisition report, within the following time after the business’s or related businesses” most recently completed interim period: (A) 45 days, if the reporting issuer is not a venture issuer; or (B) 60 days, if the reporting issuer is a venture issuer; or (ii) the reporting issuer filed a document before the acquisition date that included financial statements for the business or related businesses that would have been required if the document were a prospectus, and those financial statements are for a period ending not more than one interim period before the interim period referred to in subparagraph (3) (a)(i). (5) Pro Forma Financial Statements Required in a Business Acquisition Report ‑ If a reporting issuer other than a venture issuer is required to include financial statements in a business acquisition report under subsection (1) or (3), the business acquisition report must include: (a) a pro forma statement of financial position of the reporting issuer: (i) as at the date of the reporting issuer’s most recent statement of financial position filed, that gives effect, as if they had taken place as at the date of the pro forma statement of financial position, to significant acquisitions that have been completed, but are not reflected in the reporting issuer’s most recent statement of financial position for an annual or interim period; or (ii) if the reporting issuer has not filed a statement of financial position for any annual or interim period, as at the date of the acquired business’s most recent statement of financial position, that gives effect, as if they had taken place as at the date of the pro forma statement of financial position, to significant acquisitions that have been completed; 1196 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) a pro forma income statement of the reporting issuer that gives effect to significant acquisitions completed since the beginning of the financial year referred to in clause (i)(A) or (ii)(A), as applicable, as if they had taken place at the beginning of that financial year, for each of the following financial periods: (i) the reporting issuer’s: (A) most recently completed financial year for which it has filed financial statements; and (B) interim period for which it has filed an interim financial report that started after the period in clause (A) and ended immediately before the acquisition date or, in the reporting issuer’s discretion, after the acquisition date; or (ii) if the reporting issuer has not filed a statement of comprehensive income for any annual or interim period, for the business’s or related businesses”: (A) most recently completed financial year that ended before the acquisition date; and (B) period for which financial statements are included in the business acquisition report under paragraph (3)(a); and (c) pro forma earnings per share based on the pro forma financial statements referred to in paragraph (b). (6) Pro Forma Financial Statements based on Earlier Financial Statements Permitted ‑ Despite paragraph (5)(a) and clauses (5)(b)(i)(B) and (5) (b)(ii)(B), if the reporting issuer relies on subsection (4), the business acquisition report may include: (a) a pro forma statement of financial position as at the date of the statement of financial position filed immediately before the reporting issuer’s most recent statement of financial position filed; and (b) a pro forma income statement for the period ending not more than one interim period before the interim period referred to in clause (5)(b)(i)(B) or (5)(b)(ii)(B), as applicable. (7) Preparation of Pro Forma Financial Statements ‑ If a reporting issuer is required to include pro forma financial statements in a business acquisition report under subsection (5): (a) the reporting issuer must identify in the pro forma financial statements each significant acquisition, if the pro forma financial statements give effect to more than one significant acquisition; (b) the reporting issuer must include in the pro forma financial statements: (i) adjustments attributable to each significant acquisition for which there are firm commitments and for which the complete financial effects are objectively determinable; 1197 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (ii) adjustments to conform amounts for the business or related businesses to the issuer’s accounting policies; and (iii) a description of the underlying assumptions on which the pro forma financial statements are prepared, cross‑referenced to each related pro forma adjustment; (c) if the financial year‑end of the business differs from the reporting issuer’s year‑end by more than 93 days, for the purpose of preparing the pro forma income statement for the reporting issuer’s most recently completed financial year, the reporting issuer must construct an income statement of the business for a period of 12 consecutive months ending no more than 93 days before or after the reporting issuer’s year‑end, by adding the results for a subsequent interim period to a completed financial year of the business and deducting the comparable interim results for the immediately preceding year; (d) if a constructed income statement is required under paragraph (c), the pro forma financial statements must disclose the period covered by the constructed income statement on the face of the pro forma financial statements and must include a note stating that the financial statements of the business used to prepare the pro forma financial statements were prepared for the purpose of the pro forma financial statements and do not conform with the financial statements for the business included elsewhere in the business acquisition report; (e) if a reporting issuer is required to prepare a pro forma income statement for an interim period required by paragraph (5)(b), and the pro forma income statement for the most recently completed financial year includes results of the business which are also included in the pro forma income statement for the interim period, the reporting issuer must disclose in a note to the pro forma financial statements the revenue, expenses and profit or loss from continuing operations included in each pro forma income statement for the overlapping period; and (f) a constructed period referred to in paragraph (c) does not have to be audited. (8) Financial Statements of Related Businesses ‑ If a reporting issuer is required under subsection (1) to include financial statements for more than one business because the significant acquisition involves an acquisition of related businesses, the financial statements required under subsection (1) must be presented separately for each business, except for the periods during which the businesses have been under common control or management, in which case the reporting issuer may present the financial statements of the businesses on a combined basis. 8.5 [Repealed] 1198 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 8.6 Exemption for Significant Acquisitions Accounted for Using the Equity Method A reporting issuer is exempt from the requirements in section 8.4 if: (a) the acquisition is, or will be, of an equity investee; (b) the business acquisition report includes disclosure for the periods for which financial statements are otherwise required under subsection 8.4(1) that: (i) summarizes financial information of the equity investee, including the aggregated amounts of assets, liabilities, revenue and profit or loss; and (ii) describes the reporting issuer’s proportionate interest in the equity investee and any contingent issuance of securities by the equity investee that might significantly affect the reporting issuer’s share of profit or loss; (c) the financial information provided under paragraph (b) for the most recently completed financial year: (i) has been derived from audited financial statements of the equity investee; or (ii) has been audited; and (d) the business acquisition report: (i) identifies the financial statements referred to in subparagraph (c) (i) from which the disclosure provided under paragraph (b) has been derived; or (ii) discloses that the financial information provided under paragraph (b), if not derived from audited financial statements, has been audited; and (iii) discloses that the auditor expressed an unmodified opinion with respect to the financial statements referred to in subparagraph (i) or the financial information referred to in subparagraph (ii). 8.7 [Repealed] 8.8 Exemption for Significant Acquisitions if Financial Year End Changed If under section 8.4 a reporting issuer is required to provide financial statements for a business acquired and the business changed its financial year end during either of the financial years required to be included, the reporting issuer may include financial statements for the transition year in satisfaction of the financial statements for one of the years, provided that the transition year is at least nine months. 8.9 Exemption from Comparatives if Financial Statements Not Previously Prepared A reporting issuer is not required to provide comparative information for an interim financial report required under subsection 8.4(3) for a business acquired if: (a) to a reasonable person it is impracticable to present prior‑period information on a basis consistent with the most recently completed interim period of the acquired business; 1199 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the prior‑period information that is available is presented; and (c) the notes to the interim financial report disclose the fact that the prior‑period information has not been prepared on a basis consistent with the most recent interim financial information. 8.10 Acquisition of an Interest in an Oil and Gas Property (1) Asset Test ‑ Despite subsections 8.3(2) and 8.3(4), the asset tests in paragraphs 8.3(2)(a) and 8.3(4)(a) do not apply to an acquisition: (a) of a business that is an interest in an oil and gas property or related businesses that are interests in oil and gas properties; and (b) that is not of securities of another issuer, unless the vendor transferred the business referenced in paragraph (1)(a) to the other issuer and that other issuer: (i) was created for the sole purpose of facilitating the acquisition; and (ii) other than assets or operations related to the transferred business, has no: (A) substantial assets; or (B) operating history. (2) Profit or Loss Test ‑ Despite subsections 8.3(2), 8.3(4), 8.3(8), 8.3(9), 8.3(10) and 8.3(11.1), a reporting issuer must substitute “operating income” for “specified profit or loss” for the purposes of the profit or loss test in paragraphs 8.3(2)(c) and 8.3(4)(c) if the acquisition is one described in subsection (1). (3) Exemption from Financial Statement Disclosure ‑ A reporting issuer is exempt from the requirements in section 8.4 if: (a) the significant acquisition is an acquisition described in subsection (1); (b) the reporting issuer is unable to provide the financial statements in respect of the significant acquisition otherwise required under this Part because those financial statements do not exist or because the reporting issuer does not have access to those financial statements; (c) the acquisition does not constitute a reverse takeover; (d) [Repealed]; (e) subject to subsection (4), in respect of the business or related businesses, for each of the financial periods for which financial statements would, but for this section, be required under section 8.4, the business acquisition report includes: (i) an operating statement for the business or related businesses prepared in accordance with subsection 3.11(5) of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards; 1200 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ii) a pro forma operating statement of the reporting issuer that gives effect to significant acquisitions completed since the beginning of the reporting issuer’s most recently completed financial year for which financial statements are required to have been filed, as if they had taken place at the beginning of that financial year, for each of the financial periods referred to in paragraph 8.4(5)(b); (iii) a description of the property or properties and the interest acquired by the reporting issuer; and (iv) disclosure of the annual oil and gas production volumes from the business or related businesses; (f) the operating statement for the most recently completed financial period referred to in subsection 8.4(1) is audited; and (g) the business acquisition report discloses: (i) the estimated reserves and related future net revenue attributable to the business or related businesses, the material assumptions used in preparing the estimates and the identity and relationship to the reporting issuer or to the vendor of the person who prepared the estimates; and (ii) the estimated oil and gas production volumes from the business or related businesses for the first year reflected in the estimates disclosed under subparagraph (i). (4) Exemption from Alternative Disclosure ‑ A reporting issuer is exempt from the requirements of subparagraphs (3)(e)(i), (ii) and (iv), if: (a) production, gross sales, royalties, production costs and operating income were nil for the business or related businesses for each financial period; and (b) the business acquisition report discloses this fact. 8.11 Exemption for Multiple Investments in the Same Business Despite section 8.4, a reporting issuer is exempt from the requirements to file financial statements for an acquired business, other than the pro forma financial statements required by subsection 8.4(5), in a business acquisition report if the reporting issuer has made multiple investments in the same business and the acquired business has been consolidated in the reporting issuer’s most recent annual financial statements that have been filed. PART 9 PROXY SOLICITATION AND INFORMATION CIRCULARS 9.1 Sending of Proxies and Information Circulars (1) If management of a reporting issuer gives notice of a meeting to its registered holders of voting securities, management must, at the same time as or before giving that notice, send to each registered holder of voting securities who is entitled to notice of the meeting a form of proxy for use at the meeting. 1201 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) Subject to section 9.2, a person or company that solicits proxies from registered holders of voting securities of a reporting issuer must: (a) in the case of a solicitation by or on behalf of management of a reporting issuer, send an information circular with the notice of meeting to each registered securityholder whose proxy is solicited; or (b) in the case of any other solicitation, concurrently with or before the solicitation, send an information circular to each registered securityholder whose proxy is solicited. (3) [Repealed] 9.1.1 Notice‑and‑Access (1) A person or company soliciting proxies may use notice‑and‑access to send proxy‑related materials to a registered holder of voting securities of a reporting issuer if all of the following apply: (a) the registered holder of voting securities is sent a notice that contains the following information and no other information: (i) the date, time and location of the reporting issuer’s meeting for which the proxy‑related materials are being sent; (ii) a description of each matter or group of related matters identified in the form of proxy to be voted on, unless that information is already included in a form of proxy that is being sent to the registered holder of voting securities under paragraph (b); (iii) the website addresses for SEDAR+ and the non‑SEDAR+ website where the proxy‑related materials are posted; (iv) a reminder to review the information circular before voting; (v) an explanation of how to obtain a paper copy of the information circular and, if applicable, the documents in paragraph (2)(b) from the person or company; (vi) a plain‑language explanation of notice‑and‑access that includes the following information: (A) if the person or company is using stratification, a list of the types of registered holders or beneficial owners who will receive paper copies of the information circular and, if applicable, the documents in paragraph (2)(b); (B) the estimated date and time by which a request for a paper copy of the information circular and, if applicable, the documents in paragraph (2)(b), is to be received in order for the requester to receive the paper copy in advance of any deadline for the submission of the proxy and the date of the meeting; (C) an explanation of how the registered holder is to return the proxy, including any deadline for return of the proxy; 1202 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (D) the sections of the information circular where disclosure regarding each matter or group of related matters identified in the notice can be found; (E) a toll‑free telephone number the registered holder can call to get information about notice‑and‑access; (b) the registered holder of voting securities is sent, by prepaid mail, courier or the equivalent, the notice required by paragraph (a) and a form of proxy for use at the meeting and, in the case of a solicitation by or on behalf of management of the reporting issuer, the notice and form of proxy are sent at least 30 days before the date of the meeting; (c) in the case of a solicitation by or on behalf of management of the reporting issuer, the reporting issuer files on SEDAR+ the notification of meeting and record dates in the manner and within the time specified by NI 54‑101; (d) public electronic access to the information circular, form of proxy and the notice in paragraph (a) is provided on or before the date that the person or company soliciting proxies sends the notice in paragraph (a) to registered holders in the following manner: (i) the documents are filed on SEDAR+ as required by section 9.3; (ii) the documents are posted until the date that is one year from the date that the documents are posted, on a website other than the website for SEDAR+; (e) a toll‑free telephone number is provided for use by the registered holder of voting securities to request a paper copy of the information circular and, if applicable, the documents in paragraph (2)(b), at any time from the date that the person or company soliciting proxies sends the notice in paragraph (a) to the registered holder up to and including the date of the meeting, including any adjournment; (f) if a request for a paper copy of the information circular and, if applicable, the documents in paragraph (2)(b), is received at the toll‑free telephone number provided under paragraph (e) or by any other means, a paper copy of any such document requested is sent free of charge by the person or company soliciting proxies to the requester at the address specified in the request in the following manner: (i) in the case of a request received prior to the date of the meeting, within 3 business days after receiving the request, by first class mail, courier or the equivalent; (ii) in the case of a request received on or after the date of the meeting, and within one year of the information circular being filed, within 10 calendar days after receiving the request, by prepaid mail, courier or the equivalent. 1203 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) Unless an information circular is included with the proxy‑related materials, a reporting issuer that sends proxy‑related materials to a registered holder of voting securities using notice‑and‑access must not include with the proxy‑related materials any information or document that relates to the particulars of any matter to be submitted to the meeting, except for the following: (a) the information required to be included in the notice under paragraph (1) (a); (b) financial statements of the reporting issuer to be approved at the meeting and MD&A related to those financial statements, which may be part of an annual report. (3) A notice under paragraph (1)(a) and the form of proxy may be combined in a single document. 9.1.2 Posting materials on non‑SEDAR website (1) A person or company that posts proxy‑related materials in the manner referred to in subparagraph 9.1.1(1)(d)(ii) must also post on the website the following documents: (a) any disclosure material regarding the meeting that the person or company has sent to registered holders or beneficial owners of voting securities; (b) any written communications the person or company soliciting proxies has made available to the public regarding each matter or group of matters to be voted upon at the meeting, whether or not they were sent to registered holders or beneficial owners of voting securities. (2) Proxy‑related materials that are posted under subparagraph 9.1.1(1)(d)(ii) must be posted in a manner and be in a format that permit an individual with a reasonable level of computer skill and knowledge to do all of the following easily: (a) access, read and search the documents on the website; (b) download and print the documents. 9.1.3 Consent to other delivery methods For greater certainty, section 9.1.1 does not: (a) prevent a registered holder of voting securities from consenting to a person or company’s use of other delivery methods to send proxy‑related materials; (b) terminate or modify a consent that a registered holder of voting securities previously gave to a person or company regarding the use of other delivery methods to send proxy‑related materials; or (c) prevent a person or company from sending proxy‑related materials using a delivery method to which a registered holder has consented prior to February 11, 2013. 9.1.4 Instructions to receive paper copies 1204 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (1) Despite section 9.1.1, a reporting issuer may obtain standing instructions from a registered holder of voting securities that a paper copy of the information circular and, if applicable, the documents in paragraph 9.1.1(2)(b), be sent to the registered holder in all cases when the reporting issuer uses notice‑and‑access. (2) If a reporting issuer has obtained standing instructions from a registered holder under subsection (1), the reporting issuer must do both of the following: (a) include with the notice required by paragraph 9.1.1(1)(a) any paper copies of information circulars and, if applicable, the documents in paragraph 9.1.1(2) (b), required to comply with standing instructions obtained under subsection (1); (b) include with the notice under paragraph (a) a description, or otherwise inform the registered holder of, the means by which the registered holder may revoke the registered holder’s standing instructions. 9.1.5 Compliance with SEC Notice‑and‑Access Rules A reporting issuer that is an SEC issuer can send proxy‑related materials to registered holders under section 9.1 using a delivery method permitted under U.S. federal securities law, if both of the following apply: (a) the SEC issuer is subject to, and complies with Rule 14a‑16 under the 1934 Act; (b) residents of Canada do not own, directly or indirectly, outstanding voting securities carrying more than 50% of the votes for the election of directors, and none of the following apply: (i) the majority of the executive officers or directors of the issuer are residents of Canada; (ii) more than 50% of the consolidated assets of the issuer are located in Canada; (iii) the business of the issuer is administered principally in Canada. 9.2 Exemptions from Sending Information Circular (1) Subsection 9.1(2) does not apply to a solicitation by a person or company in respect of securities of which the person or company is the beneficial owner. (2) Paragraph 9.1(2)(b) does not apply to a solicitation if the total number of securityholders whose proxies are solicited is not more than 15. (3) For the purposes of subsection (2), two or more persons or companies who are joint registered owners of one or more securities are considered to be one securityholder. (4) Despite paragraph 9.1(2)(b), a person or company, other than management of a reporting issuer or a person or company acting on behalf of management, may solicit proxies from registered securityholders of a reporting issuer without sending an information circular, if: (a) the solicitation is made to the public by broadcast, speech or publication; 1205 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) soliciting proxies by broadcast, speech or publication is permitted by the laws under which the reporting issuer is incorporated, organized or continued and the person or company making the solicitation complies with the requirements, if any, of those laws relating to the broadcast, speech or publication; (c) the person or company has filed the following information: (i) the name and address of the reporting issuer to which the solicitation relates; (ii) the information required under item 2, sections 3.2, 3.3 and 3.4 and paragraphs (b) and (d) of item 5 of Form 51‑102F5 Information Circular; (iii) any information required to be disclosed in respect of the broadcast, speech or publication by the laws under which the reporting issuer is incorporated, organized or continued; and (iv) a copy of any communication intended to be published; and (d) the broadcast, speech or publication contains the information referred to in paragraphs (c)(i) to (iii). (5) Subsection (4) does not apply to a person or company that is proposing, at the time of the solicitation, a significant acquisition or restructuring transaction involving the reporting issuer and the person or company, under which securities of the person or company, or securities of an affiliate of the person or company, are to be changed, exchanged, issued or distributed, unless: (a) the person or company has filed an information circular or other document containing the information required by section 14.4 of Form 51‑102F5 Information Circular; and (b) the solicitation refers to that information circular or other document and discloses that the circular or other document is on SEDAR+. (6) Subsection (4) does not apply to a person or company that is nominating or proposing to nominate, at the time of the solicitation, an individual, including himself or herself, for election as a director of the reporting issuer, unless: (a) the person or company has filed an information circular or other document containing the information required by Form 51‑102F5 Information Circular in respect of the proposed nominee; and (b) the solicitation refers to that information circular or other document and discloses that the circular or other document is on SEDAR+. 9.3 Filing of Information Circulars and Proxy‑Related Material A person or company that is required under this Instrument to send an information circular or form of proxy to registered securityholders of a reporting issuer must promptly file a copy of the information circular, form of proxy and all other material required to be sent by the person or company in connection with the meeting to which the information circular or form of proxy relates. 1206 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 9.3.1 Content of Information Circular (1) Subject to Item 8 of Form 51‑102F5, if a reporting issuer is required to send an information circular to a securityholder under paragraph 9.1(2)(a), the issuer must: (a) disclose all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the issuer, or a subsidiary of the issuer, to each NEO and director, in any capacity, including, for greater certainty, all plan and non‑plan compensation, direct or indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given, or otherwise provided to the NEO or director for services provided, directly or indirectly, to the issuer or a subsidiary of the issuer; and (b) include detail and discussion of the compensation, and the decision‑making process relating to compensation, presented in such a way that it provides a reasonable person an understanding of: (i) how decisions about NEO and director compensation are made; (ii) the compensation paid, made payable, awarded, granted, given or otherwise provided to each NEO and director; and (iii) how specific NEO and director compensation relates to the overall stewardship and governance of the reporting issuer. (2) The disclosure required under subsection (1) must be provided for the periods set out in and in accordance with Form 51‑102F6 Statement of Executive Compensation. (2.1) Despite subsection (2), a venture issuer may provide the disclosure required by subsection (1) for the periods set out in and in accordance with Form 51‑102F6V Statement of Executive Compensation ‑ Venture Issuers. (2.2) The disclosure required under subsection (1) must be filed (a) not later than 140 days after the end of the issuer’s most recently completed financial year, in the case of an issuer other than a venture issuer, or (b) not later than 180 days after the end of the issuer’s most recently completed financial year, in the case of a venture issuer. (3) For the purposes of this section, “NEO” and “plan” have the meaning ascribed to those terms in Form 51‑102F6 Statement of Executive Compensation or, for a venture issuer relying on subsection (2.1), in Form 51‑102F6V Statement of Executive Compensation ‑ Venture Issuers. (4) Repealed. 3 Jly 2015 SR 61/2015 s5. (5) Subsection (2.2) applies to an issuer in respect of a financial year beginning on or after July 1, 2015. 1207 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 9.4 Content of Form of Proxy (1) A form of proxy sent to securityholders of a reporting issuer by a person or company soliciting proxies must indicate in bold‑face type whether or not the proxy is solicited by or on behalf of the management of the reporting issuer, provide a specifically designated blank space for dating the form of proxy and specify the meeting in respect of which the proxy is solicited. (2) An information circular sent to securityholders of a reporting issuer or the form of proxy to which the information circular relates must: (a) indicate in bold‑face type that the securityholder has the right to appoint a person or company to represent the securityholder at the meeting other than the person or company if any, designated in the form of proxy; and (b) contain instructions as to the manner in which the securityholder may exercise the right referred to in paragraph (a). (3) If a form of proxy sent to securityholders of a reporting issuer contains a designation of a named person or company as nominee, it must provide an option for the securityholder to designate in the form of proxy some other person or company as the securityholder’s nominee. (4) A form of proxy sent to securityholders of a reporting issuer must provide an option for the securityholder to specify that the securities registered in the securityholder’s name will be voted for or against each matter or group of related matters identified in the form of proxy, in the notice of meeting or in an information circular, other than the appointment of an auditor and the election of directors. (5) A form of proxy sent to securityholders of a reporting issuer may confer discretionary authority with respect to each matter referred to in subsection (4) as to which a choice is not specified if the form of proxy or the information circular states in bold‑face type how the securities represented by the proxy will be voted in respect of each matter or group of related matters. (6) A form of proxy sent to securityholders of a reporting issuer must provide an option for the securityholder to specify that the securities registered in the name of the securityholder must be voted or withheld from voting in respect of the appointment of an auditor or the election of directors. (6.1) Subsection (6) does not apply to a form of proxy sent to securityholders of a reporting issuer in respect of the election of directors if any of the following applies: (a) the reporting issuer is incorporated, organized or continued under the Canada Business Corporations Act (Canada) and complies with subsection 54.1(2) of the Canada Business Corporations Regulations, 2001 (SOR/2001‑512) under the Canada Business Corporations Act (Canada); (b) the reporting issuer (i) is incorporated, organized or continued under the laws of a jurisdiction of Canada or a foreign jurisdiction that contain a requirement substantially similar to subsection 54.1(2) of the Canada Business Corporations Regulations, 2001 (SOR/2001‑512) under the Canada Business Corporations Act (Canada), and (ii) complies with the requirement referred to in subparagraph (i). 1208 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (7) An information circular sent to securityholders of a reporting issuer or the form of proxy to which the information circular relates must state that: (a) the securities represented by the proxy will be voted or withheld from voting in accordance with the instructions of the securityholder on any ballot that may be called for; and (b) if the securityholder specifies a choice under subsection (4), (6) or (6.1) with respect to any matter to be acted upon, the securities will be voted accordingly. (8) A form of proxy sent to securityholders of a reporting issuer may confer discretionary authority with respect to: (a) amendments or variations to matters identified in the notice of meeting; and (b) other matters which may properly come before the meeting; if: (c) the person or company by whom or on whose behalf the solicitation is made is not aware within a reasonable time before the time the solicitation is made that any of those amendments, variations or other matters are to be presented for action at the meeting; and (d) a specific statement is made in the information circular or in the form of proxy that the proxy is conferring such discretionary authority. (9) A form of proxy sent to securityholders of a reporting issuer must not confer authority to vote: (a) for the election of any person as a director of a reporting issuer unless a bona fide proposed nominee for that election is named in the information circular or, in the case of a solicitation under subsection 9.2(4), the document required under paragraph 9.2(6)(a); or (b) at any meeting other than the meeting specified in the notice of meeting or any adjournment of that meeting. 9.5 Exemption Sections 9.1 to 9.4 do not apply to a reporting issuer, or a person or company that solicits proxies from registered holders of voting securities of a reporting issuer, if: (a) the reporting issuer or other person or company complies with the requirements of the laws relating to the solicitation of proxies under which the reporting issuer is incorporated, organized or continued; (b) the requirements referred to in subsection (a) are substantially similar to the requirements of this Part; and (c) the reporting issuer or other person or company files a copy of any information circular and form of proxy, or other documents that contain substantially similar information, promptly after the reporting issuer or other person or company sends the circular, form or other document in connection with the meeting. 1209 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 10 RESTRICTED SECURITY DISCLOSURE 10.1 Restricted Security Disclosure (1) Except as otherwise provided in section 10.3, if a reporting issuer has outstanding restricted securities, or securities that are directly or indirectly convertible into or exercisable or exchangeable for restricted securities or securities that will, when issued, result in an existing class of outstanding securities being considered restricted securities, each document referred to in subsection (2) must: (a) refer to restricted securities using a term that includes the appropriate restricted security term; (b) not refer to securities by a term that includes “common”, or “preference” or “preferred”, unless the securities are common shares or preference shares, respectively; (c) describe any restrictions on the voting rights of restricted securities; (d) describe the rights to participate, if any, of holders of restricted securities if a takeover bid is made for securities of the reporting issuer with voting rights superior to those attached to the restricted securities; (e) state the percentage of the aggregate voting rights attached to the reporting issuer’s securities that are represented by the class of restricted securities; and (f) if holders of restricted securities have no right to participate if a takeover bid is made for securities of the reporting issuer with voting rights superior to those attached to the restricted securities, contain a statement to that effect in bold‑face type. (2) Subsection (1) applies to the following documents except as provided in subsections (3) and (6): (a) an information circular; (b) a document required by this Instrument to be delivered upon request by a reporting issuer to any of its securityholders; and (c) an AIF prepared by a reporting issuer. (3) Despite subsection (2), annual financial statements, an interim financial report and MD&A or other accompanying discussion by management of those financial statements are not required to include the details referred to in paragraphs (1) (c), (d), (e) and (f). (4) Each reference to restricted securities in any document not referred to in subsection (2) that a reporting issuer sends to its securityholders must include the appropriate restricted security term. (5) A reporting issuer must not refer, in any of the documents described in subsection (4), to securities by a term that includes “common” or “preference” or “preferred”, unless the securities are common shares or preference shares, respectively. 1210 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (6) Despite paragraph (1)(b) and subsection (5), a reporting issuer may, in one place only in a document referred to in subsection (2) or (4), describe the restricted securities by the term used in the constating documents of the reporting issuer, to the extent that term differs from the appropriate restricted security term, if the description is not on the front page of the document and is in the same type face and type size as that used generally in the document. 10.2 Dissemination of Disclosure Documents to Holder of Restricted Securities (1) If a reporting issuer sends a document to all holders of any class of its equity securities the document must also be sent by the reporting issuer at the same time to the holders of its restricted securities. (2) A reporting issuer that is required by this Instrument to arrange for, or voluntarily makes arrangements for, delivery of the documents referred to in subsection (1) to the beneficial owners of any securities of a class of equity securities registered in the name of a registrant, must make similar arrangements for delivery of the documents to the beneficial owners of securities of a class of restricted securities registered in the name of the registrant. 10.3 Exemptions for Certain Reporting Issuers The provisions of sections 10.1 and 10.2 do not apply to: (a) securities that carry a right to vote subject to a restriction on the number or percentage of securities that may be voted or owned by persons or companies that are not citizens or residents of Canada or that are otherwise considered as a result of any law applicable to the reporting issuer to be non‑Canadians, but only to the extent of the restriction; and (b) securities that are subject to a restriction, imposed by any law governing the reporting issuer, on the level of ownership of the securities by any person, company or combination of persons or companies, but only to the extent of the restriction. PART 11 ADDITIONAL FILING REQUIREMENTS 11.1 Additional Disclosure Requirements (1) A reporting issuer must file a copy of any disclosure material: (a) that it sends to its securityholders; (b) in the case of an SEC issuer, that it files with or furnishes to the SEC under the 1934 Act, including material filed as exhibits to other documents, if the material contains information that has not been included in disclosure already filed in a jurisdiction by the SEC issuer; or (c) that it files with another provincial or territorial securities regulatory authority or regulator other than in connection with a distribution. (2) A reporting issuer must file the material referred to in subsection (1) on the same date as, or as soon as practicable after, the earlier of: 1211 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (a) the date on which the reporting issuer sends the material to its securityholders; (b) the date on which the reporting issuer files or furnishes the material to the SEC; and (c) the date on which the reporting issuer files that material with the other provincial or territorial securities regulatory authority or regulator. 11.2 Change of Status Report A reporting issuer must file a notice promptly after the occurrence of either of the following: (a) the reporting issuer becomes a venture issuer; or (b) the reporting issuer ceases to be a venture issuer. 11.3 Voting Results A reporting issuer that is not a venture issuer must, promptly following a meeting of securityholders at which a matter was submitted to a vote, file a report that discloses, for each matter voted upon: (a) a brief description of the matter voted upon and the outcome of the vote; and (b) if the vote was conducted by ballot, including a vote on a matter in which votes are cast both in person and by proxy, the number or percentage of votes cast for, against or withheld from the vote. 11.4 Financial Information A reporting issuer must file a copy of any news release issued by it that discloses information regarding its historical or prospective financial performance or financial condition for a financial year or interim period. 11.5 Re‑filing Documents If a reporting issuer decides it will: (a) re‑file a document filed under this Instrument; or (b) re‑state financial information for comparative periods in financial statements for reasons other than retrospective application of a change in an accounting standard or policy or a new accounting standard;

and the information in the re‑filed document, or re‑stated financial information, will differ materially from the information originally filed, the issuer must immediately issue and file a news release authorized by an executive officer disclosing the nature and substance of the change or proposed changes. 11.6 Executive Compensation Disclosure for Certain Reporting Issuers (1) A reporting issuer that is not required to send to its securityholders an information circular and does not send an information circular that includes the disclosure required by Item 8 of Form 51‑102F5 and that does not file an AIF that includes the executive compensation disclosure required by Item 18 of Form 51‑102F2 must: 1212 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) disclose all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the issuer, or a subsidiary of the issuer, to each NEO and director, in any capacity, including, for greater certainty, all plan and non‑plan compensation, direct or indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given, or otherwise provided to the NEO or director for services provided, directly or indirectly, to the issuer or a subsidiary of the issuer; and (b) include detail and discussion of the compensation, and the decision‑making process relating to compensation, presented in such a way that it provides a reasonable person an understanding of: (i) how decisions about NEO and director compensation are made; (ii) the compensation paid, made payable, awarded, granted, given or otherwise provided to each NEO and director; and (iii) how specific NEO and director compensation relates to the overall stewardship and governance of the reporting issuer. (2) The disclosure required under subsection (1) must be provided for the periods set out in, and in accordance with, Form 51‑102F6 Statement of Executive Compensation. (2.1) Despite subsection (2), a reporting issuer that is a venture issuer may provide the disclosure required under subsection (1) for the periods set out in and in accordance with Form 51‑102F6V Statement of Executive Compensation ‑ Venture Issuers. (3) The disclosure required under subsection (1) must be filed not later than 140 days after the end of the reporting issuer’s most recently completed financial year. (4) For the purposes of this section, “NEO” and “plan” have the meaning ascribed to those terms in Form 51‑102F6 Statement of Executive Compensation or, for a venture issuer relying on subsection (2.1), in Form 51‑102F6V Statement of Executive Compensation ‑ Venture Issuers. (5) This section does not apply to an issuer that satisfies securities legislation requirements relating to information circulars, proxies and proxy solicitation under section 4.6 or 5.7 of National Instrument 71‑102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers. (6) Repealed. 3 Jly 2015 SR 61/2015 s5. PART 12 FILING OF CERTAIN DOCUMENTS 12.1 Filing of Documents Affecting the Rights of Securityholders (1) A reporting issuer must file copies of the following documents, and any material amendments to the following documents, unless previously filed: (a) articles of incorporation, amalgamation, continuation or any other constating or establishing documents of the issuer, unless the constating or establishing document is a statutory or regulatory instrument; (b) by‑laws or other corresponding instruments currently in effect; 1213 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) any securityholder or voting trust agreement that the reporting issuer has access to and that can reasonably be regarded as material to an investor in securities of the reporting issuer; (d) any securityholders” rights plans or other similar plans; and (e) any other contract of the issuer or a subsidiary of the issuer that creates or can reasonably be regarded as materially affecting the rights or obligations of its securityholders generally. (2) A document required to be filed under subsection (1) may be filed in paper format if: (a) it is dated before March 30, 2004; and (b) it does not exist electronically. 12.2 Filing of Material Contracts (1) Unless previously filed, a reporting issuer must file a material contract entered into: (a) within the last financial year; or (b) before the last financial year if that material contract is still in effect. (2) Despite subsection (1), a reporting issuer is not required to file a material contract entered into in the ordinary course of business unless the material contract is: (a) a contract to which directors, officers, or promoters are parties other than a contract of employment; (b) a continuing contract to sell the majority of the reporting issuer’s products or services or to purchase the majority of the reporting issuer’s requirements of goods, services, or raw materials; (c) a franchise or licence or other agreement to use a patent, formula, trade secret, process or trade name; (d) a financing or credit agreement with terms that have a direct correlation with anticipated cash distributions; (e) an external management or external administration agreement; or (f) a contract on which the reporting issuer’s business is substantially dependent. (3) A provision in a material contract filed pursuant to subsections (1) or (2) may be omitted or marked to be unreadable if an executive officer of the reporting issuer reasonably believes that disclosure of that provision would be seriously prejudicial to the interests of the reporting issuer or would violate confidentiality provisions. (4) Subsection (3) does not apply if the provision relates to: 1214 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) debt covenants and ratios in financing or credit agreements; (b) events of default or other terms relating to the termination of the material contract; or (c) other terms necessary for understanding the impact of the material contract on the business of the reporting issuer. (5) If a provision is omitted or marked to be unreadable under subsection (3), the reporting issuer must include a description of the type of information that has been omitted or marked to be unreadable immediately after the provision in the copy of the material contract filed by the reporting issuer. (6) Despite subsections (1) and (2), a reporting issuer is not required to file a material contract entered into before January 1, 2002. 12.3 Time for Filing of Documents The documents required to be filed under sections 12.1 and 12.2 must be filed no later than the time the reporting issuer files a material change report in Form 51‑102F3, if the making of the document constitutes a material change for the issuer, and (a) no later than the time the reporting issuer’s AIF is filed under section 6.1, if the document was made or adopted before the date of the issuer’s AIF; or (b) if the reporting issuer is not required to file an AIF under section 6.1, within 120 days after the end of the issuer’s most recently completed financial year, if the document was made or adopted before the end of the issuer’s most recently completed financial year. PART 13 EXEMPTIONS 13.1 Exemptions from this Instrument (1) The regulator or 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. (2) Despite subsection (1), in Ontario only the regulator may grant such an exemption. (3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14‑101 Definitions opposite the name of the local jurisdiction. 13.2 Existing Exemptions (1) A reporting issuer that was entitled to rely on an exemption, waiver or approval granted to it by a regulator or securities regulatory authority relating to continuous disclosure requirements of securities legislation or securities directions existing immediately before this Instrument came into force is exempt from any substantially similar provision of this Instrument to the same extent and on the same conditions, if any, as contained in the exemption, waiver or approval. (2) A reporting issuer must, at the time that it first intends to rely on subsection (1) in connection with a filing requirement under this Instrument, inform the securities regulatory authority in writing of: (a) the general nature of the prior exemption, waiver or approval and the date on which it was granted; and 1215 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the requirement under prior securities legislation or securities directions in respect of which the prior exemption, waiver or approval applied and the substantially similar provision of this Instrument. 13.3 Exemption for Certain Exchangeable Security Issuers (1) In this section: “designated Canadian jurisdiction” means Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, Ontario, Québec, or Saskatchewan; “designated exchangeable security” means an exchangeable security which provides the holder of the security with economic and voting rights which are, as nearly as possible except for tax implications, equivalent to the underlying securities; “exchangeable security” means a security of an issuer that is exchangeable for, or carries the right of the holder to purchase, or of the parent issuer to cause the purchase of, an underlying security; “exchangeable security issuer” means a person or company that has issued an exchangeable security; “parent issuer”, when used in relation to an exchangeable security issuer, means the person or company that issues the underlying security; and “underlying security” means a security of a parent issuer issued or transferred, or to be issued or transferred, on the exchange of an exchangeable security. (2) Except as provided in this subsection, an exchangeable security issuer satisfies the requirements in this Instrument if: (a) the parent issuer is the beneficial owner of all the issued and outstanding voting securities of the exchangeable security issuer; (b) the parent issuer is either: (i) an SEC issuer with a class of securities listed or quoted on a U.S. marketplace that has filed all documents it is required to file with the SEC; or (ii) a reporting issuer in a designated Canadian jurisdiction that has filed all documents it is required to file under this Instrument; (c) the exchangeable security issuer does not issue any securities, and does not have any securities outstanding, other than: (i) designated exchangeable securities; (ii) securities issued to and held by the parent issuer or an affiliate of the parent issuer; (iii) debt securities issued to and held by banks, loan corporations, loan and investment corporations, savings companies, trust corporations, treasury branches, savings or credit unions, financial services cooperatives, insurance companies or other financial institutions; or (iv) securities issued under exemption from the prospectus requirement in section 2.35 of National Instrument 45‑106 Prospectus Exemptions; (d) the exchangeable security issuer files electronically: 1216 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (i) if the parent issuer is not a reporting issuer in a designated Canadian jurisdiction, copies of all documents the parent issuer is required to file with the SEC under the 1934 Act, at the same time as, or as soon as practicable after, the filing by the parent issuer of those documents with the SEC; or (ii) if the parent issuer is a reporting issuer in a designated Canadian jurisdiction: (A) a notice indicating that the exchangeable security issuer is relying on the continuous disclosure documents filed by its parent issuer and setting out where those documents can be found electronically, if the parent issuer is a reporting issuer in the local jurisdiction; or (B) copies of all documents the parent issuer is required to file under securities legislation, other than in connection with a distribution, at the same time as the filing by the parent issuer of those documents with a securities regulatory authority or regulator; (e) the exchangeable security issuer concurrently sends to all holders of designated exchangeable securities all disclosure materials that are sent to holders of the underlying securities in the manner and at the time required by: (i) U.S. laws and any U.S. marketplace on which securities of the parent issuer are listed or quoted, if the parent issuer is not a reporting issuer in a designated Canadian jurisdiction; or (ii) securities legislation, if the parent issuer is a reporting issuer in a designated Canadian jurisdiction; (f) the parent issuer: (i) complies with U.S. laws and the requirements of any U.S. marketplace on which the securities of the parent issuer are listed or quoted if the parent issuer is not a reporting issuer in a designated Canadian jurisdiction, or securities legislation if the parent issuer is a reporting issuer in a designated Canadian jurisdiction, in respect of making public disclosure of material information on a timely basis; and (ii) immediately issues in Canada and files any news release that discloses a material change in its affairs; (g) the exchangeable security issuer issues in Canada a news release and files a material change report in accordance with Part 7 of this Instrument for all material changes in respect of the affairs of the exchangeable security issuer that are not also material changes in the affairs of its parent issuer; and (h) the parent issuer includes in all mailings of proxy solicitation materials to holders of designated exchangeable securities a clear and concise statement that: (i) explains the reason the mailed material relates solely to the parent issuer; (ii) indicates that the designated exchangeable securities are the economic equivalent to the underlying securities; and 1217 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (iii) describes the voting rights associated with the designated exchangeable securities. (3) The insider reporting requirement and the requirement to file an insider profile under National Instrument 55‑102 System for Electronic Disclosure by Insiders does not apply to any insider of an exchangeable security issuer in respect of securities of the exchangeable security issuer so long as: (a) if the insider is not the parent issuer: (i) the insider does not receive, in the ordinary course, information as to material facts or material changes concerning the parent issuer before the material facts or material changes are generally disclosed; and (ii) the insider is not an insider of the parent issuer in any capacity other than by virtue of being an insider of the exchangeable security issuer; (b) the parent issuer is the beneficial owner of all of the issued and outstanding voting securities of the exchangeable security issuer; (c) if the insider is the parent issuer, the insider does not beneficially own any designated exchangeable securities other than securities acquired through the exercise of the exchange right and not subsequently traded by the insider; (d) the parent issuer is an SEC issuer or a reporting issuer in a designated Canadian jurisdiction; and (e) the exchangeable security issuer has not issued any securities and does not have any securities outstanding, other than: (i) designated exchangeable securities; (ii) securities issued to and held by the parent issuer or an affiliate of the parent issuer; (iii) debt securities issued to and held by banks, loan corporations, loan and investment corporations, savings companies, trust corporations, treasury branches, savings or credit unions, financial services cooperatives, insurance companies or other financial institutions; and (iv) securities issued under exemption from the prospectus requirement in section 2.35 of National Instrument 45‑106 Prospectus Exemptions. 13.4 Exemption for Certain Credit Support Issuers (1) In this section: “alternative credit support” means support, other than a guarantee, for the payments to be made by the issuer, as stipulated in the terms of the securities or in an agreement governing rights of, or granting rights to, holders of the securities that: 1218 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) obliges the person or company providing the support to provide the issuer with funds sufficient to enable the issuer to make the stipulated payments; or (b) entitles the holder of the securities to receive, from the person or company providing the support, payment if the issuer fails to make a stipulated payment; “credit support issuer” means an issuer of securities for which a credit supporter has provided a guarantee or alternative credit support; “credit supporter” means a person or company that provides a guarantee or alternative credit support for any of the payments to be made by an issuer of securities as stipulated in the terms of the securities or in an agreement governing rights of, or granting rights to, holders of the securities; “designated Canadian jurisdiction” means Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, Ontario, Québec or Saskatchewan; “designated credit support securities” means: (a) non‑convertible debt securities or convertible debt securities that are convertible into non‑convertible securities of the credit supporter; or (b) non‑convertible preferred shares or convertible preferred shares that are convertible into securities of the credit supporter; in respect of which a parent credit supporter has provided: (c) alternative credit support that: (i) entitles the holder of the securities to receive payment from the credit supporter, or enables the holder to receive payment from the credit support issuer, within 15 days of any failure by the credit support issuer to make a payment; and (ii) results in the securities receiving the same credit rating as, or a higher credit rating than, the credit rating they would have received if payment had been fully and unconditionally guaranteed by the credit supporter, or would result in the securities receiving such a rating if they were rated; or (d) a full and unconditional guarantee of the payments to be made by the credit support issuer, as stipulated in the terms of the securities or in an agreement governing the rights of holders of the securities, that results in the holder of such securities being entitled to receive payment from the credit supporter within 15 days of any failure by the credit support issuer to make a payment; “parent credit supporter” means a credit supporter of which the reporting issuer is a subsidiary; “subsidiary credit supporter” means a credit supporter that is a subsidiary of the parent credit supporter; and 1219 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “summary financial information” includes the following line items: (a) revenue; (b) profit or loss from continuing operations attributable to owners of the parent; (c) profit or loss attributable to owners of the parent; and (d) unless the accounting principles used to prepare the financial statements of the person or company permits the preparation of the person or company’s statement of financial position without classifying assets and liabilities between current and non‑current and the person or company provides alternative meaningful financial information which is more appropriate to the industry: (i) current assets; (ii) non‑current assets; (iii) current liabilities; and (iv) non‑current liabilities. [Note: See section 1.1 of the Instrument for the definitions of “profit or loss attributable to owners of the parent” and “profit or loss from continuing operations attributable to owners of the parent”.] (1.1) For the purposes of subparagraph (2)(g)(ii), consolidating summary financial information must be prepared on the following basis: (a) an entity’s annual or interim summary financial information must be derived from the entity’s financial information underlying the corresponding consolidated financial statements of the parent credit supporter for the corresponding period; (b) the parent credit supporter column must account for investments in all subsidiaries under the equity method; and (c) all subsidiary entity columns must account for investments in non‑credit supporter subsidiaries under the equity method. (2) Except as provided in this section, a credit support issuer satisfies the requirements in this Instrument if: (a) the parent credit supporter is the beneficial owner of all the outstanding voting securities of the credit support issuer; (b) the parent credit supporter is either: (i) an SEC issuer that is incorporated or organized under the laws of the United States of America or any state or territory of the United States of America or the District of Columbia and that has filed all documents it is required to file with the SEC; or (ii) subject to subsection (4), a reporting issuer in a designated Canadian jurisdiction that has filed all documents it is required to file under this Instrument; 1220 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) the credit support issuer does not issue any securities, and does not have any securities outstanding, other than: (i) designated credit support securities; (ii) securities issued to and held by the parent credit supporter or an affiliate of the parent credit supporter; (iii) debt securities issued to and held by banks, loan corporations, loan and investment corporations, savings companies, trust corporations, treasury branches, savings or credit unions, financial services cooperatives, insurance companies or other financial institutions; or (iv) securities issued under exemption from the prospectus requirement in section 2.35 of National Instrument 45‑106 Prospectus Exemptions; (d) the credit support issuer files electronically: (i) if the parent credit supporter is not a reporting issuer in a designated Canadian jurisdiction, copies of all documents the parent credit supporter is required to file with the SEC under the 1934 Act, at the same time or as soon as practicable after the filing by the parent credit supporter of those documents with the SEC; or (ii) if the parent credit supporter is a reporting issuer in a designated Canadian jurisdiction: (A) a notice indicating that the credit support issuer is relying on the continuous disclosure documents filed by the parent credit supporter and setting out where those documents can be found for viewing electronically, if the credit support issuer is a reporting issuer in the local jurisdiction; or (B) copies of all documents the parent credit supporter is required to file under securities legislation, other than in connection with a distribution, at the same time as the filing by the parent credit supporter of those documents with a securities regulatory authority or regulator; (e) if the parent credit supporter is not a reporting issuer in a designated Canadian jurisdiction, the parent credit supporter: (i) complies with U.S. laws and the requirements of any U.S. marketplace on which securities of the parent credit supporter are listed or quoted in respect of making public disclosure of material information on a timely basis; and (ii) immediately issues in Canada and files any news release that discloses a material change in its affairs; 1221 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (f) the credit support issuer issues in Canada a news release and files a material change report in accordance with Part 7 for all material changes in respect of the affairs of the credit support issuer that are not also material changes in the affairs of the parent credit supporter; (g) the credit support issuer files, electronically, in the notice referred to in clause (d)(ii)(A) or in or with the copy of each consolidated interim financial report and consolidated annual financial statements filed under subparagraph (d)(i) or clause (d)(ii)(B), either: (i) a statement that the financial results of the credit support issuer are included in the consolidated financial results of the parent credit supporter, if at that time: (A) the credit support issuer has minimal assets, operations, revenue or cash flows other than those related to the issuance, administration and repayment of the securities described in paragraph (c); and (B) each item of the summary financial information of the subsidiaries of the parent credit supporter on a combined basis, other than the credit support issuer, represents less than 3% of the corresponding items on the consolidated financial statements of the parent credit supporter being filed or referred to under paragraph (d); or (ii) for the periods covered by the consolidated interim financial report or consolidated annual financial statements of the parent credit supporter filed, consolidating summary financial information for the parent credit supporter presented with a separate column for each of the following: (A) the parent credit supporter; (B) the credit support issuer; (C) any other subsidiaries of the parent credit supporter on a combined basis; (D) consolidating adjustments; and (E) the total consolidated amounts; (h) the credit support issuer files a corrected notice under clause (d)(ii)(A) if the credit support issuer filed the notice with the statement contemplated in subparagraph (g)(i) and the credit support issuer can no longer rely on subparagraph (g)(i); (i) in the case of designated credit support securities that include debt, the credit support issuer concurrently sends to all holders of such securities all disclosure materials that are sent to holders of similar debt of the parent credit supporter in the manner and at the time required by: 1222 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (i) U.S. laws and any U.S. marketplace on which securities of the parent credit supporter are listed or quoted, if the parent credit supporter is not a reporting issuer in a designated Canadian jurisdiction; or (ii) securities legislation, if the parent credit supporter is a reporting issuer in a designated Canadian jurisdiction; (j) in the case of designated credit support securities that include preferred shares, the credit support issuer concurrently sends to all holders of such securities all disclosure materials that are sent to holders of similar preferred shares of the parent credit supporter in the manner and at the time required by: (i) U.S. laws and any U.S. marketplace on which securities of the parent credit supporter are listed or quoted, if the parent credit supporter is not a reporting issuer in a designated Canadian jurisdiction; or (ii) securities legislation, if the parent credit supporter is a reporting issuer in a designated Canadian jurisdiction; and (k) no person or company other than the parent credit supporter has provided a guarantee or alternative credit support for the payments to be made under any issued and outstanding securities of the credit support issuer. (2.1) A credit support issuer satisfies the requirements of this Instrument where there is a parent credit supporter and one or more subsidiary credit supporters if: (a) the conditions in paragraphs (2)(a) to (f), (i), and (j) are complied with; (b) the parent credit supporter controls each subsidiary credit supporter and the parent credit supporter has consolidated the financial statements of each subsidiary credit supporter into the parent credit supporter’s financial statements that are filed or referred to under paragraph (2)(d); (c) the credit support issuer files, in electronic format, in the notice referred to in clause (2)(d)(ii)(A) or in or with the copy of each consolidated interim financial report and the consolidated annual financial statements filed under subparagraph (2)(d)(i) or clause (2)(d)(ii)(B), for a period covered by any consolidated interim financial report or consolidated annual financial statements of the parent credit supporter filed by the parent credit supporter, consolidating summary financial information for the parent credit supporter presented with a separate column for each of the following: (i) the parent credit supporter; (ii) the credit support issuer; (iii) each subsidiary credit supporter on a combined basis; (iv) any other subsidiaries of the parent credit supporter on a combined basis; (v) consolidating adjustments; and (vi) the total consolidated amounts; 1223 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (d) no person or company, other than the parent credit supporter or a subsidiary credit supporter has provided a guarantee or alternative credit support for the payments to be made under the issued and outstanding designated credit support securities; and (e) the guarantees or alternative credit supports are joint and several. (2.2) Despite paragraph (2.1)(c), the information set out in a column in accordance with: (a) subparagraph (2.1)(c)(iv), may be combined with the information set out in accordance with any of the other columns in paragraph (2.1)(c) if each item of the summary financial information set out in a column in accordance with subparagraph (2.1)(c)(iv) represents less than 3% of the corresponding items on the consolidated financial statements of the parent credit supporter being filed or referred to under paragraph (2)(d); (b) subparagraph (2.1)(c)(ii) may be combined with the information set out in accordance with any of the other columns in paragraph (2.1)(c) if the credit support issuer has minimal assets, operations, revenue or cash flows other than those related to the issuance, administration and repayment of the securities described in paragraph (2)(c). (3) The insider reporting requirement and the requirement to file an insider profile under National Instrument 55‑102 System for Electronic Disclosure by Insiders do not apply to an insider of a credit support issuer in respect of securities of the credit support issuer so long as: (a) the conditions in paragraphs (2)(a) to (c) are complied with; (b) if the insider is not a credit supporter: (i) the insider does not receive, in the ordinary course, information as to material facts or material changes concerning a credit supporter before the material facts or material changes are generally disclosed; and (ii) the insider is not an insider of a credit supporter in any capacity other than by virtue of being an insider of the credit support issuer; and (c) if the insider is a credit supporter, the insider does not beneficially own any designated credit support securities. (4) A parent credit supporter is not a reporting issuer in a designated Canadian jurisdiction for the purposes of subparagraph (2)(b)(ii) if the parent credit supporter complies with a requirement of this Instrument by relying on a provision of National Instrument 71‑102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers. PART 14 EFFECTIVE DATE AND TRANSITION 14.1 Effective Date This Instrument comes into force on March 30, 2004. 14.2 Transition Despite section 14.1, section 5.7 applies for financial years of the reporting issuer beginning on or after January 1, 2007. 1224 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 14.3 Transition ‑ Interim Financial Report (1) Despite section 4.4 and paragraph 4.10(2)(c), the first interim financial report required to be filed in the year of adopting IFRS in respect of an interim period beginning on or after January 1, 2011 may be filed: (a) in the case of a reporting issuer other than a venture issuer, on or before the earlier of: (i) the 75th day after the end of the interim period; and (ii) the date of filing, in a foreign jurisdiction, an interim financial report for a period ending on the last day of the interim period; or (b) in the case of a venture issuer, on or before the earlier of: (i) the 90th day after the end of the interim period; and (ii) the date of filing, in a foreign jurisdiction, an interim financial report for a period ending on the last day of the interim period. (2) Despite subsection 5.1(2), the MD&A required to be filed under subsection 5.1(1) relating to the first interim financial report required to be filed in the year of adopting IFRS in respect of an interim period beginning on or after January 1, 2011 may be filed on or before the earlier of: (a) the filing deadline for the interim financial report set out in subsection (1); and (b) the date the reporting issuer files the interim financial report under subsections (1) or 4.3(1), as applicable. (3) Despite subsection 4.6(3), if a registered holder or beneficial owner of securities, other than debt instruments, of a reporting issuer requests the issuer’s first interim financial report required to be filed in the year of adopting IFRS in respect of an interim period beginning on or after January 1, 2011, the reporting issuer may send a copy of the required interim financial report and the interim MD&A relating to the interim financial report to the person or company that made the request, without charge, by the later of: (a) in the case of a reporting issuer relying on subsection (1), 10 calendar days after the filing deadline set out in subsection (1), for the financial statements requested; (b) in the case of a reporting issuer not relying on subsection (1), 10 calendar days after the filing deadline in subparagraph 4.4(a)(i) or 4.4(b) (i), subsection 4.10(2) or subsection 14.3(1), as applicable, for the financial statements requested; and (c) 10 calendar days after the issuer receives the request. (4) Subsections (1), (2) and (3) do not apply unless the reporting issuer: (a) is disclosing, for the first time, a statement of compliance with International Accounting Standard 34 Interim Financial Reporting; and (b) did not previously file financial statements that disclosed compliance with IFRS. (5) Subsections (1), (2) and (3) do not apply if the first interim financial report is in respect of an interim period ending after March 30, 2012. 1225 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 51‑102F1 MANAGEMENT’S DISCUSSION & ANALYSIS PART 1 GENERAL PROVISIONS (a) What is MD&A? MD&A is a narrative explanation, through the eyes of management, of how your company performed during the period covered by the financial statements, and of your company’s financial condition and future prospects. MD&A complements and supplements your financial statements, but does not form part of your financial statements. Your objective when preparing the MD&A should be to improve your company’s overall financial disclosure by giving a balanced discussion of your company’s financial performance and financial condition including, without limitation, such considerations as liquidity and capital resources ‑ openly reporting bad news as well as good news. Your MD&A should: • help current and prospective investors understand what the financial statements show and do not show; • discuss material information that may not be fully reflected in the financial statements, such as contingent liabilities, defaults under debt, off‑balance sheet financing arrangements, or other contractual obligations; • discuss important trends and risks that have affected the financial statements, and trends and risks that are reasonably likely to affect them in the future; and • provide information about the quality, and potential variability, of your company’s profit or loss and cash flow, to assist investors in determining if past performance is indicative of future performance. (b) Date of Information In preparing the MD&A, you must take into account information available up to the date of the MD&A. If the date of the MD&A is not the date it is filed, you must ensure the disclosure in the MD&A is current so that it will not be misleading when it is filed. (c) Use of “Company” Wherever this Form uses the word “company”, the term includes other types of business organizations such as partnerships, trusts and other unincorporated business entities. (d) Explain Your Analysis Explain the nature of, and reasons for, changes in your company’s performance. Do not simply disclose the amount of change in a financial statement item from period to period. Avoid using boilerplate language. Your discussion should assist the reader to understand trends, events, transactions and expenditures. (e) Focus on Material Information Focus your MD&A on material information. You do not need to disclose information that is not material. Exercise your judgment when determining whether information is material. 1226 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (f) What is Material? Would a reasonable investor’s decision whether or not to buy, sell or hold securities in your company likely be influenced or changed if the information in question was omitted or misstated? If so, the information is likely material. (g) Venture Issuers If your company is a venture issuer, you have the option of meeting the requirement to provide interim MD&A under section 2.2 by instead providing quarterly highlights disclosure. Refer to Companion Policy 51‑102CP for guidance on quarterly highlights. If your company is a venture issuer without significant revenue from operations, in your MD&A including any quarterly highlights, focus your discussion and analysis of financial performance on expenditures and progress towards achieving your business objectives and milestones. (h) Reverse Takeover Transactions If an acquisition is a reverse takeover, the MD&A should be based on the reverse takeover acquirer’s financial statements. (i) [Repealed] (j) Resource Issuers If your company has mineral projects, your disclosure must comply with National Instrument 43‑101 Standards of Disclosure for Mineral Projects, including the requirement that all scientific and technical disclosure be based on a technical report or other information prepared by or under the supervision of a qualified person. If your company has oil and gas activities, your disclosure must comply with National Instrument 51‑101 Standards of Disclosure for Oil and Gas Activities. (k) Numbering and Headings The numbering, headings and ordering of items included in this Form are guidelines only. You do not need to include the headings or numbering or follow the order of items in this Form. Disclosure provided in response to any item need not be repeated elsewhere. (l) Omitting Information You do not need to respond to any item in this Form that is inapplicable. (m) Defined Terms If a term is used but not defined in this Form, refer to Part 1 of National Instrument 51‑102 and to National Instrument 14‑101 Definitions. If a term is used in this Form and is defined in both the securities statute of the local jurisdiction and in National Instrument 51‑102, refer to section 1.4 of Companion Policy 51‑102CP for further guidance. This Form also uses accounting terms that are defined or used in Canadian GAAP applicable to publicly accountable enterprises. For further guidance, see subsections 1.4(7) and (8) of Companion Policy 51‑102CP. 1227 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (n) Plain Language Write the MD&A so that readers are able to understand it. Refer to the plain language principles listed in section 1.5 of Companion Policy 51‑102CP for further guidance. If you use technical terms, explain them in a clear and concise manner. (o) Available Prior Period Information If you have not presented comparative financial information in your financial statements, in your MD&A you must provide prior period information relating to financial performance that is available. (p) Use of “Financial Condition” This Form uses the term “financial condition”. Financial condition reflects the overall health of the company and includes your company’s financial position (as shown on the statement of financial position) and other factors that may affect your company’s liquidity, capital resources and solvency. PART 2 CONTENT OF MD&A Item 1 Annual MD&A 1.1 Date Specify the date of your MD&A. The date of the MD&A must be no earlier than the date of the auditor’s report on the annual financial statements for your company’s most recently completed financial year. 1.2 Overall Performance Provide an analysis of your company’s financial condition, financial performance and cash flows. Discuss known trends, demands, commitments, events or uncertainties that are reasonably likely to have an effect on your company’s business. Compare your company’s performance in the most recently completed financial year to the prior year’s performance. Your analysis should address at least the following: (a) operating segments that are reportable segments as those terms are described in the issuer’s GAAP; (b) other parts of your business if: (i) they have a disproportionate effect on revenue, profit or loss or cash needs; or (ii) there are any legal or other restrictions on the flow of funds from one part of your company’s business to another; (c) industry and economic factors affecting your company’s performance; (d) why changes have occurred or expected changes have not occurred in your company’s financial condition and financial performance; and (e) the effect of discontinued operations on current operations. 1228 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) INSTRUCTIONS: (i) When explaining changes in your company’s financial condition and results, include an analysis of the effect on your continuing operations of any acquisition, disposition, write‑off, abandonment or other similar transaction. (ii) A discussion of financial condition should include important trends and risks that have affected the financial statements, and trends and risks that are reasonably likely to affect them in the future. (iii) Include information for a period longer than two financial years if it will help the reader to better understand a trend. 1.3 Selected Annual Information (1) Provide the following financial data derived from your company’s annual financial statements for each of the three most recently completed financial years: (a) total revenue; (b) profit or loss from continuing operations attributable to owners of the parent, in total and on a per‑share and diluted per‑share basis; (c) profit or loss attributable to owners of the parent, in total and on a per‑share and diluted per‑share basis; (d) total assets; (e) total non‑current financial liabilities; and (f) distributions or cash dividends declared per‑share for each class of share. (2) Discuss the factors that have caused period to period variations including discontinued operations, changes in accounting policies, significant acquisitions or dispositions and changes in the direction of your business, and any other information your company believes would enhance an understanding of, and would highlight trends in, financial position and financial performance. INSTRUCTIONS: (i) For each of the three most recently completed financial years, indicate the accounting principles that the financial data has been prepared in accordance with, the presentation currency and the functional currency if different from the presentation currency. (ii) If the financial data provided was not prepared in accordance with the same accounting principles for all three years, focus the discussion on the important trends and risks that have affected the business. 1.4 Discussion of Operations Discuss your analysis of your company’s operations for the most recently completed financial year, including: (a) total revenue by reportable segment, including any changes in such amounts caused by selling prices, volume or quantity of goods or services being sold, or the introduction of new products or services; (b) any other significant factors that caused changes in total revenue; 1229 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) cost of sales or gross profit; (d) for issuers that have significant projects that have not yet generated revenue, describe each project, including your company’s plan for the project and the status of the project relative to that plan, and expenditures made and how these relate to anticipated timing and costs to take the project to the next stage of the project plan; (e) for resource issuers with producing mines or mines under development, identify any milestone, including, without limitation, mine expansion plans, productivity improvements, plans to develop a new deposit, or production decisions, and whether the milestone is based on a technical report filed under National Instrument 43‑101 Standards of Disclosure for Mineral Projects; (f) factors that caused a change in the relationship between costs and revenue, including changes in costs of labour or materials, price changes or inventory adjustments; (g) commitments, events, risks or uncertainties that you reasonably believe will materially affect your company’s future performance including total revenue and profit or loss from continuing operations attributable to owners of the parent; (h) effect of inflation and specific price changes on your company’s total revenue and on profit or loss from continuing operations attributable to owners of the parent; (i) a comparison in tabular form of disclosure you previously made about how your company was going to use proceeds (other than working capital) from any financing, an explanation of variances and the impact of the variances, if any, on your company’s ability to achieve its business objectives and milestones; and (j) unusual or infrequent events or transactions. INSTRUCTION: Your discussion under paragraph 1.4(d) should include: (i) whether or not you plan to expend additional funds on the project; and (ii) any factors that have affected the value of the project(s) such as change in commodity prices, land use or political or environmental issues. 1.5 Summary of Quarterly Results Provide the following information in summary form, derived from your company’s financial statements, for each of the eight most recently completed quarters: (a) total revenue; (b) profit or loss from continuing operations attributable to owners of the parent, in total and on a per‑share and diluted per‑share basis; and (c) profit or loss attributable to owners of the parent, in total and on a per‑share and diluted per‑share basis. Discuss the factors that have caused variations over the quarters necessary to understand general trends that have developed and the seasonality of the business. INSTRUCTIONS: (i) In the case of the annual MD&A, your most recently completed quarter is the quarter that ended on the last day of your most recently completed financial year. 1230 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ii) You do not have to provide information for a quarter prior to your company becoming a reporting issuer if your company has not prepared financial statements for those quarters. (iii) For sections 1.2, 1.3, 1.4 and 1.5 consider identifying, discussing and analyzing the following factors: (A) changes in customer buying patterns, including changes due to new technologies and changes in demographics; (B) changes in selling practices, including changes due to new distribution arrangements or a reorganization of a direct sales force; (C) changes in competition, including an assessment of the issuer’s resources, strengths and weaknesses relative to those of its competitors; (D) the effect of exchange rates; (E) changes in pricing of inputs, constraints on supply, order backlog, or other input‑related matters;

(F) changes in production capacity, including changes due to plant closures and work stoppages; (G) changes in volume of discounts granted to customers, volumes of returns and allowances, excise and other taxes or other amounts reflected on a net basis against revenue; (H) changes in the terms and conditions of service contracts; (I) the progress in achieving previously announced milestones; (J) for resource issuers with producing mines, identify changes to cash flows caused by changes in production throughput, head‑grade, cut‑off grade, metallurgical recovery and any expectation of future changes; and (K) if you have an equity investee that is significant to your company, the nature of the investment and significance to your company. (iv) For each of the eight most recently completed quarters, indicate the accounting principles that the financial data has been prepared in accordance with, the presentation currency and the functional currency if different from the presentation currency. (v) If the financial data provided was not prepared in accordance with the same accounting principles for all eight quarters, focus the discussion on the important trends and risks that have affected the business. 1.6 Liquidity Provide an analysis of your company’s liquidity, including: (a) its ability to generate sufficient amounts of cash and cash equivalents, in the short term and the long term, to maintain your company’s capacity, to meet your company’s planned growth or to fund development activities; (b) trends or expected fluctuations in your company’s liquidity, taking into account demands, commitments, events or uncertainties; (c) its working capital requirements; (d) liquidity risks associated with financial instruments; 1231 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (e) if your company has or expects to have a working capital deficiency, discuss its ability to meet obligations as they become due and how you expect it to remedy the deficiency; (f) statement of financial position conditions or profit or loss attributable to owners of the parent or cash flow items that may affect your company’s liquidity; (g) legal or practical restrictions on the ability of subsidiaries to transfer funds to your company and the effect these restrictions have had or may have on the ability of your company to meet its obligations; and (h) defaults or arrears or significant risk of defaults or arrears on: (i) distributions or dividend payments, lease payments, interest or principal payment on debt; (ii) debt covenants; and (iii) redemption or retraction or sinking fund payments; and how your company intends to cure the default or arrears or address the risk. INSTRUCTIONS: (i) In discussing your company’s ability to generate sufficient amounts of cash and cash equivalents you should describe sources of funding and the circumstances that could affect those sources that are reasonably likely to occur. Examples of circumstances that could affect liquidity are market or commodity price changes, economic downturns, defaults on guarantees and contractions of operations. (ii) In discussing trends or expected fluctuations in your company’s liquidity and liquidity risks associated with financial instruments you should discuss: (A) provisions in debt, lease or other arrangements that could trigger an additional funding requirement or early payment. Examples of such situations are provisions linked to credit rating, profit or loss, cash flows or share price; and (B) circumstances that could impair your company’s ability to undertake transaction considered essential to operations. Examples of such circumstances are the inability to maintain investment grade credit rating, earnings per‑share, cash flow or share price. (iii) In discussing your company’s working capital requirements you should discuss situations where your company must maintain significant inventory to meet customers” delivery requirements or any situations involving extended payment terms. (iv) In discussing your company’s statement of financial position conditions or profit or loss or cash flow items you should present a summary, in tabular form, of contractual obligations including payments due for each of the next five years and thereafter. The summary and table do not have to be provided if your company is a venture issuer. An example of a table that can be adapted to your company’s particular circumstances follows: 1232 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Payments Due by Period Contractual Less than 1 – 3 4 – 5 After Obligations Total 1 year years years 5 years Debt Finance Lease Obligations Operating Leases Purchase Obligations1 Other Obligations2 Total Contractual Obligations The tabular presentation may be accompanied by footnotes to describe provisions that create, increase or accelerate obligations, or other details to the extent necessary for an understanding of the timing and amount of your company’s specified contractual obligations. 1.7 Capital Resources Provide an analysis of your company’s capital resources, including: (a) commitments for capital expenditures as of the date of your company’s financial statements including: (i) the amount, nature and purpose of these commitments; (ii) the expected source of funds to meet these commitments; and (iii) expenditures not yet committed but required to maintain your company’s capacity, to meet your company’s planned growth or to fund development activities; (b) known trends or expected fluctuations in your company’s capital resources, including expected changes in the mix and relative cost of these resources; and (c) sources of financing that your company has arranged but not yet used. INSTRUCTIONS: (i) Capital resources are financing resources available to your company and include debt, equity and any other financing arrangements that you reasonably consider will provide financial resources to your company. (ii) In discussing your company’s commitments you should discuss any exploration and development, or research and development expenditures required to maintain properties or agreements in good standing. 1.8 Off‑Balance Sheet Arrangements Discuss any off‑balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the financial performance or financial condition of your company including, without limitation, such considerations as liquidity and capital resources. 1 ‘Purchase Obligation’ means an agreement to purchase goods or services that is enforceable and legally binding on your company that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. 2 ‘Other Obligations’ means other financial liabilities reflected on your company’s statement of financial position. 1233 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 In your discussion of off‑balance sheet arrangements you should discuss their business purpose and activities, their economic substance, risks associated with the arrangements, and the key terms and conditions associated with any commitments. Your discussion should include: (a) a description of the other contracting party(ies); (b) the effects of terminating the arrangement; (c) the amounts receivable or payable, revenue, expenses and cash flows resulting from the arrangement; (d) the nature and amounts of any other obligations or liabilities arising from the arrangement that could require your company to provide funding under the arrangement and the triggering events or circumstances that could cause them to arise; and (e) any known event, commitment, trend or uncertainty that may affect the availability or benefits of the arrangement (including any termination) and the course of action that management has taken, or proposes to take, in response to any such circumstances. INSTRUCTIONS: (i) Off‑balance sheet arrangements include any contractual arrangement with an entity not reported on a consolidated basis with your company, under which your company has: (A) any obligation under certain guarantee contracts; (B) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for the assets; (C) any obligation under certain derivative instruments; or (D) any obligation held by your company in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to your company, or engages in leasing, hedging activities or, research and development services with your company. (ii) Contingent liabilities arising out of litigation, arbitration or regulatory actions are not considered to be off‑balance sheet arrangements. (iii) Disclosure of off‑balance sheet arrangements should cover the most recently completed financial year. However, the discussion should address changes from the previous year where such discussion is necessary to understand the disclosure. (iv) The discussion need not repeat information provided in the notes to the financial statements if the discussion clearly cross‑references to specific information in the relevant notes and integrates the substance of the notes into the discussion in a manner that explains the significance of the information not included in the MD&A. 1234 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 1.9 Transactions Between Related Parties Discuss all transactions between related parties as defined by the issuer’s GAAP. INSTRUCTION: In discussing your company’s transactions between related parties, your discussion should include both qualitative and quantitative characteristics that are necessary for an understanding of the transactions” business purpose and economic substance. You should discuss: (A) the relationship and identify the related person or entities; (B) the business purpose of the transaction; (C) the recorded amount of the transaction and describe the measurement basis used; and (D) any ongoing contractual or other commitments resulting from the transaction. 1.10 Fourth Quarter Discuss and analyze fourth quarter events or items that affected your company’s financial condition, financial performance or cash flows, year‑end and other adjustments, seasonal aspects of your company’s business and dispositions of business segments. If your company has filed separate MD&A for its fourth quarter, you may satisfy this requirement by incorporating that MD&A by reference. 1.11 Proposed Transactions Discuss the expected effect on financial condition, financial performance and cash flows of any proposed asset or business acquisition or disposition if your company’s board of directors, or senior management who believe that confirmation of the decision by the board is probable, have decided to proceed with the transaction. Include the status of any required shareholder or regulatory approvals. INSTRUCTION: You do not have to disclose this information if, under section 7.1 of National Instrument 51‑102, your company has filed a Form 51‑102F3 Material Change Report regarding the transaction on a confidential basis and the report remains confidential. 1.12 Critical Accounting Estimates If your company is not a venture issuer, provide an analysis of your company’s critical accounting estimates. Your analysis should: (a) identify and describe each critical accounting estimate used by your company including: (i) a description of the accounting estimate; (ii) the methodology used in determining the critical accounting estimate; (iii) the assumptions underlying the accounting estimate that relate to matters highly uncertain at the time the estimate was made; (iv) any known trends, commitments, events or uncertainties that you reasonably believe will materially affect the methodology or the assumptions described; and 1235 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (v) if applicable, why the accounting estimate is reasonably likely to change from period to period and have a material impact on the financial presentation; (b) explain the significance of the accounting estimate to your company’s financial position, changes in financial position and financial performance and identify the financial statement line items affected by the accounting estimate; (c) [Repealed]; (d) discuss changes made to critical accounting estimates during the past two financial years including the reasons for the change and the quantitative effect on your company’s overall financial performance and financial statement line items; and (e) identify the reportable segments of your company’s business that the accounting estimate affects and discuss the accounting estimate on a reportable segment basis, if your company operates in more than one reportable segment. INSTRUCTIONS: (i) An accounting estimate is a critical accounting estimate only if: (A) it requires your company to make assumptions about matters that are highly uncertain at the time the accounting estimate is made; and (B) different estimates that your company could have used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on your company’s financial condition, changes in financial condition or financial performance. (ii) As part of your description of each critical accounting estimate, in addition to qualitative disclosure, you should provide quantitative disclosure when quantitative information is reasonably available and would provide material information for investors. Similarly, in your discussion of assumptions underlying an accounting estimate that relates to matters highly uncertain at the time the estimate was made, you should provide quantitative disclosure when it is reasonably available and it would provide material information for investors. For example, quantitative information may include a sensitivity analysis or disclosure of the upper and lower ends of the range of estimates from which the recorded estimate was selected. 1.13 Changes in Accounting Policies including Initial Adoption Discuss and analyze any changes in your company’s accounting policies, including: (a) for any accounting policies that you have adopted or expect to adopt subsequent to the end of your most recently completed financial year, including changes you have made or expect to make voluntarily and those due to a change in an accounting standard or a new accounting standard that you do not have to adopt until a future date, you should: (i) describe the new standard, the date you are required to adopt it and, if determined, the date you plan to adopt it; (ii) disclose the methods of adoption permitted by the accounting standard and the method you expect to use; 1236 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (iii) discuss the expected effect on your company’s financial statements, or if applicable, state that you cannot reasonably estimate the effect; and (iv) discuss the potential effect on your business, for example technical violations or default of debt covenants or changes in business practices; and (b) for any accounting policies that you have initially adopted during the most recently completed financial year, you should: (i) describe the events or transactions that gave rise to the initial adoption of an accounting policy; (ii) describe the accounting policy that has been adopted and the method of applying that policy; (iii) discuss the effect resulting from the initial adoption of the accounting policy on your company’s financial position, changes in financial position and financial performance; (iv) if your company is permitted a choice among acceptable accounting policies: (A) state that you made a choice among acceptable alternatives; (B) identify the alternatives; (C) describe why you made the choice that you did; and (D) discuss the effect, where material, on your company’s financial position, changes in financial position and financial performance under the alternatives not chosen; and (v) if no accounting literature exists that covers the accounting for the events or transactions giving rise to your initial adoption of the accounting policy, explain your decision regarding which accounting policy to use and the method of applying that policy. INSTRUCTION: You do not have to present the discussion under paragraph 1.13(b) for the initial adoption of accounting policies resulting from the adoption of new accounting standards. 1.14 Financial Instruments and Other Instruments For financial instruments and other instruments: (a) discuss the nature and extent of your company’s use of, including relationships among, the instruments and the business purposes that they serve; (b) describe and analyze the risks associated with the instruments; (c) describe how you manage the risks in paragraph (b), including a discussion of the objectives, general strategies and instruments used to manage the risks, including any hedging activities; (d) disclose the financial statement classification and amounts of income, expenses, gains and losses associated with the instrument; and 1237 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (e) discuss the significant assumptions made in determining the fair value of financial instruments, the total amount and financial statement classification of the change in fair value of financial instruments recognized in profit or loss for the period, and the total amount and financial statement classification of deferred or unrecognized gains and losses on financial instruments. INSTRUCTIONS: (i) “Other instruments” are instruments that may be settled by the delivery of non‑financial assets. A commodity futures contract is an example of an instrument that may be settled by delivery of non‑financial assets. (ii) Your discussion under paragraph 1.14(a) should enhance a reader’s understanding of the significance of recognized and unrecognized instruments on your company’s financial position, financial performance and cash flows. The information should also assist a reader in assessing the amounts, timing, and certainty of future cash flows associated with those instruments. Also discuss the relationship between liability and equity components of convertible debt instruments. (iii) For purposes of paragraph 1.14(c), if your company is exposed to significant price, credit or liquidity risks, consider providing a sensitivity analysis or tabular information to help readers assess the degree of exposure. For example, an analysis of the effect of a hypothetical change in the prevailing level of interest or currency rates on the fair value of financial instruments and future profit or loss and cash flows may be useful in describing your company’s exposure to price risk. (iv) For purposes of paragraph 1.14(d), disclose and explain the revenue, expenses, gains and losses from hedging activities separately from other activities. 1.15 Other MD&A Requirements (a) Your MD&A must disclose that additional information relating to your company, including your company’s AIF if your company files an AIF, is on SEDAR at www.sedar.com.; (b) Your MD&A must also provide the information required in the following sections of National Instrument 51‑102, if applicable: (i) Section 5.3 ‑ Additional Disclosure for Venture Issuers without Significant Revenue; (ii) Section 5.4 ‑ Disclosure of Outstanding Share Data; and (iii) Section 5.7 ‑ Additional Disclosure for Reporting Issuers with Significant Equity Investees. (c) Your MD&A must include the MD&A disclosure required by National Instrument 52‑109 Certification of Disclosure in Issuers” Annual and Interim Filings and, as applicable, Form 52‑109F1 Certification of Annual Filings ‑ Full Certificate, Form 52‑109F1R Certification of Refiled Annual Filings, or Form 52‑109F1 AIF Certification of Annual Filings in Connection with Voluntarily Filed AIF. Item 2 Interim MD&A 2.1 Date Specify the date of your interim MD&A. 1238 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2.2 Interim MD&A Interim MD&A must update your company’s annual MD&A for all disclosure required by Item 1 except section 1.3. This disclosure must include: (a) a discussion of your analysis of: (i) current quarter and year‑to‑date results including a comparison of financial performance to the corresponding periods in the previous year; (i.i) a comparison of cash flows to the corresponding period in the previous year; (ii) changes in financial performance and elements of profit or loss attributable to owners of the parent that are not related to ongoing business operations; (iii) any seasonal aspects of your company’s business that affect its financial position, financial performance or cash flows; and (b) a comparison of your company’s interim financial condition to your company’s financial condition as at the most recently completed financial year‑end. INSTRUCTION: (i) If the first MD&A you file in this Form (your first MD&A) is an interim MD&A, you must provide all the disclosure called for in Item 1 in your first MD&A. Base the disclosure, except the disclosure for section 1.3, on your interim financial report. Since you do not have to update the disclosure required in section 1.3 in your interim MD&A, your first MD&A will provide disclosure under section 1.3 based on your annual financial statements. Your subsequent interim MD&A for that year will update your first interim MD&A. (ii) For the purposes of paragraph 2.2(b), you may assume the reader has access to your annual MD&A or your first MD&A. You do not have to duplicate the discussion and analysis of financial condition in your annual MD&A or your first MD&A. For example, if economic and industry factors are substantially unchanged you may make a statement to this effect. (iii) For the purposes of subparagraph 2.2(a)(i), you should generally give prominence to the current quarter. (iv) In discussing your company’s statement of financial position conditions or profit or loss or cash flow items for an interim period, you do not have to present a summary, in tabular form, of all known contractual obligations contemplated under section 1.6. Instead, you should disclose material changes in the specified contractual obligations during the interim period. (v) Interim MD&A prepared in accordance with Item 2 is not required for your company’s fourth quarter as relevant fourth quarter content will be contained in your company’s annual MD&A prepared in accordance with Item 1 (see section 1.10). (vi) In your interim MD&A, update the summary of quarterly results in section 1.5 by providing summary information for the eight most recently completed quarters. 1239 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (vii) Your annual MD&A may not include all the information in Item 1 if you were a venture issuer as at the end of your last financial year. If you ceased to be a venture issuer during your interim period, you do not have to restate the MD&A you previously filed. Instead, provide the disclosure for the additional sections in Item 1 that you were exempt from as a venture issuer in the next interim MD&A you file. Base your disclosure for those sections on your interim financial report. 2.2.1 Quarterly Highlights If your company is a venture issuer, you have the option of meeting the requirement to provide interim MD&A under section 2.2 by instead providing a short discussion of all material information about your company’s operations, liquidity and capital resources. Include in your discussion: • an analysis of your company’s financial condition, financial performance and cash flows and any significant factors that have caused period to period variations in those measures; • known trends, risks or demands; • major operating milestones; • commitments, expected or unexpected events, or uncertainties that have materially affected your company’s operations, liquidity and capital resources in the interim period or are reasonably likely to have a material effect going forward; • any significant changes from disclosure previously made about how the company was going to use proceeds from any financing and an explanation of variances; • any significant transactions between related parties that occurred in the interim period. INSTRUCTIONS (i) If the first MD&A you file in this Form (your first MD&A) is an interim MD&A, you cannot use quarterly highlights. Rather, you must provide all the disclosure called for in Item 1 in your first MD&A. Base the disclosure, except the disclosure for section 1.3, on your interim financial report. Since you do not have to update the disclosure required in section 1.3 in your interim MD&A, your first MD&A will provide disclosure under section 1.3 based on your annual financial statements. (ii) Provide a short, focused discussion that gives a balanced and accurate picture of the company’s business activities during the interim period. The purpose of the quarterly highlights reporting is to provide a brief narrative update about the business activities, financial condition, financial performance and cash flow of the company. While summaries are to be clear and concise, they are subject to the normal prohibitions against false and misleading statements. (iii) Quarterly highlights prepared in accordance with section 2.2.1 are not required for your company’s fourth quarter as relevant fourth quarter content will be contained in your company’s annual MD&A prepared in accordance with Item 1 (see section 1.10). (iv) You must title your quarterly highlights ‘Interim MD&A ‑ Quarterly Highlights’. 1240 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (v) If there was a change to the company’s accounting policies during the interim period, include a description of the material effects resulting from the change. 2.2.2 Quarterly Highlights ‑ Transition Section 2.2.1 applies to an issuer in respect of a financial year beginning on or after July 1, 2015. 2.3 Other Interim MD&A Requirements Your interim MD&A must include the interim MD&A disclosure required by National Instrument 52‑109 Certification of Disclosure in Issuers” Annual and Interim Filings and, as applicable, Form 52‑109F2 Certification of Interim Filings ‑ Full Certificate or Form 52‑109F2R Certification of Refiled Interim Filings. FORM 51‑102F2 ANNUAL INFORMATION FORM PART 1 GENERAL PROVISIONS (a) What is an AIF? An AIF (annual information form) is required to be filed annually by certain companies under Part 6 of National Instrument 51‑102. An AIF is a disclosure document intended to provide material information about your company and its business at a point in time in the context of its historical and possible future development. Your AIF describes your company, its operations and prospects, risks and other external factors that impact your company specifically. This disclosure is supplemented throughout the year by subsequent continuous disclosure filings including news releases, material change reports, business acquisition reports, financial statements and management discussion and analysis. (b) Date of Information Unless otherwise specified in this Form, the information in your AIF must be presented as at the last day of your company’s most recently completed financial year. If necessary, you must update the information in the AIF so it is not misleading when it is filed. For information presented as at any date other than the last day of your company’s most recently completed financial year, specify the relevant date in the disclosure. (c) Use of “Company” Wherever this Form uses the word “company”, the term includes other types of business organizations such as partnerships, trusts and other unincorporated business entities. All references to “your company” in Items 4, 5, 6, 12, 13, 15 and 16 of this Form apply collectively to your company, your company’s subsidiaries, joint ventures to which your company is a party and entities in which your company has an investment accounted for by the equity method. 1241 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (d) Focus on Material Information Focus your AIF on material information. You do not need to disclose information that is not material. Exercise your judgment when determining whether information is material. However, you must disclose all corporate and individual cease trade orders, bankruptcies, penalties and sanctions in accordance with Item 10 and section 12.2 of this Form. (e) What is Material? Would a reasonable investor’s decision whether or not to buy, sell or hold securities in your company likely be influenced or changed if the information in question was omitted or misstated? If so, the information is likely material. (f) Incorporating Information by Reference You may incorporate information required to be included in your AIF by reference to another document, other than a previous AIF. Clearly identify the referenced document or any excerpt of it that you incorporate into your AIF. Unless you have already filed the referenced document or excerpt, including any documents incorporated by reference into the document or excerpt, under your SEDAR+ profile, you must file it with your AIF. You must also disclose that the document is on SEDAR+ at www.sedarplus.com. (g) Defined Terms If a term is used but not defined in this Form, refer to Part 1 of National Instrument 51‑102 and to National Instrument 14‑101 Definitions. If a term is used in this Form and is defined in both the securities statute of a local jurisdiction and in National Instrument 51‑102, refer to section 1.4 of Companion Policy 51‑102CP for further guidance. This Form also uses accounting terms that are defined or used in Canadian GAAP applicable to publicly accountable enterprises. For further guidance, see subsections 1.4(7) and (8) of Companion Policy 51‑102CP. (h) Plain Language Write the AIF so that readers are able to understand it. Refer to the plain language principles listed in section 1.5 of Companion Policy 51‑102CP for further guidance. If you use technical terms, explain them in a clear and concise manner. (i) Special Purpose Entities If your company is a special purpose entity, you may have to modify the disclosure items in this Form to reflect the special purpose nature of your company’s business. (j) Numbering and Headings The numbering, headings and ordering of items included in this Form are guidelines only. You do not need to include the headings or numbering or follow the order of items in this Form. Disclosure provided in response to any item need not be repeated elsewhere. 1242 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (k) Omitting Information You do not need to respond to any item in this Form that is inapplicable and you may omit negative answers. PART 2 CONTENT OF AIF Item 1 Cover Page 1.1 Date Specify the date of your AIF. The date must be no earlier than the date of the auditor’s report on the financial statements for your company’s most recently completed financial year. You must file your AIF within 10 days of the date of the AIF. 1.2 Revisions If you revise your company’s AIF after you have filed it, identify the revised version as a “revised AIF”. Item 2 Table of Contents 2.1 Table of Contents Include a table of contents. Item 3 Corporate Structure 3.1 Name, Address and Incorporation (1) State your company’s full corporate name or, if your company is an unincorporated entity, the full name under which it exists and carries on business, and the address(es) of your company’s head and registered office. (2) State the statute under which your company is incorporated, continued or organized or, if your company is an unincorporated entity, the laws of the jurisdiction or foreign jurisdiction under which it is established and exists. Describe the substance of any material amendments to the articles or other constating or establishing documents of your company. 3.2 Intercorporate Relationships Describe, by way of a diagram or otherwise, the intercorporate relationships among your company and its subsidiaries. For each subsidiary state: (a) the percentage of votes attaching to all voting securities of the subsidiary beneficially owned, or controlled or directed, directly or indirectly, by your company; (b) the percentage of each class of restricted securities of the subsidiary beneficially owned, or controlled or directed, directly or indirectly, by your company; and (c) where it was incorporated, continued, formed or organized. INSTRUCTION: You may omit a particular subsidiary if, at the most recent financial year‑end of your company: 1243 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (i) the total assets of the subsidiary do not exceed 10 per cent of the consolidated assets of your company; (ii) the revenue of the subsidiary does not exceed 10 per cent of the consolidated revenue of your company; and (iii) the conditions in paragraphs (i) and (ii) would be satisfied if you: (A) aggregated the subsidiaries that may be omitted under paragraphs (i) and (ii); and (B) changed the reference in those paragraphs from 10 per cent to 20 per cent. Item 4 General Development of the Business 4.1 Three Year History Describe how your company’s business has developed over the last three completed financial years. Include only events, such as acquisitions or dispositions, or conditions that have influenced the general development of the business. If your company produces or distributes more than one product or provides more than one kind of service, describe the products or services. Also discuss changes in your company’s business that you expect will occur during the current financial year. 4.2 Significant Acquisitions Disclose any significant acquisition completed by your company during its most recently completed financial year for which disclosure is required under Part 8 of National Instrument 51‑102, by providing a brief summary of the significant acquisition and stating whether your company has filed a Form 51‑102F4 in respect of the acquisition. Item 5 Describe the Business 5.1 General (1) Describe the business of your company and its operating segments that are reportable segments as those terms are described in the issuer’s GAAP. For each reportable segment include: (a) Summary ‑ For products or services: (i) their principal markets; (ii) distribution methods; (iii) for each of the two most recently completed financial years, as dollar amounts or as percentages, the revenue for each category of products or services that accounted for 15 per cent or more of total consolidated revenue for the applicable financial year derived from: (A) sales or transfers to joint ventures in which your company is a participant or to entities in which your company has an investment accounted for by the equity method; (B) sales to customers, other than those referred to in clause A, outside the consolidated entity, and (C) sales or transfers to controlling shareholders; 1244 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (iv) if not fully developed, the stage of development of the products or services and, if the products are not at the commercial production stage: (A) the timing and stage of research and development programs; (B) whether your company is conducting its own research and development, is subcontracting out the research and development or is using a combination of those methods; and (C) the additional steps required to reach commercial production and an estimate of costs and timing. (b) Production and Services ‑ The actual or proposed method of production and, if your company provides services, the actual or proposed method of providing services. (c) Specialized Skill and Knowledge ‑ A description of any specialized skill and knowledge requirements and the extent to which the skill and knowledge are available to your company. (d) Competitive Conditions ‑ The competitive conditions in your company’s principal markets and geographic areas, including, if reasonably possible, an assessment of your company’s competitive position. (e) New Products ‑ If you have publicly announced the introduction of a new product, the status of the product. (f) Components ‑ The sources, pricing and availability of raw materials, component parts or finished products. (g) Intangible Properties ‑ The importance, duration and effect of identifiable intangible properties, such as brand names, circulation lists, copyrights, franchises, licences, patents, software, subscription lists and trademarks, on the segment. (h) Cycles ‑ The extent to which the business of the reportable segment is cyclical or seasonal. (i) Economic Dependence ‑ A description of any contract upon which your company’s business is substantially dependent, such as a contract to sell the major part of your company’s products or services or to purchase the major part of your company’s requirements for goods, services or raw materials, or any franchise or licence or other agreement to use a patent, formula, trade secret, process or trade name upon which your company’s business depends. (j) Changes to Contracts ‑ A description of any aspect of your company’s business that you reasonably expect to be affected in the current financial year by renegotiation or termination of contracts or sub‑contracts, and the likely effect. (k) Environmental Protection ‑ The financial and operational effects of environmental protection requirements on the capital expenditures, profit or loss and competitive position of your company in the current financial year and the expected effect in future years. (l) Employees ‑ The number of employees as at the most recent financial year‑end or the average number of employees over the year, whichever is more meaningful to understand the business. (m) Foreign Operations ‑ Describe the dependence of your company and any reportable segment upon foreign operations. 1245 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (n) Lending ‑ With respect to your company’s lending operations, disclose the investment policies and lending and investment restrictions. (2) Bankruptcy and Similar Procedures ‑ Disclose the nature and results of any bankruptcy, receivership or similar proceedings against your company or any of its subsidiaries, or any voluntary bankruptcy, receivership or similar proceedings by your company or any of its subsidiaries, within the three most recently completed financial years or during or proposed for the current financial year. (3) Reorganizations ‑ Disclose the nature and results of any material reorganization of your company or any of its subsidiaries within the three most recently completed financial years or completed during or proposed for the current financial year. (4) Social or Environmental Policies ‑ If your company has implemented social or environmental policies that are fundamental to your operations, such as policies regarding your company’s relationship with the environment or with the communities in which it does business, or human rights policies, describe them and the steps your company has taken to implement them. 5.2 Risk Factors Disclose risk factors relating to your company and its business, such as cash flow and liquidity problems, if any, experience of management, the general risks inherent in the business carried on by your company, environmental and health risks, reliance on key personnel, regulatory constraints, economic or political conditions and financial history and any other matter that would be most likely to influence an investor’s decision to purchase securities of your company. If there is a risk that securityholders of your company may become liable to make an additional contribution beyond the price of the security, disclose that risk. INSTRUCTIONS: (i) Disclose the risks in order of seriousness from the most serious to the least serious. (ii) A risk factor must not be de‑emphasized by including excessive caveats or conditions. 5.3 Companies with Asset‑backed Securities Outstanding If your company had asset‑backed securities outstanding that were distributed under a prospectus, disclose the following information: (1) Payment Factors ‑ A description of any events, covenants, standards or preconditions that may reasonably be expected to affect the timing or amount of any payments or distributions to be made under the asset‑backed securities. (2) Underlying Pool of Assets ‑ For the three most recently completed financial years of your company or the lesser period commencing on the first date on which your company had asset‑backed securities outstanding, financial disclosure that described the underlying pool of financial assets servicing the asset‑backed securities relating to: (a) the composition of the pool as of the end of each financial year or partial period; 1246 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) profit and losses from the pool on at least an annual basis or such shorter period as is reasonable given the nature of the underlying pool of assets; (c) the payment, prepayment and collection experience of the pool on at least an annual basis or such shorter period as is reasonable given the nature of the underlying pool of assets; (d) servicing and other administrative fees; and (e) any significant variances experienced in the matters referred to in paragraphs (a) through (d). (2.1) If any of the financial disclosure disclosed in accordance with subsection (2) has been audited, disclose the existence and results of the audit. (3) Investment Parameters ‑ The investment parameters applicable to investments of any cash flow surpluses. (4) Payment History ‑ The amount of payments made during the three most recently completed financial years or the lesser period commencing on the first date on which your company had asset‑backed securities outstanding, in respect of principal and interest or capital and yield, each stated separately, on asset‑backed securities of your company outstanding. (5) Acceleration Event ‑ The occurrence of any event that has led to, or with the passage of time could lead to, the accelerated payment of principal, interest or capital of asset‑backed securities. (6) Principal Obligors ‑ The identity of any principal obligors for the outstanding asset‑backed securities of your company, the percentage of the pool of financial assets servicing the asset‑backed securities represented by obligations of each principal obligor and whether the principal obligor has filed an AIF in any jurisdiction or a Form 10‑K or Form 20‑F in the United States. INSTRUCTIONS: (i) Present the information requested under subsection (2) in a manner that enables a reader to easily determine the status of the events, covenants, standards and preconditions referred to in subsection (1). (ii) If the information required under subsection (2): (A) is not compiled specifically on the pool of financial assets servicing the asset‑backed securities, but is compiled on a larger pool of the same assets from which the securitized assets are randomly selected so that the performance of the larger pool is representative of the performance of the pool of securitized assets; or (B) in the case of a new company, where the pool of financial assets servicing the asset‑backed securities will be randomly selected from a larger pool of the same assets so that the performance of the larger pool will be representative of the performance of the pool of securitized assets to be created, a company may comply with subsection (2) by providing the information required based on the larger pool and disclosing that it has done so. 5.4 Companies with Mineral Projects If your company had a mineral project, provide the following information, by summary if applicable, for each project material to your company: 1247 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (1) Current Technical Report – The title, author(s), and date of the most recent technical report on the property filed in accordance with National Instrument 43‑101 Standards of Disclosure for Mineral Projects. (2) Project Description, Location, and Access (a) The location of the project and means of access. (b) The nature and extent of your company’s title to or interest in the project, including surface rights, obligations that must be met to retain the project, and the expiration date of claims, licences and other property tenure rights. (c) The terms of any royalties, overrides, back‑in rights, payments or other agreements and encumbrances to which the project is subject. (d) To the extent known, any significant factors or risks that might affect access or title, or the right or ability to perform work on, the property, including permitting and environmental liabilities to which the project is subject. (3) History (a) To the extent known, the prior exploration and development of the property, including the type, amount, and results of any exploration work undertaken by previous owners, any significant historical estimates, and any previous production on the property. (4) Geological Setting, Mineralization, and Deposit Types (a) The regional, local, and property geology. (b) The significant mineralized zones encountered on the property, the surrounding rock types and relevant geological controls, and the length, width, depth and continuity of the mineralization together with a description of the type, character and distribution of the mineralization. (c) The mineral deposit type or geological model or concepts being applied. (5) Exploration ‑ The nature and extent of all relevant exploration work other than drilling, conducted by or on behalf of your company, including a summary and interpretation of the relevant results. (6) Drilling ‑ The type and extent of drilling and a summary and interpretation of all relevant results. (7) Sampling, Analysis, and Data Verification ‑ The sampling and assaying including, without limitation, (a) sample preparation methods and quality control measures employed before dispatch of samples to an analytical or testing laboratory, (b) the security measures taken to ensure the validity and integrity of samples taken, 1248 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) assaying and analytical procedures used and the relationship, if any, of the laboratory to your company, and (d) quality control measures and data verification procedures, and their results. (8) Mineral Processing and Metallurgical Testing ‑ If mineral processing or metallurgical testing analyses have been carried out, describe the nature and extent of the testing and analytical procedures, and provide a summary of the relevant results and, to the extent known, provide a description of any processing factors or deleterious elements that could have a significant effect on potential economic extraction. (9) Mineral Resource and Mineral Reserve Estimates ‑ The mineral resources and mineral reserves, if any, including, without limitation, (a) the effective date of the estimates, (b) the quantity and grade or quality of each category of mineral resources and mineral reserves, (c) the key assumptions, parameters, and methods used to estimate the mineral resources and mineral reserves, and (d) the extent to which the estimate of mineral resources and mineral reserves may be materially affected by metallurgical, environmental, permitting, legal, title, taxation, socio‑economic, marketing, political, and other relevant issues.

(10) Mining Operations ‑ For advanced properties, the current or proposed mining methods, including a summary of the relevant information used to establish the amenability or potential amenability of the mineral resources or mineral reserves to the proposed mining methods. (11) Processing and Recovery Operations ‑ For advanced properties, a summary of current or proposed processing methods and reasonably available information on test or operating results relating to the recoverability of the valuable component or commodity. (12) Infrastructure, Permitting, and Compliance Activities ‑ For advanced properties, (a) the infrastructure and logistic requirements for the project, and (b) the reasonably available information on environmental, permitting, and social or community factors related to the project. (13) Capital and Operating Costs ‑ For advanced properties, (a) a summary of capital and operating cost estimates, with the major components set out in tabular form, and 1249 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) an economic analysis with forecasts of annual cash flow, net present value, internal rate of return, and payback period, unless exempted under Instruction (1) to Item 22 of Form 43‑101F1. (14) Exploration, Development, and Production ‑ A description of your company’s current and contemplated exploration, development or production activities. INSTRUCTIONS (i) Disclosure regarding mineral exploration, development or production activities on material projects must comply with National Instrument 43‑101 Standards of Disclosure for Mineral Projects, including the limitations set out in it. You must use the appropriate terminology to describe mineral reserves and mineral resources. You must base your disclosure on information prepared by, under the supervision of, or approved by, a qualified person. (ii) You are permitted to satisfy the disclosure requirements in section 5.4 by reproducing the summary from the technical report on the material property and incorporating the detailed disclosure in the technical report into the AIF by reference. 5.5 Companies with Oil and Gas Activities If your company is engaged in oil and gas activities as defined in National Instrument 51 101 Standards of Disclosure for Oil and Gas Activities, disclose the following information: (1) Reserves Data and Other Information (a) In the case of information that, for purposes of Form 51‑101F1 Statement of Reserves Data and Other Oil and Gas Information, is to be prepared as at the end of a financial year, disclose that information as at your company’s most recently completed financial year‑end. (b) In the case of information that, for purposes of Form 51‑101F1, is to be prepared for a financial year, disclose that information for your company’s most recently completed financial year. (c) [Repealed] (2) Report of Independent Qualified Reserves Evaluator or Auditor ‑ Include with the disclosure under subsection (1) a report in the form of Form 51‑101F2 Report on Reserves Data by Independent Qualified Reserves Evaluator or Auditor, on the reserves data included in the disclosure required under subsection (1). (3) Report of Management ‑ Include with the disclosure under subsection (1) a report in the form of Form 51‑101F3 Report of Management and Directors on Oil and Gas Disclosure that refers to the information disclosed under subsection (1). (4) Material Changes ‑ To the extent not reflected in the information disclosed in response to subsection (1), disclose the information contemplated by Part 6 of National Instrument 51‑101 Standards of Disclosure for Oil and Gas Activities in respect of material changes that occurred after your company’s most recently completed financial year‑end. 1250 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) INSTRUCTION: The information presented in response to section 5.5 must be in accordance with National Instrument 51 101 Standards of Disclosure for Oil and Gas Activities. Item 6 Dividends and Distributions 6.1 Dividends and Distributions (1) Disclose the amount of cash dividends or distributions declared per security for each class of your company’s securities for each of the three most recently completed financial years. (2) Describe any restriction that could prevent your company from paying dividends or distributions. (3) Disclose your company’s current dividend or distribution policy and any intended change in dividend or distribution policy. Item 7 Description of Capital Structure 7.1 General Description of Capital Structure Describe your company’s capital structure. State the description or the designation of each class of authorized security, and describe the material characteristics of each class of authorized security, including voting rights, provisions for exchange, conversion, exercise, redemption and retraction, dividend rights and rights upon dissolution or winding‑up. INSTRUCTION: This section requires only a brief summary of the provisions that are material from a securityholder’s standpoint. The provisions attaching to different classes of securities do not need to be set out in full. This summary should include the disclosure required in subsection 10.1(1) of National Instrument 51‑102. 7.2 Constraints If there are constraints imposed on the ownership of securities of your company to ensure that your company has a required level of Canadian ownership, describe the mechanism, if any, by which the level of Canadian ownership of the securities is or will be monitored and maintained. 7.3 Ratings (1) If you have asked for and received a credit rating, or if you are aware that you have received any other kind of rating, including a stability rating or a provisional rating, from one or more credit rating organizations for securities of your company that are outstanding, or will be outstanding, and the rating or ratings continue in effect, disclose: (a) each rating received from a credit rating organization; (b) for each rating disclosed under paragraph (a), the name of the credit rating organization that has assigned the rating; (c) a definition or description of the category in which each credit rating organization rated the securities and the relative rank of each rating within the organization’s overall classification system; (d) an explanation of what the rating addresses and what attributes, if any, of the securities are not addressed by the rating; 1251 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (e) any factors or considerations identified by the credit rating organization as giving rise to unusual risks associated with the securities; (f) a statement that a credit rating or a stability rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the credit rating organization; and (g) any announcement made by, or any proposed announcement known to your company that is to be made by, a credit rating organization to the effect that the organization is reviewing or intends to revise or withdraw a rating previously assigned and required to be disclosed under this section. (2) If payments were, or reasonably will be, made to a credit rating organization that provided a rating described in section (1), state that fact and state whether any payments were made to the credit rating organization in respect of any other service provided to your company by the credit rating organization during the last two years. INSTRUCTIONS There may be factors relating to a security that are not addressed by a credit rating organization when they give a rating. For example, in the case of cash settled derivative instruments, factors in addition to the creditworthiness of the issuer, such as the continued subsistence of the underlying interest or the volatility of the price, value or level of the underlying interest may be reflected in the rating analysis. Rather than being addressed in the rating itself, these factors may be described by a credit rating organization by way of a superscript or other notation to a rating. Any such attributes must be discussed in the disclosure under section 7.3. A provisional rating received before the company’s most recently completed financial year is not required to be disclosed under section 7.3. Item 8 Market for Securities 8.1 Trading Price and Volume (1) For each class of securities of your company that is traded or quoted on a Canadian marketplace, identify the marketplace and the price ranges and volume traded or quoted on the Canadian marketplace on which the greatest volume of trading or quotation generally occurs. (2) If a class of securities of your company is not traded or quoted on a Canadian marketplace, but is traded or quoted on a foreign marketplace, identify the foreign marketplace and the price ranges and volume traded or quoted on the foreign marketplace on which the greatest volume of trading or quotation generally occurs. (3) Provide the information required under subsections (1) and (2) on a monthly basis for each month or, if applicable, partial months of the most recently completed financial year. 8.2 Prior Sales For each class of securities of your company that is outstanding but not listed or quoted on a marketplace, state the price at which securities of the class have been issued during the most recently completed financial year by your company, the number of securities of the class issued at that price, and the date on which the securities were issued. 1252 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 9 Escrowed Securities and Securities Subject to Contractual Restriction on Transfer 9.1 Escrowed Securities and Securities Subject to Contractual Restriction on Transfer (1) State, in substantially the following tabular form, the number of securities of each class of your company held, to your company’s knowledge, in escrow or that are subject to a contractual restriction on transfer and the percentage that number represents of the outstanding securities of that class for your company’s most recently completed financial year. ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER Number of securities Designation held in escrow or that are Percentage of class subject to a contractual of class restriction on transfer (2) In a note to the table disclose the name of the depository, if any, and the date of and conditions governing the release of the securities from escrow or the date the contractual restriction on transfer ends, as applicable. INSTRUCTIONS: (i) For the purposes of this section, escrow includes securities subject to a pooling agreement. (ii) For the purposes of this section, securities subject to contractual restrictions on transfer as a result of pledges made to lenders are not required to be disclosed. Item 10 Directors and Officers 10.1 Name, Occupation and Security Holding (1) List the name, province or state, and country of residence of each director and executive officer of your company and indicate their respective positions and offices held with your company and their respective principal occupations during the five preceding years. (2) State the period or periods during which each director has served as a director and when his or her term of office will expire. (3) State the number and percentage of securities of each class of voting securities of your company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by all directors and executive officers of your company as a group. (4) Identify the members of each committee of the board. (5) If the principal occupation of a director or executive officer of your company is acting as an officer of a person or company other than your company, disclose that fact and state the principal business of the person or company. 1253 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 INSTRUCTION: For the purposes of subsection (3), securities of subsidiaries of your company that are beneficially owned, or controlled or directed, directly or indirectly, by directors or executive officers through ownership, or control or direction, directly or indirectly, over securities of your company, do not need to be included. 10.2 Cease Trade Orders, Bankruptcies, Penalties or Sanctions (1) If a director or executive officer of your company is, as at the date of the AIF, or was within 10 years before the date of the AIF, a director, chief executive officer or chief financial officer of any company (including your company), that: (a) was subject to an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; state the fact and describe the basis on which the order was made and whether the order is still in effect. (1.1) For the purposes of subsection (1), “order” means: (a) a cease trade order; (b) an order similar to a cease trade order; or (c) an order that denied the relevant company access to any exemption under securities legislation; that was in effect for a period of more than 30 consecutive days. (1.2) If a director or executive officer of your company, or a shareholder holding a sufficient number of securities of your company to affect materially the control of your company: (a) is, as at the date of the AIF, or has been within the 10 years before the date of the AIF, a director or executive officer of any company (including your company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact; or (b) has, within the 10 years before the date of the AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder, state the fact. 1254 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) Describe the penalties or sanctions imposed and the grounds on which they were imposed, or the terms of the settlement agreement and the circumstances that gave rise to the settlement agreement, if a director or executive officer of your company, or a shareholder holding a sufficient number of securities of your company to affect materially the control of your company, has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision. (3) Despite subsection (2), no disclosure is required of a settlement agreement entered into before December 31, 2000 unless the disclosure would likely be important to a reasonable investor in making an investment decision. INSTRUCTIONS: (i) The disclosure required by subsections (1), (1.2) and (2) also applies to any personal holding companies of any of the persons referred to in subsections (1), (1.2) and (2). (ii) A management cease trade order which applies to directors or executive officers of a company is an “order” for the purposes of paragraph 10.2(1)(a) and must be disclosed, whether or not the director, chief executive officer or chief financial officer was named in the order. (iii) A late filing fee, such as a filing fee that applies to the late filing of an insider report, is not a “penalty or sanction” for the purposes of section 10.2. (iv) The disclosure in paragraph 10.2(1)(a) only applies if the director or executive officer was a director, chief executive officer or chief financial officer when the order was issued against the company. You do not have to provide disclosure if the director or executive officer became a director, chief executive officer or chief financial officer after the order was issued. 10.3 Conflicts of Interest Disclose particulars of existing or potential material conflicts of interest between your company or a subsidiary of your company and any director or officer of your company or of a subsidiary of your company. Item 11 Promoters 11.1 Promoters For a person or company that has been, within the two most recently completed financial years or during the current financial year, a promoter of your company or of a subsidiary of your company, state: (a) the person or company’s name; (b) the number and percentage of each class of voting securities and equity securities of your company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly; 1255 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) the nature and amount of anything of value, including money, property, contracts, options or rights of any kind received or to be received by the promoter directly or indirectly from your company or from a subsidiary of your company, and the nature and amount of any assets, services or other consideration received or to be received by your company or a subsidiary of your company in return; and (d) for an asset acquired within the two most recently completed financial years or during the current financial year, or an asset to be acquired, by your company or by a subsidiary of your company from a promoter: (i) the consideration paid or to be paid for the asset and the method by which the consideration has been or will be determined; (ii) the person or company making the determination referred to in subparagraph (i) and the person or company’s relationship with your company, the promoter, or an associate or affiliate of your company or of the promoter; and (iii) the date that the asset was acquired by the promoter and the cost of the asset to the promoter. Item 12 Legal Proceedings and Regulatory Actions 12.1 Legal Proceedings (1) Describe any legal proceedings your company is or was a party to, or that any of its property is or was the subject of, during your company’s financial year. (2) Describe any such legal proceedings your company knows to be contemplated. (3) For each proceeding described in subsections (1) and (2), include the name of the court or agency, the date instituted, the principal parties to the proceeding, the nature of the claim, the amount claimed, if any, whether the proceeding is being contested, and the present status of the proceeding. INSTRUCTION: You do not need to give information with respect to any proceeding that involves a claim for damages if the amount involved, exclusive of interest and costs, does not exceed ten per cent of the current assets of your company. However, if any proceeding presents in large degree the same legal and factual issues as other proceedings pending or known to be contemplated, you must include the amount involved in the other proceedings in computing the percentage. 12.2 Regulatory Actions Describe any: (a) penalties or sanctions imposed against your company by a court relating to securities legislation or by a securities regulatory authority during your financial year; (b) any other penalties or sanctions imposed by a court or regulatory body against your company that would likely be considered important to a reasonable investor in making an investment decision; and (c) settlement agreements your company entered into before a court relating to securities legislation or with a securities regulatory authority during your financial year. 1256 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 13 Interest of Management and Others in Material Transactions 13.1 Interest of Management and Others in Material Transactions Describe, and state the approximate amount of, any material interest, direct or indirect, of any of the following persons or companies in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect your company: (a) a director or executive officer of your company; (b) a person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10 percent of any class or series of your outstanding voting securities; and (c) an associate or affiliate of any of the persons or companies referred to in paragraphs (a) or (b). INSTRUCTIONS: (i) The materiality of the interest is to be determined on the basis of the significance of the information to investors in light of all the circumstances of the particular case. The importance of the interest to the person having the interest, the relationship of the parties to the transaction with each other and the amount involved are among the factors to be considered in determining the significance of the information to securityholders. (ii) This Item does not apply to any interest arising from the ownership of securities of your company if the securityholder receives no extra or special benefit or advantage not shared on an equal basis by all other holders of the same class of securities or all other holders of the same class of securities who are resident in Canada. (iii) Give a brief description of the material transactions. Include the name of each person or company whose interest in any transaction is described and the nature of the relationship to your company. (iv) For any transaction involving the purchase of assets by or sale of assets to your company or a subsidiary of your company, state the cost of the assets to the purchaser, and the cost of the assets to the seller if acquired by the seller within three years before the transaction. (v) You do not need to give information under this Item for a transaction if: (A) the rates or charges involved in the transaction are fixed by law or determined by competitive bids; (B) the interest of a specified person or company in the transaction is solely that of a director of another company that is a party to the transaction; (C) the transaction involves services as a bank or other depository of funds, a transfer agent, registrar, trustee under a trust indenture or other similar services; or (D) the transaction does not involve remuneration for services and the interest of the specified person or company arose from the beneficial ownership, direct or indirect, of less than ten per cent of any class of equity securities of another company that is party to the transaction and the transaction is in the ordinary course of business of your company or your company’s subsidiaries. 1257 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (vi) Describe all transactions not excluded above that involve remuneration (including an issuance of securities), directly or indirectly, to any of the specified persons or companies for services in any capacity unless the interest of the person or company arises solely from the beneficial ownership, direct or indirect, of less than ten per cent of any class of equity securities of another company furnishing the services to your company or your company’s subsidiaries. Item 14 Transfer Agents and Registrars 14.1 Transfer Agents and Registrars State the name of your company’s transfer agent(s) and registrar(s) and the location (by municipalities) of the register(s) of transfers of each class of securities. Item 15 Material Contracts 15.1 Material Contracts Give particulars of any material contract: (a) required to be filed under section 12.2 of the Instrument at the time this AIF is filed, as required under section 12.3 of the Instrument; or (b) that would be required to be filed under section 12.2 of the Instrument at the time this AIF is filed, as required under section 12.3 of the Instrument, but for the fact that it was previously filed. INSTRUCTIONS: (i) You must give particulars of any material contract that was entered into within the last financial year or before the last financial year but is still in effect, and that is required to be filed under section 12.2 of the Instrument or would be required to be filed under section 12.2 of the Instrument but for the fact that it was previously filed. You do not need to give particulars of a material contract that was entered into before January 1, 2002 because these material contracts are not required to be filed under section 12.2 of the Instrument. (ii) Set out a complete list of all contracts for which particulars must be given under this section, indicating those that are disclosed elsewhere in the AIF. Particulars need only be provided for those contracts that do not have the particulars given elsewhere in the AIF. (iii) Particulars of contracts must include the dates of, parties to, consideration provided for in, and general nature and key terms of, the contracts. Item 16 Interests of Experts 16.1 Names of Experts Name each person or company: (a) who is named as having prepared or certified a report, valuation, statement or opinion described or included in a filing, or referred to in a filing, made under National Instrument 51‑102 by your company during, or relating to, your company’s most recently completed financial year; and (b) whose profession or business gives authority to the report, valuation, statement or opinion made by the person or company. 1258 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 16.2 Interests of Experts (1) Disclose all registered or beneficial interests, direct or indirect, in any securities or other property of your company or of one of your associates or affiliates: (a) held by an expert named in section 16.1 and, if the expert is not an individual, by the designated professionals of that expert, when that expert prepared the report, valuation, statement or opinion referred to in paragraph 16.1(a); (b) received by an expert named in section 16.1 and, if the expert is not an individual, by the designated professionals of that expert, after the time specified in paragraph 16.2(1)(a); or (c) to be received by an expert named in section 16.1 and, if the expert is not an individual, by the designated professionals of that expert. (1.1) For the purposes of subsection (1), a “designated professional” means, in relation to an expert named in section 16.1: (a) each partner, employee or consultant of the expert who participated in and who was in a position to directly influence the preparation of the report, valuation, statement or opinion referred to in paragraph 16.1(a); and (b) each partner, employee or consultant of the expert who was, at any time during the preparation of the report, valuation, statement or opinion referred to in paragraph 16.1(a), in a position to directly influence the outcome of the preparation of the report, valuation, statement or opinion, including, without limitation: (i) any person who recommends the compensation of, or who provides direct supervisory, management or other oversight of, the partner, employee or consultant in the performance of the preparation of the report, valuation, statement or opinion referred to in paragraph 16.1(a), including those at all successively senior levels through to the expert’s chief executive officer; (ii) any person who provides consultation regarding technical or industry‑specific issues, transactions or events for the preparation of the report, valuation, statement or opinion referred to in paragraph 16.1(a); and (iii) any person who provides quality control for the preparation of the report, valuation, statement or opinion referred to in paragraph 16.1(a). (2) For the purposes of subsection (1), if the person’s or company’s interest in the securities represents less than one per cent of your outstanding securities of the same class, a general statement to that effect is sufficient. 1259 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2.1) Despite subsection (1), an auditor who is independent in accordance with the auditor’s rules of professional conduct in a jurisdiction of Canada or who has performed an audit in accordance with U.S. PCAOB GAAS or U.S. AICPA GAAS is not required to provide the disclosure in subsection (1) if there is disclosure that the auditor is independent in accordance with the auditor’s rules of professional conduct in a jurisdiction of Canada or that the auditor has complied with the SEC’s rules on auditor independence. (3) If a person or a director, officer or employee of a person or company referred to in subsection (1) is or is expected to be elected, appointed or employed as a director, officer or employee of your company or of any associate or affiliate of your company, disclose the fact or expectation. INSTRUCTIONS: (i) Repealed. 5 Aug 2011 SR 48/2011 s7. (ii) Section 16.2 does not apply to: (A) auditors of a business acquired by your company provided they have not been or will not be appointed as your company’s auditor subsequent to the acquisition; and (B) your company’s predecessor auditors, if any, for periods when they were not your company’s auditor. (iii) Section 16.2 does not apply to registered or beneficial interests, direct or indirect, held through mutual funds. Item 17 Additional Information 17.1 Additional Information (1) Disclose that additional information relating to your company may be found on SEDAR+ at www.sedarplus.com. (2) If your company is required to distribute a Form 51‑102F5 to any of its securityholders, include a statement that additional information, including directors” and officers” remuneration and indebtedness, principal holders of your company’s securities and securities authorized for issuance under equity compensation plans, if applicable, is contained in your company’s information circular for its most recent annual meeting of securityholders that involved the election of directors. (3) Include a statement that additional financial information is provided in your company’s financial statements and MD&A for its most recently completed financial year. INSTRUCTION: Your company may also be required to provide additional information in its AIF as set out in Form 52‑110F1 Audit Committee Information Required in an AIF. 1260 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 18 Additional Disclosure for Companies Not Sending Information Item 18 Circulars 18.1 Additional Disclosure For companies that are not required to send a Form 51‑102F5 to any of their securityholders, disclose the information required under Items 6 to 10, 12 and 13 of Form 51‑102F5, as modified below, if applicable: Form 51‑102F5 Reference Modification Item 6 ‑ Voting Securities and Include the disclosure specified in Principal Holders of Voting Securities section 6.1 without regard to the phrase “entitled to be voted at the meeting”. Do not include the disclosure specified in sections 6.2, 6.3 and 6.4. Include the disclosure specified in section 6.5. Item 7 ‑ Election of Directors Disregard the preamble of section 7.1. Include the disclosure specified in section 7.1 without regard to the word “proposed” throughout. Do not include the disclosure specified in section 7.3. Item 8 ‑ Executive Compensation Disregard the preamble and paragraphs (a), (b) and (c) of Item 8. A company that does not send a management information circular to its securityholders must provide the disclosure required by Form 51‑102F6. Item 9 ‑ Securities Authorized for Disregard subsection 9.1(1). Issuance under Equity Compensation Plans Item 10 ‑ Indebtedness of Directors Include the disclosure specified and Executive Officers throughout; however, replace the phrase “date of the information circular” with “date of the AIF” throughout. Disregard paragraph 10.3(a). Item 12 ‑ Appointment of Auditor Name the auditor. If the auditor was first appointed within the last five years, state the date when the auditor was first appointed. 1261 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 51‑102F3 MATERIAL CHANGE REPORT PART 1 GENERAL PROVISIONS (a) Confidentiality If this Report is filed on a confidential basis, state in block capitals “CONFIDENTIAL” at the beginning of the Report. (b) Use of “Company” Wherever this Form uses the word “company” the term includes other types of business organizations such as partnerships, trusts and other unincorporated business entities. (c) Numbering and Headings The numbering, headings and ordering of the items included in this Form are guidelines only. You do not need to include the headings or numbering or follow the order of items in this Form. Disclosure provided in response to any item need not be repeated elsewhere. (d) Defined Terms If a term is used but not defined in this Form, refer to Part 1 of National Instrument 51‑102 and to National Instrument 14‑101 Definitions. If a term is used in this Form and is defined in both the securities statute of a local jurisdiction and in National Instrument 51‑102, refer to section 1.4 of Companion Policy 51‑102CP. (e) Plain Language Write the Report so that readers are able to understand it. Consider both the level of detail provided and the language used in the document. Refer to the plain language principles listed in section 1.5 of Companion Policy 51‑102CP. If you use technical terms, explain them in a clear and concise manner. PART 2 CONTENT OF MATERIAL CHANGE REPORT Item 1 Name and Address of Company State the full name of your company and the address of its principal office in Canada. Item 2 Date of Material Change State the date of the material change. Item 3 News Release State the date and method(s) of dissemination of the news release issued under section 7.1 of National Instrument 51‑102. Item 4 Summary of Material Change Provide a brief but accurate summary of the nature and substance of the material change. 1262 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 5 Full Description of Material Change 5.1 Full Description of Material Change Supplement the summary required under Item 4 with sufficient disclosure to enable a reader to appreciate the significance and impact of the material change without having to refer to other material. Management is in the best position to determine what facts are significant and must disclose those facts in a meaningful manner. See also Item 7. Some examples of significant facts relating to the material change include: dates, parties, terms and conditions, description of any assets, liabilities or capital affected, purpose, financial or dollar values, reasons for the change, and a general comment on the probable impact on the issuer or its subsidiaries. Specific financial forecasts would not normally be required. Other additional disclosure may be appropriate depending on the particular situation. 5.2 Disclosure for Restructuring Transactions This item applies to a material change report filed in respect of the closing of a restructuring transaction under which securities are to be changed, exchanged, issued or distributed. This item does not apply if, in respect of the transaction, your company sent an information circular to its securityholders or filed a prospectus or a securities exchange takeover bid circular. Include the disclosure for each entity that resulted from the restructuring transaction, if your company has an interest in that entity, required by section 14.2 of Form 51‑102F5. You may satisfy the requirement to include this disclosure by incorporating the information by reference to another document. INSTRUCTIONS: (i) If your company is engaged in oil and gas activities, the disclosure under Item 5 must also satisfy the requirements of Part 6 of National Instrument 51‑101 Standards of Disclosure for Oil and Gas Activities. (ii) If you incorporate information by reference to another document, clearly identify the referenced document or any excerpt from it. Unless you have already filed the referenced document or excerpt, you must file it with the material change report. You must also disclose that the document is on SEDAR+ at www.sedarplus.com. Item 6 Reliance on subsection 7.1(2) of National Instrument 51‑102 If this Report is being filed on a confidential basis in reliance on subsection 7.1(2) of National Instrument 51‑102, state the reasons for such reliance. INSTRUCTION: Refer to subsections 7.1 (5), (6) and (7) of National Instrument 51‑102 concerning continuing obligations in respect of reports filed under subsection 7.1(2) of National Instrument 51‑102. Item 7 Omitted Information State whether any information has been omitted on the basis that it is confidential information. 1263 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 In a separate letter to the applicable regulator or securities regulatory authority marked “Confidential” provide the reasons for your company’s omission of confidential significant facts in the Report in sufficient detail to permit the applicable regulator or securities regulatory authority to determine whether to exercise its discretion to allow the omission of these significant facts. INSTRUCTION: In certain circumstances where a material change has occurred and a Report has been or is about to be filed but subsection 7.1(2) or (5) of National Instrument 51‑102 is not or will no longer be relied upon, your company may nevertheless believe one or more significant facts otherwise required to be disclosed in the Report should remain confidential and not be disclosed or not be disclosed in full detail in the Report. Item 8 Executive Officer Give the name and business telephone number of an executive officer of your company who is knowledgeable about the material change and the Report, or the name of an officer through whom such executive officer may be contacted. Item 9 Date of Report Date the Report. FORM 51‑102F4 BUSINESS ACQUISITION REPORT PART 1 GENERAL PROVISIONS (a) What is a Business Acquisition Report? Your company must file a Business Acquisition Report after completing a significant acquisition. See Part 8 of National Instrument 51‑102. The Business Acquisition Report describes the significant businesses acquired by your company and the effect of the acquisition on your company. (b) Use of “Company” Wherever this Form uses the word “company”, the term includes other types of business organizations such as partnerships, trusts and other unincorporated business entities. (c) Focus on Relevant Information When providing the disclosure required by this Form, focus your discussion on information that is relevant to an investor, analyst or other reader. (d) Incorporating Material By Reference You may incorporate information required by this Form by reference to another document. Clearly identify the referenced document, or any excerpt of it, that you incorporate into this Report. Unless you have already filed the referenced document or excerpt, including any documents incorporated by reference into the document or excerpt, you must file it with this Report. You must also disclose that the document is on SEDAR+ at www.sedarplus.com. 1264 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (e) Defined Terms If a term is used but not defined in this Form, refer to Part 1 of National Instrument 51‑102 and to National Instrument 14‑101 Definitions. If a term is used in this Form and is defined in both the securities statute of a local jurisdiction and in National Instrument 51‑102, refer to section 1.4 of Companion Policy 51‑102CP for further guidance. This Form also uses accounting terms that are defined or used in Canadian GAAP applicable to publicly accountable enterprises. For further guidance, see subsections 1.4(7) and (8) of Companion Policy 51‑102CP. (f) Plain Language Write this Report so that readers are able to understand it. Consider both the level of detail provided and the language used in the document. Refer to the plain language principles listed in section 1.5 of Companion Policy 51‑102CP for further guidance. If you use technical terms, explain them in a clear and concise manner. (g) Numbering and Headings The numbering, headings and ordering of items included in this Form are guidelines only. You do not need to include the headings or numbering or follow the order of items in this Form. Disclosure provided in response to any item need not be repeated elsewhere in the Report. PART 2 CONTENT OF BUSINESS ACQUISITION REPORT Item 1 Identity of Company 1.1 Name and Address of Company State the full name of your company and the address of its principal office in Canada. 1.2 Executive Officer Give the name and business telephone number of an executive officer of your company who is knowledgeable about the significant acquisition and the Report, or the name of an officer through whom such executive officer may be contacted. Item 2 Details of Acquisition 2.1 Nature of Business Acquired Describe the nature of the business acquired. 2.2 Acquisition Date State the acquisition date used for accounting purposes. 2.3 Consideration Disclose the type and amount of consideration, both monetary and non‑monetary, paid or payable by your company in connection with the significant acquisition, including contingent consideration. Identify the source of funds used by your company for the acquisition, including a description of any financing associated with the acquisition. 1265 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2.4 Effect on Financial Position Describe any plans or proposals for material changes in your business affairs or the affairs of the acquired business which may have a significant effect on the financial performance and financial position of your company. Examples include any proposal to liquidate the business, to sell, lease or exchange all or a substantial part of its assets, to amalgamate the business with any other business organization or to make any material changes to your business or the business acquired such as changes in corporate structure, management or personnel. 2.5 Prior Valuations Describe in sufficient detail any valuation opinion obtained within the last 12 months by the acquired business or your company required by securities legislation or a Canadian exchange or market to support the consideration paid by your company or any of its subsidiaries for the business, including the name of the author, the date of the opinion, the business to which the opinion relates, the value attributed to the business and the valuation methodologies used. 2.6 Parties to Transaction State whether the transaction is with an informed person, associate or affiliate of your company and, if so, the identity and the relationship of the other parties to your company. 2.7 Date of Report Date the Report. Item 3 Financial Statements and Other Information Include the financial statements or other information required by Part 8 of National Instrument 51‑102. If applicable, disclose that the auditors have not given their consent to include their audit report in this Report. FORM 51‑102F5 INFORMATION CIRCULAR PART 1 GENERAL PROVISIONS (a) Timing of Information The information required by this Form 51‑102F5 must be given as of a specified date not more than thirty days prior to the date you first send the information circular to any securityholder of the company. (b) Use of “Company” Wherever this Form uses the word “company”, the term includes other types of business organizations such as partnerships, trusts and other unincorporated business entities. (c) Incorporating Material by Reference You may incorporate information required to be included in your information circular by reference to another document. Clearly identify the referenced document or any excerpt of it that you incorporate into your information circular. Unless you have already filed the referenced document or excerpt, including any documents 1266 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) incorporated by reference into the document or excerpt, you must file it with your information circular. You must also disclose that the document is on SEDAR+ at www.sedarplus.com and that, upon request, you will promptly provide a copy of any such document free of charge to a securityholder of the company. However, you may not incorporate information required to be included in Form 51‑102F6 Statement of Executive Compensation or Form 51‑102F6V Statement of Executive Compensation ‑ Venture Issuers by reference into your information circular. (d) Defined Terms If a term is used but not defined in this Form, refer to Part 1 of National Instrument 51‑102 and to National Instrument 14‑101 Definitions. If a term is used in this Form and is defined in both the securities statute of the local jurisdiction and in National Instrument 51‑102, refer to section 1.4 of Companion Policy 51‑102CP for further guidance. This Form also uses accounting terms that are defined or used in Canadian GAAP applicable to publicly accountable enterprises. For further guidance, see subsections 1.4(7) and (8) of Companion Policy 51‑102CP. (e) Plain Language Write this document so that readers are able to understand it. Refer to the plain language principles listed in section 1.5 of Companion Policy 51‑102CP for further guidance. If you use technical terms, explain them in a clear and concise manner. (f) Numbering and Headings The numbering, headings and ordering of items included in this Form are guidelines only. You do not need to include the headings or numbering or follow the order of items in this Form. Disclosure provided in response to any item need not be repeated elsewhere. (g) Tables and Figures Where it is practicable and appropriate, present information in tabular form. State all amounts in figures. (h) Omitting Information You do not need to respond to any item in this Form that is inapplicable. You may also omit information that is not known to the person or company on whose behalf the solicitation is made and that is not reasonably within the power of the person or company to obtain, if you briefly state the circumstances that render the information unavailable. You may omit information that was contained in another information circular, notice of meeting or form of proxy sent to the same persons or companies whose proxies were solicited in connection with the same meeting, as long as you clearly identify the particular document containing the information. PART 2 CONTENT Item 1 Date Specify the date of the information circular. Item 2 Revocability of Proxy State whether the person or company giving the proxy has the power to revoke it. If any right of revocation is limited or is subject to compliance with any formal procedure, briefly describe the limitation or procedure. 1267 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 3 Persons Making the Solicitation 3.1 If a solicitation is made by or on behalf of management of the company, state this. Name any director of the company who has informed management in writing that he or she intends to oppose any action intended to be taken by management at the meeting and indicate the action that he or she intends to oppose.

3.2 If a solicitation is made other than by or on behalf of management of the company, state this and give the name of the person or company by whom, or on whose behalf, it is made. 3.3 If the solicitation is to be made other than by mail, describe the method to be employed. If the solicitation is to be made by specially engaged employees or soliciting agents, state: (a) the parties to and material features of any contract or arrangement for the solicitation; and (b) the cost or anticipated cost thereof. 3.4 State who has borne or will bear, directly or indirectly, the cost of soliciting. Item 4 Proxy Instructions 4.1 The information circular or the form of proxy to which the information circular relates must indicate in bold‑face type that the securityholder has the right to appoint a person or company to represent the securityholder at the meeting other than the person or company, if any, designated in the form of proxy and must contain instructions as to the manner in which the securityholder may exercise the right. 4.2 The information circular or the form of proxy to which the information circular relates must state that the securities represented by the proxy will be voted or withheld from voting in accordance with the instructions of the securityholder on any ballot that may be called for and that, if the securityholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. 4.3 The information circular must include the following, if applicable: (a) a statement that the reporting issuer is sending proxy‑related materials to registered holders or beneficial owners using notice‑and‑access and, if stratification will be used, a description of the types of registered holders or beneficial owners who will receive paper copies of the information circular and, if applicable, the documents in paragraph 9.1.1(2)(b); (b) a statement that the reporting issuer is sending proxy‑related materials directly to non‑objecting beneficial owners under NI 54‑101; (c) a statement that management of the reporting issuer does not intend to pay for intermediaries to forward to objecting beneficial owners under NI 54‑101 the proxy‑related materials and Form 54‑101F7 ‑ Request for Voting Instructions Made by Intermediary, and that in the case of an objecting beneficial owner, the objecting beneficial owner will not receive the materials unless the objecting beneficial owner’s intermediary assumes the cost of delivery. 1268 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 5 Interest of Certain Persons or Companies in Matters to be Acted Upon Briefly describe any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of each of the following persons or companies in any matter to be acted upon other than the election of directors or the appointment of auditors: (a) if the solicitation is made by or on behalf of management of the company, each person who has been a director or executive officer of the company at any time since the beginning of the company’s last financial year; (b) if the solicitation is made other than by or on behalf of management of the company, each person or company by whom, or on whose behalf, directly or indirectly, the solicitation is made; (c) each proposed nominee for election as a director of the company; and (d) each associate or affiliate of any of the persons or companies listed in paragraphs (a) to (c). INSTRUCTIONS: (i) The following persons and companies are deemed to be persons or companies by whom or on whose behalf the solicitation is made (collectively, “solicitors” or individually a “solicitor”): (A) any member of a committee or group that solicits proxies, and any person or company whether or not named as a member who, acting alone or with one or more other persons or companies, directly or indirectly takes the initiative or engages in organizing, directing or financing any such committee or group; (B) any person or company who contributes, or joins with another to contribute, more than $250 to finance the solicitation of proxies; or (C) any person or company who lends money, provides credit, or enters into any other arrangements, under any contract or understanding with a solicitor, for the purpose of financing or otherwise inducing the purchase, sale, holding or voting of securities of the company but not including a bank or other lending institution or a dealer that, in the ordinary course of business, lends money or executes orders for the purchase or sale of securities. (ii) Subject to paragraph (i), the following persons and companies are deemed not to be solicitors: (A) any person or company retained or employed by a solicitor to solicit proxies or any person or company who merely transmits proxy‑soliciting material or performs ministerial or clerical duties; (B) any person or company employed or retained by a solicitor in the capacity of lawyer, accountant, or advertising, public relations, investor relations or financial advisor and whose activities are limited to the performance of their duties in the course of the employment or retainer; (C) any person regularly employed as an officer or employee of the company or any of its affiliates; or (D) any officer or director of, or any person regularly employed by, any solicitor. 1269 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 6 Voting Securities and Principal Holders of Voting Securities 6.1 For each class of voting securities of the company entitled to be voted at the meeting, state the number of securities outstanding and the particulars of voting rights for each class. 6.2 For each class of restricted securities, provide the information required in subsection 10.1(1) of National Instrument 51‑102. 6.3 Give the record date as of which the securityholders entitled to vote at the meeting will be determined or particulars as to the closing of the security transfer register, as the case may be, and, if the right to vote is not limited to securityholders of record as of the specified record date, indicate the conditions under which securityholders are entitled to vote. 6.4 If action is to be taken with respect to the election of directors and if the securityholders or any class of securityholders have the right to elect a specified number of directors or have cumulative or similar voting rights, include a statement of such rights and state briefly the conditions precedent, if any, to the exercise thereof. 6.5 If, to the knowledge of the company’s directors or executive officers, any person or company beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10 per cent or more of the voting rights attached to any class of voting securities of the company, name each person or company and state: (a) the approximate number of securities beneficially owned, or controlled or directed, directly or indirectly, by each such person or company; and (b) the percentage of the class of outstanding voting securities of the company represented by the number of voting securities so owned, controlled or directed, directly or indirectly. Item 7 Election of Directors 7.1 If directors are to be elected, provide the following information, in tabular form to the extent practicable, for each person proposed to be nominated for election as a director (a “proposed director”) and each other person whose term of office as a director will continue after the meeting: (a) State the name, province or state, and country of residence, of each director and proposed director. (b) State the period or periods during which each director has served as a director and when the term of office for each director and proposed director will expire. (c) Identify the members of each committee of the board. (d) State the present principal occupation, business or employment of each director and proposed director. Give the name and principal business of any company in which any such employment is carried on. Furnish similar information as to all of the principal occupations, businesses or employments of each proposed director within the five preceding years, unless the proposed director is now a director and was elected to the present term of office by a vote of securityholders at a meeting, the notice of which was accompanied by an information circular. 1270 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (e) if a director or proposed director has held more than one position in the company, or a parent or subsidiary, state only the first and last position held. (f) State the number of securities of each class of voting securities of the company or any of its subsidiaries beneficially owned, or controlled or directed, directly or indirectly, by each proposed director. (g) If securities carrying 10 per cent or more of the voting rights attached to all voting securities of the company or of any of its subsidiaries are beneficially owned, or controlled or directed, directly or indirectly, by any proposed director and the proposed director’s associates or affiliates: (i) state the number of securities of each class of voting securities beneficially owned, or controlled or directed, directly or indirectly, by the associates or affiliates; and (ii) name each associate or affiliate whose security holdings are 10 per cent or more. 7.2 If a proposed director: (a) is, as at the date of the information circular, or has been, within 10 years before the date of the information circular, a director, chief executive officer or chief financial officer of any company (including the company in respect of which the information circular is being prepared) that: (i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; state the fact and describe the basis on which the order was made and whether the order is still in effect; or (b) is, as at the date of the information circular, or has been within 10 years before the date of the information circular, a director or executive officer of any company (including the company in respect of which the information circular is being prepared) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact; or (c) has, within the 10 years before the date of the information circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director, state the fact. 7.2.1 Describe the penalties or sanctions imposed and the grounds on which they were imposed, or the terms of the settlement agreement and the circumstances that gave rise to the settlement agreement, if a proposed director has been subject to: 1271 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director. 7.2.2 Despite section 7.2.1, no disclosure is required of a settlement agreement entered into before December 31, 2000 unless the disclosure would likely be important to a reasonable securityholder in deciding whether to vote for a proposed director. INSTRUCTIONS: (i) The disclosure required by sections 7.2 and 7.2.1 also applies to any personal holding companies of the proposed director. (ii) A management cease trade order which applies to directors or executive officers of a company is an “order” for the purposes of paragraph 7.2(a)(i) and must be disclosed, whether or not the proposed director was named in the order. (iii) A late filing fee, such as a filing fee that applies to the late filing of an insider report, is not a “penalty or sanction” for the purposes of section 7.2.1. (iv) The disclosure in paragraph 7.2(a)(i) only applies if the proposed director was a director, chief executive officer or chief financial officer when the order was issued against the company. You do not have to provide disclosure if the proposed director became a director, chief executive officer or chief financial officer after the order was issued. 7.2.3 For the purposes of subsection 7.2(a), “order” means: (a) a cease trade order; (b) an order similar to a cease trade order; or (c) an order that denied the relevant company access to any exemption under securities legislation; that was in effect for a period of more than 30 consecutive days. 7.3 If any proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the company acting solely in such capacity, name the other person or company and describe briefly the arrangement or understanding. Item 8 Executive Compensation If you are sending this information circular in connection with a meeting: (a) that is an annual general meeting; (b) at which the company’s directors are to be elected; or (c) at which the company’s securityholders will be asked to vote on a matter relating to executive compensation; include a completed Form 51‑102F6 Statement of Executive Compensation or, in the case of a venture issuer, a completed Form 51‑102F6 Statement of Executive Compensation or a completed Form 51‑102F6V Statement of Executive Compensation ‑ Venture Issuers. 1272 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 9 Securities Authorized for Issuance Under Equity Compensation Plans 9.1 Equity Compensation Plan Information (1) Provide the information in subsection (2) if you are sending this information circular in connection with a meeting: (a) that is an annual general meeting; (b) at which the company’s directors are to be elected; or (c) at which the company’s securityholders will be asked to vote on a matter relating to executive compensation or a transaction that involves the company issuing securities. (2) In the tabular form under the caption set out, provide the information specified in section 9.2 as of the end of the company’s most recently completed financial year with respect to compensation plans under which equity securities of the company are authorized for issuance, aggregated as follows: (a) all compensation plans previously approved by securityholders; and (b) all compensation plans not previously approved by securityholders. Equity Compensation Plan Information Number of securities remaining available for Number of securities to future issuance under be issued upon exercise Weighted‑average equity compensation of outstanding options, exercise price of plans (excluding warrants outstanding options, securities reflected in and rights warrants and rights column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by securityholders Equity compensation plans not approved by securityholders Total 9.2 Include in the table the following information as of the end of the company’s most recently completed financial year for each category of compensation plan described in section 9.1: (a) the number of securities to be issued upon the exercise of outstanding options, warrants and rights (column (a)); (b) the weighted‑average exercise price of the outstanding options, warrants and rights disclosed under subsection 9.2(a) (column (b)); and 1273 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) other than securities to be issued upon the exercise of the outstanding options, warrants and rights disclosed in subsection 9.2(a), the number of securities remaining available for future issuance under the plan (column (c)). 9.3 For each compensation plan under which equity securities of the company are authorized for issuance and that was adopted without the approval of securityholders, describe briefly, in narrative form, the material features of the plan. INSTRUCTIONS: (i) The disclosure under Item 9 relating to compensation plans must include individual compensation arrangements. (ii) Provide disclosure with respect to any compensation plan of the company (or parent, subsidiary or affiliate of the company) under which equity securities of the company are authorized for issuance to employees or non‑employees (such as directors, consultants, advisors, vendors, customers, suppliers or lenders) in exchange for consideration in the form of goods or services. You do not have to provide disclosure regarding any plan, contract or arrangement for the issuance of warrants or rights to all securityholders of the company on a pro rata basis (such as a rights offering). (iii) If more than one class of equity security is issued under the company’s compensation plans, disclose aggregate plan information for each class of security separately. (iv) You may aggregate information regarding individual compensation arrangements with the plan information required under subsections 9.1(a) and (b), as applicable. (v) You may aggregate information regarding a compensation plan assumed in connection with a merger, consolidation or other acquisition transaction pursuant to which the company may make subsequent grants or awards of its equity securities with the plan information required under subsections 9.1(a) and (b), as applicable. Disclose on an aggregated basis in a footnote to the table the information required under subsections 9.2(a) and (b) with respect to any individual options, warrants or rights outstanding under the compensation plan assumed in connection with a merger, consolidation or other acquisition transaction. (vi) To the extent that the number of securities remaining available for future issuance disclosed in column (c) includes securities available for future issuance under any compensation plan other than upon the exercise of an option, warrant or right, disclose the number of securities and type of plan separately for each such plan in a footnote to the table. 1274 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (vii) If the description of a compensation plan set forth in the company’s financial statements contains the disclosure required by section 9.3, a cross‑reference to the description satisfies the requirements of section 9.3. (viii) An equity compensation plan contains a formula for calculating the number of securities available for issuance under the plan, including, without limitation, a formula that automatically increases the number of securities available for issuance by a percentage of the number of outstanding securities of the company, describe this formula in a footnote to the table. Item 10 Indebtedness of Directors and Executive Officers 10.1 Aggregate Indebtedness AGGREGATE INDEBTEDNESS ($) Purpose To the Company or its To Another Entity Subsidiaries (a) (b) (c) Share purchases Other (1) Complete the above table for the aggregate indebtedness outstanding as at a date within thirty days before the date of the information circular entered into in connection with: (a) a purchase of securities; and (b) all other indebtedness. (2) Report separately the indebtedness to: (a) the company or any of its subsidiaries (column (b)); and (b) another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the company or any of its subsidiaries (column (c)); of all executive officers, directors, employees and former executive officers, directors and employees of the company or any of its subsidiaries. (3) “Support agreement” includes, but is not limited to, an agreement to provide assistance in the maintenance or servicing of any indebtedness and an agreement to provide compensation for the purpose of maintaining or servicing any indebtedness of the borrower. 1275 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 10.2 Indebtedness of Directors and Executive Officers under (1) Securities Purchase and (2) Other Programs INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER (1) SECURITIES PURCHASE AND (2) OTHER PROGRAMS Name and Involvement Largest Amount Financially Security Amount Principal of Company Amount Oustanding as Assisted for Forgiven Position or Outstanding at [Date within Securities Indebtedness During Subsidiary During 30 days] ($) Purchases [Most [Most During [Most Recently Recently Recently Completed Completed Completed Financial financial FinancialYear] Year] ($) Year] ($) (#) (a) (b) (c) (d) (e) (f) (g) Securities Purchase Programs Other Programs (1) Complete the above table for each individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the company, each proposed nominee for election as a director of the company, and each associate of any such director, executive officer or proposed nominee: (a) who is, or at any time since the beginning of the most recently completed financial year of the company has been, indebted to the company or any of its subsidiaries; or (b) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the company or any of its subsidiaries; and separately disclose the indebtedness for security purchase programs and all other programs. (2) Note the following: Column (a) ‑ disclose the name and principal position of the borrower. If the borrower was, during the most recently completed financial year, but no longer is a director or executive officer, state that fact. If the borrower is a proposed nominee for election as a director, state that fact. If the borrower is included as an associate, describe briefly the relationship of the borrower to an individual who is or, during the financial year, was a director or executive officer or who is a proposed nominee for election as a director, name that individual and provide the information required by this subparagraph for that individual. Column (b) ‑ disclose whether the company or a subsidiary of the company is the lender or the provider of a guarantee, support agreement, letter of credit or similar arrangement or understanding. 1276 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Column (c) ‑ disclose the largest aggregate amount of the indebtedness outstanding at any time during the most recently completed financial year. Column (d) ‑ disclose the aggregate amount of indebtedness outstanding as at a date within thirty days before the date of the information circular. Column (e) ‑ disclose separately for each class or series of securities, the sum of the number of securities purchased during the most recently completed financial year with the financial assistance (security purchase programs only). Column (f) ‑ disclose the security for the indebtedness, if any, provided to the company, any of its subsidiaries or the other entity (security purchase programs only). Column (g) ‑ disclose the total amount of indebtedness that was forgiven at any time during the most recently completed financial year. (3) Supplement the above table with a summary discussion of: (a) the material terms of each incidence of indebtedness and, if applicable, of each guarantee, support agreement, letter of credit or other similar arrangement or understanding, including: (i) the nature of the transaction in which the indebtedness was incurred; (ii) the rate of interest; (iii) the term to maturity; (iv) any understanding, agreement or intention to limit recourse; and (v) any security for the indebtedness; (b) any material adjustment or amendment made during the most recently completed financial year to the terms of the indebtedness and, if applicable, the guarantee, support agreement, letter of credit or similar arrangement or understanding. Forgiveness of indebtedness reported in column (g) of the above table should be explained; and (c) the class or series of the securities purchased with financial assistance or held as security for the indebtedness and, if the class or series of securities is not publicly traded, all material terms of the securities, including the provisions for exchange, conversion, exercise, redemption, retraction and dividends. 10.3 You do not need to disclose information required by this Item: (a) if you are not sending this information circular in connection with a meeting: (i) that is an annual general meeting; (ii) at which the company’s directors are to be elected; or (iii) at which the company’s securityholders will be asked to vote on a matter relating to executive compensation; (b) for any indebtedness that has been entirely repaid on or before the date of the information circular; or 1277 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) for routine indebtedness. “Routine indebtedness” means indebtedness described in any of the following clauses: (i) If the company or its subsidiary makes loans to employees generally: (A) the loans are made on terms no more favourable than the terms on which loans are made by the company or its subsidiary to employees generally; and (B) the amount, at any time during the last completed financial year, remaining unpaid under the loans to the director, executive officer or proposed nominee, together with his or her associates, does not exceed $50,000. (ii) A loan to a person or company who is a full‑time employee of the company: (A) that is fully secured against the residence of the borrower; and (B) the amount of which in total does not exceed the annual salary of the borrower. (iii) If the company or its subsidiary makes loans in the ordinary course of business, a loan made to a person or company other than a full‑time employee of the company: (A) on substantially the same terms, including those as to interest rate and security, as are available when a loan is made to other customers of the company or its subsidiary with comparable credit; and (B) with no more than the usual risks of collectibility. (iv) A loan arising by reason of purchases made on usual trade terms or of ordinary travel or expense advances, or for similar reasons, if the repayment arrangements are in accord with usual commercial practice. Item 11 Interest of Informed Persons in Material Transactions Describe briefly and, where practicable, state the approximate amount of any material interest, direct or indirect, of any informed person of the company, any proposed director of the company, or any associate or affiliate of any informed person or proposed director, in any transaction since the commencement of the company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the company or any of its subsidiaries. INSTRUCTIONS: (i) Briefly describe the material transaction. State the name and address of each person or company whose interest in any transaction is described and the nature of the relationship giving rise to the interest. (ii) For any transaction involving the purchase or sale of assets by or to the company or any subsidiary, other than in the ordinary course of business, state the cost of the assets to the purchaser and the cost of the assets to the seller, if acquired by the seller within two years prior to the transaction. (iii) This Item does not apply to any interest arising from the ownership of securities of the company where the securityholder receives no extra or special benefit or advantage not shared on a proportionate basis by all holders of the same class of securities or by all holders of the same class of securities who are resident in Canada. 1278 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (iv) Include information as to any material underwriting discounts or commissions upon the sale of securities by the company where any of the specified persons or companies was or is to be an underwriter in a contractual relationship with the company with respect to securities or is an associate or affiliate of a person or company that was or is to be such an underwriter. (v) You do not need to disclose the information required by this Item for any transaction or any interest in that transaction if: (A) the rates or charges involved in the transaction are fixed by law or determined by competitive bids; (B) the interest of the specified person in the transaction is solely that of director of another company that is a party to the transaction; (C) the transaction involves services as a bank or other depositary of funds, transfer agent, registrar, trustee under a trust indenture or other similar services; or (D) the transaction does not directly or indirectly, involve remuneration for services; and (I) the interest of the specified person or company arose from the beneficial ownership, direct or indirect, of less than 10 per cent of any class of voting securities of another company that is a party to the transaction; (II) the transaction is in the ordinary course of business of the company or its subsidiaries; and (III) the amount of the transaction or series of transactions is less than 10 per cent of the total sales or purchases, as the case may be, of the company and its subsidiaries for the most recently completed financial year. (vi) Provide information for transactions not excluded above which involve remuneration, directly or indirectly, to any of the specified persons or companies for services in any capacity unless the interest of the person arises solely from the beneficial ownership, direct or indirect, of less than 10 per cent of any class of voting securities of another company furnishing the services to the company or its subsidiaries. Item 12 Appointment of Auditor Name the auditor of the company. If the auditor was first appointed within the last five years, state the date when the auditor was first appointed. If action is to be taken to replace an auditor, provide the information required under section 4.11 of National Instrument 51‑102. 1279 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 13 Management Contracts If management functions of the company or any of its subsidiaries are to any substantial degree performed other than by the directors or executive officers of the company or subsidiary: (a) give details of the agreement or arrangement under which the management functions are performed, including the name and address of any person or company who is a party to the agreement or arrangement or who is responsible for performing the management functions; (b) give the names and provinces of residence of any person that was, during the most recently completed financial year, an informed person of any person or company with which the company or subsidiary has any such agreement or arrangement and, if the following information is known to the directors or executive officers of the company, give the names and provinces of residence of any person or company that would be an informed person of any person or company with which the company or subsidiary has any such agreement or arrangement if the person were an issuer; (c) for any person or company named under paragraph (a) state the amounts paid or payable by the company and its subsidiaries to the person or company since the commencement of the most recently completed financial year and give particulars; and (d) for any person or company named under paragraph (a) or (b) and their associates or affiliates, give particulars of: (i) any indebtedness of the person, company, associate or affiliate to the company or its subsidiaries that was outstanding; and (ii) any transaction or arrangement of the person, company, associate or affiliate with the company or subsidiary; at any time since the start of the company’s most recently completed financial year. INSTRUCTIONS: (i) Do not refer to any matter that is relatively insignificant. (ii) In giving particulars of indebtedness, state the largest aggregate amount of indebtedness outstanding at any time during the period, the nature of the indebtedness and of the transaction in which it was incurred, the amount of the indebtedness presently outstanding and the rate of interest paid or charged on the indebtedness. (iii) Do not include as indebtedness amounts due from the particular person for purchases subject to usual trade terms, for ordinary travel and expense advances and for other similar transactions. 1280 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 14 Particulars of Matters to be Acted Upon 14.1 If action is to be taken on any matter to be submitted to the meeting of securityholders other than the approval of annual financial statements, briefly describe the substance of the matter, or related groups of matters, except to the extent described under the foregoing items, in sufficient detail to enable reasonable securityholders to form a reasoned judgment concerning the matter. Without limiting the generality of the foregoing, such matters include alterations of share capital, charter amendments, property acquisitions or dispositions, reverse takeovers, amalgamations, mergers, arrangements or reorganizations and other similar transactions. 14.2 If the action to be taken is in respect of a significant acquisition as determined under Part 8 of National Instrument 51‑102 under which securities of the acquired business are being exchanged for the company’s securities, or in respect of a restructuring transaction under which securities are to be changed, exchanged, issued or distributed, include disclosure for: (a) the company, if the company has not filed all documents required under National Instrument 51‑102; (b) the business being acquired, if the matter is a significant acquisition; (c) each entity, other than the company, whose securities are being changed, exchanged, issued or distributed, if: (i) the matter is a restructuring transaction; and (ii) the company’s current securityholders will have an interest in that entity after the restructuring transaction is completed; and (d) each entity that would result from the significant acquisition or restructuring transaction, if the company’s securityholders will have an interest in that entity after the significant acquisition or restructuring transaction is completed. The disclosure for the company, business or entity must be the disclosure (including financial statements) prescribed under securities legislation and described in the form of prospectus that the company, business or entity, respectively, would be eligible to use immediately prior to the sending and filing of the information circular in respect of the significant acquisition or restructuring transaction, for a distribution of securities in the jurisdiction. 14.3 If the matter is one that is not required to be submitted to a vote of securityholders, state the reasons for submitting it to securityholders and state what action management intends to take in the event of a negative vote by the securityholders. 14.4 Section 14.2 does not apply to an information circular that is sent to holders of voting securities of a reporting issuer soliciting proxies otherwise than on behalf of management of the reporting issuer (a “dissident circular”), unless the sender of the dissident circular is proposing a significant acquisition or restructuring transaction involving the reporting issuer and the sender, under which securities of the sender, or an affiliate of the sender, are to be distributed or transferred to securityholders of the reporting issuer. However, a sender of a dissident circular shall include in the dissident circular the disclosure required by section 14.2 if the sender of the dissident circular is proposing a significant acquisition or restructuring transaction under which securities of the sender or securities of an affiliate of the sender are to be changed, exchanged, issued or distributed. 1281 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 14.5 A company satisfies section 14.2 if it prepares an information circular in connection with a Qualifying Transaction, for a company that is a CPC, or in connection with a Reverse Take‑Over (as Qualifying Transaction, CPC and Reverse Take‑Over are defined in the TSX Venture Exchange policies) provided that the company complies with the policies and requirements of the TSX Venture Exchange in respect of that Qualifying Transaction or Reverse Take‑Over. INSTRUCTION: For the purposes of section 14.2, a securityholder will not be considered to have an interest in an entity after an acquisition or restructuring transaction is completed if the securityholder will only hold a redeemable security that is immediately redeemed for cash. Item 15 Restricted Securities 15.1 If the action to be taken involves a transaction that would have the effect of converting or subdividing, in whole or in part, existing securities into restricted securities, or creating new restricted securities, the information circular must also include, as part of the minimum disclosure required, a detailed description of: (a) the voting rights attached to the restricted securities that are the subject of the transaction or that will result from the transaction either directly or following a conversion, exchange or exercise, and the voting rights, if any, attached to the securities of any other class of securities of the company that are the same or greater on a per security basis than those attached to the restricted securities that are the subject of the transaction or that will result from the transaction either directly or following a conversion, exchange or exercise; (b) the percentage of the aggregate voting rights attached to the company’s securities that are represented by the class of restricted securities; (c) any significant provisions under applicable corporate and securities law, in particular whether the restricted securities may or may not be tendered in any takeover bid for securities of the reporting issuer having voting rights superior to those attached to the restricted securities, that do not apply to the holders of the restricted securities that are the subject of the transaction or that will result from the transaction either directly or following a conversion, exchange or exercise, but do apply to the holders of another class of equity securities, and the extent of any rights provided in the constating documents or otherwise for the protection of holders of the restricted securities; and (d) any rights under applicable corporate law, in the constating documents or otherwise, of holders of restricted securities that are the subject of the transaction either directly or following a conversion, exchange or exercise, to attend, in person or by proxy, meetings of holders of equity securities of the company and to speak at the meetings to the same extent that holders of equity securities are entitled. 15.2 If holders of restricted securities do not have all of the rights referred to in section 15.1, the detailed description referred to in section 15.1 must include, in bold‑face type, a statement of the rights the holders do not have. Item 16 Additional Information 16.1 Disclose that additional information relating to the company is on SEDAR+ at www.sedarplus.com. Disclose how securityholders may contact the company to request copies of the company’s financial statements and MD&A. 1282 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 16.2 Include a statement that financial information is provided in the company’s comparative annual financial statements and MD&A for its most recently completed financial year. FORM 51‑102F6 STATEMENT OF EXECUTIVE COMPENSATION (in respect of financial years ending on or after December 31, 2008) ITEM 1 ‑ GENERAL PROVISIONS 1.1 Objective All direct and indirect compensation provided to certain executive officers and directors for, or in connection with, services they have provided to the company or a subsidiary of the company must be disclosed in this form. The objective of this disclosure is to communicate the compensation paid, made payable, awarded, granted, give or otherwise provided to each NEO and director for the financial year, and the decision‑making process relating to compensation. This disclosure will provide insight into executive compensation as a key aspect of the overall stewardship and governance of the company and will help investors understand how decisions about executive compensation are made. A company’s executive compensation disclosure under this form must satisfy this objective and subsections 9.3.1(1) or 11.6(1) of the Instrument. 1.2 Definitions If a term is used in this form but is not defined in this section, refer to subsection 1.1(1) of the Instrument or to National Instrument 14‑101 Definitions. In this form: “CEO” means an individual who acted as chief executive officer of the company, or acted in a similar capacity, for any part of the most recently completed financial year; “CFO” means an individual who acted as chief financial officer of the company, or acted in a similar capacity, for any part of the most recently completed financial year; “closing market price” means the price at which the company’s security was last sold, on the applicable date: (a) in the security’s principal marketplace in Canada; or (b) if the security is not listed or quoted on a marketplace in Canada, in the security’s principal marketplace; “company” includes other types of business organizations such as partnerships, trusts and other unincorporated business entities; “equity incentive plan” means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 Share‑based Payment; “external management company” includes a subsidiary, affiliate or associate of the external management company; 1283 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “grant date” means a date determined for financial statement reporting purposes under IFRS 2 Share‑based Payment; “incentive plan” means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period; “incentive plan award” means compensation awarded, earned, paid, or payable under an incentive plan; “NEO” or “named executive officer” means each of the following individuals: (a) a CEO; (b) a CFO; (c) each of the three most highly compensated executive officers, of the company, including any of its subsidiaries or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6), for that financial year; and (d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year; “non‑equity incentive plan” means an incentive plan or portion of an incentive plan that is not an equity incentive plan; “option‑based award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option‑like features; “plan” includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments or any other property may be received, whether for one or more persons; “replacement grant” means an option that a reasonable person would consider to be granted in relation to a prior or potential cancellation of an option; “repricing” means, in relation to an option, adjusting or amending the exercise or base price of the option, but excludes any adjustment or amendment that equally affects all holders of the class of securities underlying the option and occurs through the operation of a formula or mechanism in, or applicable to, the option; “share‑based award” means an award under an equity incentive plan of equity‑based instruments that do not have option‑like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock. 1284 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 1.3 Preparing the form (1) All compensation to be included (a) When completing this form, the company must disclose all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the company, or a subsidiary of the company, to each NEO and director, in any capacity, including, for greater certainty, all plan and non‑plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given, or otherwise provided to the NEO or director for services provided and for services to be provided, directly or indirectly, to the company or a subsidiary of the company. (b) Despite paragraph (a), in respect of the Canada Pension Plan, similar government plans, and group life, health, hospitalization, medical reimbursement and relocation plans that do not discriminate in scope, terms or operation and are generally available to all salaried employees, the company is not required to disclose as compensation: (i) any contributions or premiums paid or payable by the company on behalf of an NEO, or of a director, under these plans; and (ii) any cash, securities, similar instruments or any other property received by an NEO, or by a director, under these plans. (c) For greater certainty, the plans described in paragraph (b) include plans that provide for such benefits after retirement. (d) If an item of compensation is not specifically mentioned or described in this form, it is to be disclosed in column (h) (“All other compensation”) of the summary compensation table in section 3.1. (2) Departures from format (a) Although the required disclosure must be made in accordance with this form, the disclosure may: (i) omit a table, column of a table, or other prescribed information, if it does not apply; and (ii) add a table, column, or other information if: (A) necessary to satisfy the objective in section 1.1; and (B) to a reasonable person, the table, column, or other information does not detract from the prescribed information in the summary compensation table in section 3.1. (b) Despite paragraph (a), a company must not add a column in the summary compensation table in section 3.1.

(3) Information for full financial year If an NEO acted in that capacity for the company during part of the financial year for which disclosure is required in the summary compensation table, provide details of all of the compensation that the NEO received from the company for that financial year. This includes compensation the NEO earned in any other position with the company during the financial year. Do not annualize compensation in a table for any part of a year when an NEO was not in the service of the company. Annualized compensation may be disclosed in a footnote. 1285 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (4) External management companies (a) If one or more individuals acting as an NEO of the company are not employees of the company, disclose the names of those individuals. (b) If an external management company employs or retains one or more individuals acting as NEOs or directors of the company and the company has entered into an understanding, arrangement or agreement with the external management company to provide executive management services to the company directly or indirectly, disclose any compensation that: (i) Repealed. 17 Feb 2012 SR 4/2012 s3. (ii) the external management company paid to the individual that is attributable to the services they provided to the company directly or indirectly. (c) If an external management company provides the company’s executive management services and also provides executive management services to another company, disclose the entire compensation the external management company paid to the individual acting as an NEO or director, or acting in a similar capacity, in connection with services the external management company provided to the company, or the parent or a subsidiary of the company. If the management company allocates the compensation paid to an NEO or director, disclose the basis or methodology used to allocate this compensation. Commentary An NEO may be employed by an external management company and provide services to the company under an understanding, arrangement or agreement. In this case, references in this form to the CEO or CFO are references to the individuals who performed similar functions to that of the CEO or CFO. They are generally the same individuals who signed and filed annual and interim certificates to comply with National Instrument 52‑109 Certification of Disclosure in Issuers” Annual and Interim Filings. (5) Director and NEO compensation Disclose any compensation awarded to, earned by, paid to, or payable to each director and NEO, in any capacity with respect to the company. Compensation to directors and NEOs must include all compensation from the company and its subsidiaries. Disclose any compensation awarded to, earned by, paid to, or payable to, an NEO, or director, in any capacity with respect to the company, by another person or company. (6) Determining if an individual is an NEO For the purpose of calculating total compensation awarded to, earned by, paid to, or payable to an individual under paragraph (c) of the definition of NEO: 1286 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) use the total compensation that would be reported under column (i) of the summary compensation table required by section 3.1 for each executive officer, as if that executive officer were an NEO for the company’s most recently completed financial year; and (b) exclude from the calculation: (i) any compensation that would be reported under column (g) of the summary compensation table required by section 3.1; (ii) any incremental payments, payables, and benefits to an executive officer that are triggered by, or result from, a scenario listed in section 6.1 that occurred during the most recently completed financial year; and (iii) any cash compensation that relates to foreign assignments that is specifically intended to offset the impact of a higher cost of living in the foreign location, and is not otherwise related to the duties the executive officer performs for the company. Commentary The $150,000 threshold in paragraph (c) of the definition of NEO only applies when determining who is an NEO in a company’s most recently completed financial year. If an individual is an NEO in the most recently completed financial year, disclosure of compensation in prior years must be provided if otherwise required by this form even if total compensation in a prior year is less than $150,000 in that year. (7) Compensation to associates Disclose any awards, earnings, payments, or payables to an associate of an NEO, or of a director, as a result of compensation awarded to, earned by, paid to, or payable to the NEO or the director, in any capacity with respect to the company. (8) New reporting issuers (a) Subject to paragraph (b) and subsection 3.1(1), disclose information in the summary compensation table for the three most recently completed financial years since the company became a reporting issuer. (b) Do not provide information for a completed financial year if the company was not a reporting issuer at any time during the most recently completed financial year, unless the company became a reporting issuer as a result of a restructuring transaction. (c) If the company was not a reporting issuer at any time during the most recently completed financial year and the company is completing the form because it is preparing a prospectus, discuss all significant elements of the compensation to be awarded to, earned by, paid to, or payable to NEOs of the company once it becomes a reporting issuer, to the extent this compensation has been determined. (9) Currencies Companies must report amounts required by this form in Canadian dollars or in the same currency that the company uses for its financial statements. A company must use the same currency in the tables in sections 3.1, 4.1, 4.2, 5.1, 5.2 and 7.1 of this form. 1287 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 If compensation awarded to, earned by, paid to, or payable to an NEO was in a currency other than the currency reported in the prescribed tables of this form, state the currency in which compensation was awarded, earned, paid, or payable, disclose the currency exchange rate and describe the methodology used to translate the compensation into Canadian dollars or the currency that the company uses in its financial statements. (10) Plain language Information required to be disclosed under this form must be clear, concise, and presented in such a way that it provides a reasonable person an understanding of: (a) how decisions about NEO and director compensation are made; and (b) how specific NEO and director compensation relates to the overall stewardship and governance of the company. Commentary Refer to the plain language principles listed in section 1.5 of Companion Policy 51‑102CP Continuous Disclosure Obligations for further guidance. ITEM 2 ‑ COMPENSATION DISCUSSION AND ANALYSIS 2.1 Compensation discussion and analysis (1) Describe and explain all significant elements of compensation awarded to, earned by, paid to, or payable to NEOs for the most recently completed financial year. Include the following: (a) the objectives of any compensation program or strategy; (b) what the compensation program is designed to reward; (c) each element of compensation; (d) why the company chooses to pay each element; (e) how the company determines the amount (and, where applicable, the formula) for each element; and (f) how each element of compensation and the company’s decisions about that element fit into the company’s overall compensation objectives and affect decisions about other elements. (2) If applicable, describe any new actions, decisions or policies that were made after the end of the most recently completed financial year that could affect a reasonable person’s understanding of an NEO’s compensation for the most recently completed financial year. (3) If applicable, clearly state the benchmark and explain its components, including the companies included in the benchmark group and the selection criteria. (4) If applicable, disclose performance goals or similar conditions that are based on objective, identifiable measures, such as the company’s share price or earnings per share. If performance goals or similar conditions are subjective, the company may describe the performance goal or similar condition without providing specific measures. If the company discloses performance goals or similar conditions that are non‑GAAP financial measures, explain how the company calculates these performance goals or similar conditions from its financial statements. 1288 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Exemption The company is not required to disclose performance goals or similar conditions in respect of specific quantitative or qualitative performance‑related factors if a reasonable person would consider that disclosing them would seriously prejudice the company’s interests. For the purposes of this exemption, a company’s interest’s are not considered to be seriously prejudiced solely by disclosing performance goals or similar conditions if those goals or conditions are based on broad corporate‑level financial performance metrics which include earnings per share, revenue growth, and earnings before interest, taxes, depreciation and amortization. This exemption does not apply if it has publicly disclosed the performance goals or similar conditions. If the company is relying on this exemption, state this fact and explain why disclosing the performance goals or similar conditions would seriously prejudice the company’s interests. If the company does not disclose specific performance goals or similar conditions, state what percentage of the NEO’s total compensation relates to this undisclosed information and how difficult it could be for the NEO, or how likely it will be for the company, to achieve the undisclosed performance goal or similar condition. (5) Disclose whether or not the board of directors, or a committee of the board, considered the implications of the risks associated with the company’s compensation policies and practices. If the implications were considered, disclose the following: (a) the extent and nature of the board of directors’ or committee’s role in the risk oversight of the company’s compensation policies and practices; (b) any practices the company uses to identify and mitigate compensation policies and practices that could encourage an NEO or individual at a principal business unit or division to take inappropriate or excessive risks; (c) any identified risks arising from the company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the company. (6) Disclose whether or not an NEO or director is permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director. Commentary 1. The information disclosed under section 2.1 will depend on the facts. Provide enough analysis to allow a reasonable person to understand the disclosure elsewhere in this form. Describe the significant principles underlying policies and explain the decisions relating to compensation provided to an NEO. Disclosure that merely describes the process for determining compensation or compensation already awarded, earned, paid, or payable is not adequate. The information contained in this section should give readers a sense of how compensation is tied to the NEO’s performance. Avoid boilerplate language. 1289 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2. If the company’s process for determining executive compensation is very simple, for example, the company relies solely on board discussion without any formal objectives, criteria and analysis, then make this clear in the discussion. 3. If the company used any benchmarking in determining compensation or any element of compensation, include the benchmark group and describe why the benchmark group and selection criteria are considered by the company to be relevant. 4. The following are examples of items that will usually be significant elements of disclosure concerning compensation: • contractual or non‑contractual arrangements, plans, process changes or any other matters that might cause the amounts disclosed for the most recently completed financial year to be misleading if used as an indicator of expected compensation levels in future periods; • the process for determining perquisites and personal benefits; • policies and decisions about the adjustment or recovery of awards, earnings, payments, or payables if the performance goal or similar condition on which they are based is restated or adjusted to reduce the award, earning, payment, or payable; • the basis for selecting events that trigger payment for any arrangement that provides for payment at, following or in connection with any termination or change of control; • any waiver or change to any specified performance goal or similar condition to payout for any amount, including whether the waiver or change applied to one or more specified NEOs or to all compensation subject to the performance goal or similar condition; • whether the board of directors can exercise a discretion, either to award compensation absent attainment of the relevant performance goal or similar condition or to reduce or increase the size of any award or payout, including if they exercised discretion and whether it applied to one or more named executive officers; • whether the company will be making any significant changes to its compensation policies and practices in the next financial year; • the role of executive officers in determining executive compensation; and • performance goals or similar conditions in respect of specific quantitative or qualitative performance‑related factors for NEOs. 5. The following are examples of situations that could potentially encourage an executive officer to expose the company to inappropriate or excessive risks: • compensation policies and practices at a principal business unit of the company or a subsidiary of the company that are structured significantly differently than others within the company; 1290 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) • compensation policies and practices for certain executive officers that are structured significantly differently than other executive officers within the company; • compensation policies and practices that do not include effective risk management and regulatory compliance as part of the performance metrics used in determining compensation; • compensation policies and practices where the compensation expense to executive officers is a significant percentage of the company’s revenue; • compensation policies and practices that vary significantly from the overall compensation structure of the company; • compensation policies and practices where incentive plan awards are awarded upon accomplishment of a task while the risk to the company from that task extends over a significantly longer period of time; • compensation policies and practices that contain performance goals or similar conditions that are heavily weighed to short‑term rather than long‑term objectives; • incentive plan awards that do not provide a maximum benefit or payout limit to executive officers. The examples above are not exhaustive and the situations to consider will vary depending upon the nature of the company’s business and the company’s compensation policies and practices. 2.2 Performance graph (a) This section does not apply to: (i) venture issuers; (ii) companies that have distributed only debt securities or non‑convertible, non‑participating preferred securities to the public; and (iii) companies that were not reporting issuers in any jurisdiction in Canada for at least 12 calendar months before the end of their most recently completed financial year, other than companies that became new reporting issuers as a result of a restructuring transaction. (b) Provide a line graph showing the company’s cumulative total shareholder return over the five most recently completed financial years. Assume that $100 was invested on the first day of the five‑year period. If the company has been a reporting issuer for less than five years, use the period that the company has been a reporting issuer. Compare this to the cumulative total return of at least one broad equity market index that, to a reasonable person, would be an appropriate reference point for the company’s return. If the company is included in the S&P/TSX Composite Total Return Index, use that index. In all cases, assume that dividends are reinvested. Discuss how the trend shown by this graph compares to the trend in the company’s compensation to executive officers reported under this form over the same period. 1291 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Commentary For section 2.2, companies may also include other relevant performance goals or similar conditions. 2.3 Share‑based and option‑based awards Describe the process the company uses to grant share‑based or option‑based awards to executive officers. Include the role of the compensation committee and executive officers in setting or amending any equity incentive plan under which a share‑based or option‑based award is granted. State whether previous grants are taken into account when considering new grants. 2.4 Compensation governance (1) Describe any policies and practices adopted by the board of directors to determine the compensation for the company’s directors and executive officers. (2) If the company has established a compensation committee: (a) disclose the name of each committee member and, in respect of each member, state whether or not the member is independent or not independent; (b) disclose whether or not one or more of the committee members has any direct experience that is relevant to his or her responsibilities in executive compensation; (c) describe the skills and experience that enable the committee to make decisions on the suitability of the company’s compensation policies and practices; and (d) describe the responsibilities, powers and operation of the committee. (3) If a compensation consultant or advisor has, at any time since the company’s most recently completed financial year, been retained to assist the board of directors or the compensation committee in determining compensation for any of the company’s directors or executive officers: (a) state the name of the consultant or advisor and a summary of the mandate the consultant or advisor has been given; (b) disclose when the consultant or advisor was originally retained; and (c) if the consultant or advisor has provided any services to the company, or to its affiliated or subsidiary entities, or to any of its directors or members of management, other than or in addition to compensation services provided for any of the company’s directors or executive officers: (i) state this fact and briefly describe the nature of the work; (ii) disclose whether the board of directors or compensation committee must pre‑approve other services the consultant or advisor, or any of its affiliates, provides to the company at the request of management; and 1292 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) for each of the two most recently completed financial years, disclose: (i) under the caption ‘Executive Compensation‑Related Fees’, the aggregate fees billed by each consultant or advisor, or any of its affiliates, for services related to determining compensation for any of the company’s directors and executive officers; and (ii) under the caption ‘All Other Fees’, the aggregate fees billed for all other services provided by each consultant or advisor, or any of its affiliates, that are not reported under subparagraph (i) and include a description of the nature of the services comprising the fees disclosed under this category. Commentary For section 2.4, a director is independent if he or she would be independent within the meaning of section 1.4 of NI 52‑110 Audit Committees. ITEM 3 ‑ SUMMARY COMPENSATION TABLE 3.1 Summary compensation table (1) For each NEO in the most recently completed financial year, complete this table for each of the company’s three most recently completed financial years that end on or after December 31, 2008. Non‑equity incentive plan compensation ($) (f) Annual Long‑term Name Year Salary Share‑based Option‑based incentive incentive Pension All other Total and ($) Awards Awards plans plans value compensation compensation Principal ($) ($) ($) ($) ($) Position (a) (b) (c) (d) (e) (f1) (f2) (g) (h) (i) CEO _____ _____ CFO _____ _____ A _____ _____ B _____ _____ C _____ _____ Commentary Under subsection (1), a company is not required to disclose comparative period disclosure in accordance with the requirements of either Form 51‑102F6 Statement of Executive Compensation, which came into force on March 30, 2004, as amended, or this form, in respect of a financial year ending before December 31, 2008. 1293 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) In column (c), include the dollar value of cash and non‑cash base salary an NEO earned during a financial year covered in the table (a covered financial year). If the company cannot calculate the amount of salary earned in a financial year, disclose this in a footnote, along with the reason why it cannot be determined. Restate the salary figure the next time the company prepares this form, and explain what portion of the restated figure represents an amount that the company could not previously calculate. (3) In column (d), disclose the dollar amount based on the fair value of the award on the grant date for a covered financial year. (4) In column (e), disclose the dollar amount based on the fair value of the award on the grant date for a covered financial year. Include option‑based awards both with or without tandem share appreciation rights. (5) For an award disclosed in column (d) or (e), in a narrative after the table: (a) describe the methodology used to calculate the fair value of the award on the grant date, disclose the key assumptions and estimates used for each calculation, and explain why the company chose that methodology; and (b) if the fair value of the award on the grant date is different from the fair value determined in accordance with IFRS 2 Share‑based Payment (accounting fair value), state the amount of the difference and explain the reasons for the difference. Commentary 1. This commentary applies to subsections (3), (4) and (5). 2. The value disclosed in columns (d) and (e) of the summary compensation table should reflect what the company paid, made payable, awarded, granted, gave or otherwise provided as compensation on the grant date (fair value of the award) as set out in comment 3, below. This value might differ from the value reported in the issuer’s financial statements. 3. While compensation practices vary, there are generally two approaches that boards of directors use when setting compensation. A board of directors may decide the value in securities of the company to be awarded or paid as compensation. Alternatively, a board of directors may decide the portion of the potential ownership of the company to be transferred as compensation. A fair value ascribed to the award will normally result from these approaches. A company may calculate this value either in accordance with a valuation methodology identified in IFRS 2 Share‑based Payment or in accordance with another methodology set out in comment 5 below. 4. In some cases, the fair value of the award disclosed in columns (d) and (e) might differ from the accounting fair value. For financial statement purposes, the accounting fair value amount is amortized over the service period to obtain an accounting cost (accounting compensation expense), adjusted at year end as required. 5. While the most commonly used methodologies for calculating the value of most types of awards are the Black‑Scholes‑Merton model and the binomial lattice model, companies may choose to use another valuation methodology if it produces a more meaningful and reasonable estimate of fair value. 1294 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 6. The summary compensation table requires disclosure of an amount even if the accounting compensation expense is zero. The amount disclosed in the table should reflect the fair value of the award following the principles described under comments 2 and 3, above. 7. Column (d) includes common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, stock, and similar instruments that do not have option‑like features. (6) In column (e), include the incremental fair value if, at any time during the covered financial year, the company has adjusted, amended, cancelled, replaced or significantly modified the exercise price of options previously awarded to, earned by, paid to, or payable to, an NEO. The repricing or modification date must be determined in accordance with IFRS 2 Share‑based Payment. The methodology used to calculate the incremental fair value must be the same methodology used to calculate the initial grant. This requirement does not apply to any repricing that equally affects all holders of the class of securities underlying the options and that occurs through a pre‑existing formula or mechanism in the plan or award that results in the periodic adjustment of the option exercise or base price, an antidilution provision in a plan or award, or a recapitalization or similar transaction. (7) Include a footnote to the table quantifying the incremental fair value of any adjusted, amended, cancelled, replaced or significantly modified options that are included in the table. (8) In column (f), include the dollar value of all amounts earned for services performed during the covered financial year that are related to awards under non‑equity incentive plans and all earnings on any such outstanding awards. (a) If the relevant performance goal or similar condition was satisfied during a covered financial year (including for a single year in a plan with a multi‑year performance goal or similar condition), report the amounts earned for that financial year, even if they are payable at a later date. The company is not required to report these amounts again in the summary compensation table when they are actually paid to an NEO. (b) Include a footnote describing and quantifying all amounts earned on non‑equity incentive plan compensation, whether they were paid during the financial year, were payable but deferred at the election of an NEO, or are payable by their terms at a later date. (c) Include any discretionary cash awards, earnings, payments, or payables that were not based on pre‑determined performance goals or similar conditions that were communicated to an NEO. Report any performance‑based plan awards that include pre‑determined performance goals or similar conditions in column (f). (d) In column (f1), include annual non‑equity incentive plan compensation, such as bonuses and discretionary amounts. For column (f1), annual non‑equity incentive plan compensation relates only to a single financial year. In column (f2), include all non‑equity incentive plan compensation related to a period longer than one year. 1295 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (9) In column (g), include all compensation relating to defined benefit or defined contribution plans. These include service costs and other compensatory items such as plan changes and earnings that are different from the estimated earnings for defined benefit plans and above‑market earnings for defined contribution plans. This disclosure relates to all plans that provide for the payment of pension plan benefits. Use the same amounts included in column (e) of the defined benefit plan table required by Item 5 for the covered financial year and the amounts included in column (c) of the defined contribution plan table as required by Item 5 for the covered financial year. (10) In column (h), include all other compensation not reported in any other column of this table. Column (h) must include, but is not limited to: (a) perquisites, including property or other personal benefits provided to an NEO that are not generally available to all employees, and that in aggregate are worth $50,000 or more, or are worth 10% or more of an NEO’s total salary for the financial year. Value these items on the basis of the aggregate incremental cost to the company and its subsidiaries. Describe in a footnote the methodology used for computing the aggregate incremental cost to the company. State the type and amount of each perquisite the value of which exceeds 25% of the total value of perquisites reported for an NEO in a footnote to the table. Provide the footnote information for the most recently completed financial year only; (b) other post‑retirement benefits such as health insurance or life insurance after retirement; (c) all “gross‑ups” or other amounts reimbursed during the covered financial year for the payment of taxes; (d) the incremental payments, payables, and benefits to an NEO that are triggered by, or result from, a scenario listed in section 6.1 that occurred before the end of the covered financial year; (e) the dollar value of any insurance premiums paid or payable by, or on behalf of, the company during the covered financial year for personal insurance for an NEO if the estate of the NEO is the beneficiary; (f) the dollar value of any dividends or other earnings paid or payable on share‑based or option‑based awards that were not factored into the fair value of the award on the grant date required to be reported in columns (d) and (e); (g) any compensation cost for any security that the NEO bought from the company or its subsidiaries at a discount from the market price of the security (through deferral of salary, bonus or otherwise). Calculate this cost at the date of purchase and in accordance with IFRS 2 Share‑based Payment; and (h) above‑market or preferential earnings on compensation that is deferred on a basis that is not tax exempt other than for defined contribution plans covered in the defined contribution plan table in Item 5. Above‑market or preferential applies to non‑registered plans and means a rate greater than the rate ordinarily paid by the company or its subsidiary on securities or other obligations having the same or similar features issued to third parties. (i) any company contribution to a personal savings plan like a registered retirement savings plan made on behalf of the NEO. 1296 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Commentary 1. Generally, there will be no incremental payments, payables, and benefits that are triggered by, or result from, a scenario described in section 6.1 that occurred before the end of a covered financial year for compensation that has been reported in the summary compensation table for the most recently completed financial year or for a financial year before the most recently completed financial year. If the vesting or payout of the previously reported compensation is accelerated, or a performance goal or similar condition in respect of the previously reported compensation is waived, as a result of a scenario described in section 6.1, the incremental payments, payables, and benefits should include the value of the accelerated benefit or of the waiver of the performance goal or similar condition. 2. Generally, an item is not a perquisite if it is integrally and directly related to the performance of an executive officer’s duties. If something is necessary for a person to do his or her job, it is integrally and directly related to the job and is not a perquisite, even if it also provides some amount of personal benefit. If the company concludes that an item is not integrally and directly related to performing the job, it may be a perquisite if the item provides an NEO with any direct or indirect personal benefit. If it does provide a personal benefit, the item is a perquisite, whether or not it is provided for a business reason or for the company’s convenience, unless it is generally available on a non‑discriminatory basis to all employees. Companies must conduct their own analysis of whether a particular item is a perquisite. The following are examples of things that are often considered perquisites or personal benefits. This list is not exhaustive: • Cars, car lease and car allowance; • Corporate aircraft or personal travel financed by the company; • Jewellery; • Clothing; • Artwork; • Housekeeping services; • Club membership; • Theatre tickets; • Financial assistance to provide education to children of executive officers; • Parking; • Personal financial or tax advice; • Security at personal residence or during personal travel; and • Reimbursements of taxes owed with respect to perquisites or other personal benefit. 1297 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (11) In column (i), include the dollar value of total compensation for the covered financial year. For each NEO, this is the sum of the amounts reported in columns (c) through (h). (12) Any deferred amounts must be included in the appropriate column for the covered financial year in which they are earned. (13) If an NEO elected to exchange any compensation awarded to, earned by, paid to, or payable to the NEO in a covered financial year under a program that allows the NEO to receive awards, earnings, payments, or payables in another form, the compensation the NEO elected to exchange must be reported as compensation in the column appropriate for the form of compensation exchanged: Do not report it in the form in which it was or will be received by the NEO. State in a footnote the form of awards, earnings, payments, or payables substituted for the compensation the NEO elected to exchange. 3.2 Narrative discussion Describe and explain any significant factors necessary to understand the information disclosed in the summary compensation table required by section 3.1. Commentary The significant factors described in section 3.2 will vary depending on the circumstances of each award but may include: • the significant terms of each NEO’s employment agreement or arrangement; • any repricing or other significant changes to the terms of any share‑based or option‑based award program during the most recently completed financial year; and • the significant terms of any award reported in the summary compensation table, including a general description of the formula or criterion to be applied in determining the amounts payable and the vesting schedule. For example, if dividends will be paid on shares, state this, the applicable dividend rate and whether that rate is preferential. 3.3 Repealed. 17 Feb 2012 SR 4/2012 s3. 3.4 Officers who also act as directors If an NEO is also a director who receives compensation for services as a director, include that compensation in the summary compensation table and include a footnote explaining which amounts relate to the director role. Do not provide disclosure for that NEO under Item 7. ITEM 4 ‑ INCENTIVE PLAN AWARDS 4.1 Outstanding share‑based awards and option‑based awards (1) Complete this table for each NEO for all awards outstanding at the end of the most recently completed financial year. This includes awards granted before the most recently completed financial year. For all awards in this table, disclose the awards that have been transferred at other than fair market value. 1298 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Option‑based Awards Share‑based Awards Name Number of Option Option Value of Number Market Market or securities exercise expiration unexercised of shares or payout payout value underlying price date in‑the‑money or units of value of of vested unexercised options shares that share‑based share‑based options vested have not awards that awards not vested have not paid out or distributed (#) ($) ($) (#) ($) ($) (a) (b) (c) (d) (e) (f) (g) (h) CEO CFO A B C (2) In column (b), for each award, disclose the number of securities underlying unexercised options. (3) In column (c), disclose the exercise or base price for each option under each award reported in column (b). If the option was granted in a different currency than that reported in the table, include a footnote describing the currency and the exercise or base price. (4) In column (d), disclose the expiration date for each option under each award reported in column (b). (5) In column (e), disclose the aggregate dollar amount of in‑the‑money unexercised options held at the end of the year. Calculate this amount based on the difference between the market value of the securities underlying the instruments at the end of the year, and the exercise or base price of the option. (6) In column (f), disclose the total number of shares or units that have not vested. (7) In column (g), disclose the aggregate market value or payout value of share‑based awards that have not vested. If the share‑based award provides only for a single payout on vesting, calculate this value based on that payout. If the share‑based award provides for different payouts depending on the achievement of different performance goals or similar conditions, calculate this value based on the minimum payout. However, if the NEO achieved a performance goal or similar condition in a financial year covered by the share‑based award that on vesting could provide for a payout greater than the minimum payout, calculate this value based on the payout expected as a result of the NEO achieving this performance goal or similar condition. (8) In column (h), disclose the aggregate market value or payout value of vested share‑based awards that have not yet been paid out or distributed. 4.2 Incentive plan awards ‑ value vested or earned during the year (1) Complete this table for each NEO for the most recently completed financial year. 1299 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Name Option‑based Share‑based Non‑equity incentive awards ‑Value vested awards‑Value vested plan compensation ‑ during the year during the year Value earned during the year ($) ($) ($) (a) (b) (c) (d) CEO CFO A B C (2) In column (b), disclose the aggregate dollar value that would have been realized if the options under the option‑based award had been exercised on the vesting date. Compute the dollar value that would have been realized by determining the difference between the market price of the underlying securities at exercise and the exercise or base price of the options under the option‑based award on the vesting date. Do not include the value of any related payment or other consideration provided (or to be provided) by the company to or on behalf of an NEO. (3) In column (c), disclose the aggregate dollar value realized upon vesting of share‑based awards. Compute the dollar value realized by multiplying the number of shares or units by the market value of the underlying shares on the vesting date. For any amount realized upon vesting for which receipt has been deferred, include a footnote that states the amount and the terms of the deferral. 4.3 Narrative discussion Describe and explain the significant terms of all plan‑based awards, including non‑equity incentive plan awards, issued or vested, or under which options have been exercised, during the year, or outstanding at the year end, to the extent not already discussed under sections 2.1, 2.3 and 3.2. The company may aggregate information for different awards, if separate disclosure of each award is not necessary to communicate their significant terms. Commentary The items included in the narrative required by section 4.3 will vary depending on the terms of each plan, but may include: • the number of securities underlying each award or received on vesting or exercise; • general descriptions of formulae or criteria that are used to determine amounts payable; • exercise prices and expiry dates; • dividend rates on share‑based awards; • whether awards are vested or unvested; • performance goals or similar conditions, or other significant conditions; 1300 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) • information on estimated future payouts for non‑equity incentive plan awards (performance goals or similar conditions and maximum amounts); and • the closing market price on the grant date, if the exercise or base price is less than the closing market price of the underlying security on the grant date. ITEM 5 ‑ PENSION PLAN BENEFITS 5.1 Defined benefit plans table (1) Complete this table for all pension plans that provide for payments or benefits at, following, or in connection with retirement, excluding defined contribution plans. For all disclosure in this table, use the same assumptions and methods used for financial statement reporting purposes under the accounting principles used to prepare the company’s financial statements, as permitted by National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards. (2) In columns (b) and (c), the disclosure must be as of the end of the company’s most recently completed financial year. In columns (d) through (g), the disclosure must be as of the reporting date used in the company’s audited annual financial statements for the most recently completed financial year. (3) In column (b), disclose the number of years of service credited to an NEO under the plan. If the number of years of credited service in any plan is different from the NEO’s number of actual years of service with the company, include a footnote that states the amount of the difference and any resulting benefit augmentation, such as the number of additional years the NEO received. (4) In column (c), disclose: (a) the annual lifetime benefit payable at the end of the most recently completed financial year in column (c1) based on years of credited service reported in column (b) and actual pensionable earnings as at the end of the most recently completed financial year. For purposes of this calculation, the company must assume that the NEO is eligible to receive payments or benefits at year end; and (b) the annual lifetime benefit payable at age 65 in column (c2) based on years of credited service as of age 65 and actual pensionable earnings through the end of the most recently completed financial year, as per column (c1). Commentary For purposes of quantifying the annual lifetime benefit payable at the end of the most recently completed financial year in column (c1), the company may calculate the annual lifetime benefit payable as follows: 1301 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 annual benefits payable at the years of credited service at presumed retirement age used year end X to calculate the closing present years of credited service at value of the defined benefit the presumed retirement obligation age The company may calculate the annual lifetime benefit payable in accordance with another formula if the company reasonably believes that it produces a more meaningful calculation of the annual lifetime benefit payable at year end (5) In column (d), disclose the present value of the defined benefit obligation at the start of the most recently completed financial year. (6) In column (e), disclose the compensatory change in the present value of the defined benefit obligation for the most recently completed financial year. This includes service cost net of employee contributions plus plan changes and differences between actual and estimated earnings, and any additional changes that have retroactive impact, including, for greater certainty, a change in valuation assumptions as a consequence of an amendment to benefit terms. Disclose the valuation method and all significant assumptions the company applied in quantifying the closing present value of the defined benefit obligation. The company may satisfy all or part of this disclosure by referring to the disclosure of assumptions in its financial statements, footnotes to the financial statements or discussion in its management’s discussion and analysis. (7) In column (f), disclose the non‑compensatory changes in the present value of the defined benefit obligation for the company’s most recently completed financial year. Include all items that are not compensatory, such as changes in assumptions other than those already included in column (e) because they were made as a consequence of an amendment to benefit terms, employee contributions and interest on the present value of the defined benefit obligation at the start of the most recently completed financial year. (8) In column (g), disclose the present value of the defined benefit obligation at the end of the most recently completed financial year. 5.2 Defined contribution plans table (1) Complete this table for all pension plans that provide for payments or benefits at, following or in connection with retirement, excluding defined benefit plans. For all disclosure in this table, use the same assumptions and methods used for financial statement reporting purposes under the accounting principles used to prepare the company’s financial statements, as permitted by National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards. Name Accumulated Value at Compensatory Accumulated value year start of year at year end ($) ($) ($) (a) (b) (c) (d) CEO CFO A B C 1302 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) In column (c), disclose the employer contribution and above‑market or preferential earnings credited on employer and employee contributions. Above‑market or preferential earnings applies to non‑registered plans and means a rate greater than the rate ordinarily paid by the company or its subsidiary on securities or other obligations having the same or similar features issued to third parties. (3) Repealed. 17 Feb 2012 SR 4/2012 s3. (4) In column (d), disclose the accumulated value at the end of the most recently completed financial year. 1. For pension plans that provide the maximum of: (i) the value of a defined benefit pension; and (ii) the accumulated value of a defined contribution pension, companies should disclose the global value of the pension plan in the defined benefit plans table under section 5.1. For pension plans that provide the sum of a defined benefit component and a defined contribution component, companies should disclose the respective components of the pension plan. The defined benefit component should be disclosed in the defined benefit plans table under section 5.1 and the defined contribution component should be disclosed in the defined contribution plans table under section 5.2. 2. Any contributions by the company or a subsidiary of the company to a personal savings plan like a registered retirement savings plan made on behalf of the NEO must still be disclosed in column (h) of the summary compensation table, as required by paragraph 3.1(10)(i). 5.3 Narrative discussion Describe and explain for each retirement plan in which an NEO participates, any significant factors necessary to understand the information disclosed in the defined benefit plan table in section 5.1 and the defined contribution plan table in section 5.2.

Commentary Significant factors described in the narrative required by section 5.3 will vary, but may include: • the significant terms and conditions of payments and benefits available under the plan, including the plan’s normal and early retirement payment, benefit formula, contribution formula, calculation of interest credited under the defined contribution plan and eligibility standards; • provisions for early retirement, if applicable, including the name of the NEO and the plan, the early retirement payment and benefit formula and eligibility standards. Early retirement means retirement before the normal retirement age as defined in the plan or otherwise available under the plan; 1303 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 • the specific elements of compensation (e.g., salary, bonus) included in applying the payment and benefit formula. If a company provides this information, identify each element separately; and • company policies on topics such as granting extra years of credited service, including an explanation of who these arrangements relate to and why they are considered appropriate. 5.4 Deferred compensation plans Describe the significant terms of any deferred compensation plan relating to each NEO, including: (a) the types of compensation that can be deferred and any limitations on the extent to which deferral is permitted (by percentage of compensation or otherwise); (b) significant terms of payouts, withdrawals and other distributions; and (c) measures for calculating interest or other earnings, how and when these measures may be changed, and whether an NEO or the company chose these measures. Quantify these measures wherever possible. ITEM 6 ‑ TERMINATION AND CHANGE OF CONTROL BENEFITS 6.1 Termination and change of control benefits (1) For each contract, agreement, plan or arrangement that provides for payments to an NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the company or a change in an NEO’s responsibilities, describe, explain, and where appropriate, quantify the following items: (a) the circumstances that trigger payments or the provision of other benefits, including perquisites and pension plan benefits; (b) the estimated incremental payments, payables, and benefits that are triggered by, or result from, each circumstance, including timing, duration and who provides the payments and benefits; (c) how the payment and benefit levels are determined under the various circumstances that trigger payments or provision of benefits; (d) any significant conditions or obligations that apply to receiving payments or benefits. This includes but is not limited to, non‑compete, non‑solicitation, non‑disparagement or confidentiality agreements. Include the term of these agreements and provisions for waiver or breach; and (e) any other significant factors for each written contract, agreement, plan or arrangement. (2) Disclose the estimated incremental payments, payables, and benefits even if it is uncertain what amounts might be paid in given circumstances under the various plans and arrangements, assuming that the triggering event took place on the last business day of the company’s most recently completed financial year. For valuing share‑based awards or option‑based awards, use the closing market price of the company’s securities on that date. If the company is unsure about the provision or amount of payments or benefits, make a reasonable estimate (or a reasonable estimate of the range of amounts) and disclose the significant assumptions underlying these estimates. 1304 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) Despite subsection (1), the company is not required to disclose the following: (a) Perquisites and other personal benefits if the aggregate of this compensation is less than $50,000. State the individual perquisites and personal benefits as required by paragraph 3.1(10)(a). (b) Information about possible termination scenarios for an NEO whose employment terminated in the past year. The company must only disclose the consequences of the actual termination. (c) Information in respect of a scenario described in subsection (1) if there will be no incremental payments, payables, and benefits that are triggered by, or result from, that scenario. Commentary 1. Subsection (1) does not require the company to disclose notice of termination without cause, or compensation in lieu thereof, which are implied as a term of an employment contract under common law or civil law. 2. Item 6 applies to changes of control regardless of whether the change of control results in termination of employment. 3. Generally, there will be no incremental payments, payables, and benefits that are triggered by, or result from, a scenario described in subsection (1) for compensation that has been reported in the summary compensation table for the most recently completed financial year or for a financial year before the most recently completed financial year. If the vesting or payout of the previously reported compensation is accelerated, or a performance goal or similar condition in respect of the previously reported compensation is waived, as a result of a scenario described in subsection (1), the incremental payments, payables, and benefits should include the value of the accelerated benefit or of the waiver of the performance goal or similar condition. 4. A company may disclose estimated incremental payments, payables and benefits that are triggered by, or result from, a scenario described in subsection (1), in a tabular format. ITEM 7 ‑ DIRECTOR COMPENSATION 7.1 Director compensation table (1) Complete this table for all amounts of compensation provided to the directors for the company’s most recently completed financial year. (2) All forms of compensation must be included in this table. 1305 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) Complete each column in the manner required for the corresponding column in the summary compensation table in section 3.1, in accordance with the requirements of Item 3, as supplemented by the commentary to Item 3, except as follows: (a) In column (a), do not include a director who is also an NEO if his or her compensation for service as a director is fully reflected in the summary compensation table and elsewhere in this form. If an NEO is also a director who receives compensation for his or her services as a director, reflect the director compensation in the summary compensation table required by section 3.1 and provide a footnote to this table indicating that the relevant disclosure has been provided under section 3.4. (b) In column (b), include all fees awarded, earned, paid, or payable in cash for services as a director, including annual retainer fees, committee, chair, and meeting fees. (c) In column (g), include all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the company, or a subsidiary of the company, to a director in any capacity, under any other arrangement. This includes, for greater certainty, all plan and non‑plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given, or otherwise provided to the director for services provided, directly or indirectly, to the company or a subsidiary of the company. In a footnote to the table, disclose these amounts and describe the nature of the services provided by the director that are associated with these amounts. (d) In column (g), include programs where the company agrees to make donations to one or more charitable institutions in a director’s name, payable currently or upon a designated event such as the retirement or death of the director. Include a footnote to the table disclosing the total dollar amount payable under the program. 7.2 Narrative discussion Describe and explain any factors necessary to understand the director compensation disclosed in section 7.1. Commentary Significant factors described in the narrative required by section 7.2 will vary, but may include: • disclosure for each director who served in that capacity for any part of the most recently completed financial year; 1306 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) • standard compensation arrangements, such as fees for retainer, committee service, service as chair of the board or a committee, and meeting attendance; • any compensation arrangements for a director that are different from the standard arrangements, including the name of the director and a description of the terms of the arrangement; and • any matters discussed in the compensation discussion and analysis that do not apply to directors in the same way that they apply to NEOs such as practices for granting option‑based awards. 7.3 Share‑based awards, option‑based awards and non‑equity incentive plan compensation Provide the same disclosure for directors that is required under Item 4 for NEOs. ITEM 8 ‑ COMPANIES REPORTING IN THE UNITED STATES 8.1 Companies reporting in the United States (1) Except as provided in subsection (2), SEC issuers may satisfy the requirements of this form by providing the information they are required to disclose in the United States under Item 402 “Executive compensation” of Regulation S‑K under the 1934 Act. (2) Subsection (1) does not apply to a company that, as a foreign private issuer, satisfies Item 402 of Regulation S‑K by providing the information required by Items 6.B “Compensation” and 6.E.2 “Share Ownership” of Form 20‑F under the 1934 Act. ITEM 9 ‑ EFFECTIVE DATE AND TRANSITION 9.1 Effective date (1) This form comes into force on December 31, 2008. (2) This form applies to a company in respect of a financial year ending on or after December 31, 2008. 9.2 Transition (1) The form entitled Form 51‑102F6 Statement of Executive Compensation, which came into force on March 30, 2004, as amended: (a) does not apply to a company in respect of a financial year ending on or after December 31, 2008, and (b) for greater certainty, applies to a company that is required to prepare and file executive compensation disclosure because: (i) the company is sending an information circular to a securityholder under paragraph 9.1(2)(a) of National Instrument 51‑102 Continuous Disclosure Obligations, the information circular includes the disclosure required by Item 8 of Form 51‑102F5, and the information circular is in respect of a financial year ending before December 31, 2008; or (ii) the company is filing an AIF that includes the disclosure required by Item 8 of Form 51‑102F5, in accordance with Item 18 of Form 51‑102F2, and the AIF is in respect of a financial year ending before December 31, 2008. 1307 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) A company that is required to prepare and file executive compensation disclosure for a reason set out in paragraph (1)(b) may satisfy that requirement by preparing and filing the disclosure required by this form. Form 51‑102F6V Statement of Executive Compensation - Venture Issuers Table of Contents Item 1 General Provisions 1.1 Objective 1.2 Definitions 1.3 Preparing the form Item 2 Director and Named Executive Officer Compensation 2.1 Director and named executive officer compensation, excluding options and compensation securities 2.2 External management companies 2.3 Stock options and other compensation securities and instruments 2.4 Stock option plans and other incentive plans 2.5 Employment, consulting and management agreements 2.6 Oversight and description of director and named executive officer compensation 2.7 Pension disclosure 2.8 Companies reporting in the United States Item 3 Effective Date and Transition 3.1 Effective date 3.2 Transition Form 51‑102F6V Statement of Executive Compensation - Venture Issuers ITEM 1 ‑ GENERAL PROVISIONS 1.1 Objective All direct and indirect compensation provided to certain executive officers and directors for, or in connection with, services they have provided to the company or a subsidiary of the company must be disclosed in this form. The objective of this disclosure is to communicate the compensation the company paid, made payable, awarded, granted, gave or otherwise provided to each named executive officer and director for the financial year, and the decision‑making process relating to compensation. This disclosure will provide insight into executive compensation as a key aspect of the overall stewardship and governance of the company and will help investors understand how decisions about executive compensation are made. A company’s executive compensation disclosure under this form must satisfy this objective and subsections 9.3.1(1) or 11.6(1) of the Instrument. 1308 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) While the objective of this disclosure is the same as the objective in section 1.1 of Form 51‑102F6, this form is to be used by venture issuers only. Reporting issuers that are not venture issuers must complete Form 51‑102F6. 1.2 Definitions If a term is used in this form but is not defined in this section, refer to subsection 1.1(1) of the Instrument or to National Instrument 14‑101 Definitions. In this form, “company” includes other types of business organizations such as partnerships, trusts and other unincorporated business entities; “compensation securities” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries; “external management company” includes a subsidiary, affiliate or associate of the external management company; “named executive officer” or “NEO” means each of the following individuals: (a) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer; (b) each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer; (c) in respect of the company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5), for that financial year; (d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the company, and was not acting in a similar capacity, at the end of that financial year; “plan” includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons; “underlying securities” means any securities issuable on conversion, exchange or exercise of compensation securities. 1309 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 1.3 Preparing the form (1) All compensation to be included (a) When completing this form, the company must disclose all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the company, or a subsidiary of the company, to each named executive officer and director, in any capacity, including, for greater certainty, all plan and non‑plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given, or otherwise provided to the named executive officer or director for services provided and for services to be provided, directly or indirectly, to the company or a subsidiary of the company. (b) If an item of compensation is not specifically mentioned or described in this form, disclose it in the column “Value of all other compensation” of the table in section 2.1. Commentary 1. Unless otherwise specified, information required to be disclosed under this form may be prepared in accordance with the accounting principles the company uses to prepare its financial statements, as permitted by National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards. 2. The definition of “director” under securities legislation includes an individual who acts in a capacity similar to that of a director. (2) Departures from format (a) Although the required disclosure must be made in accordance with this form, the disclosure may (i) omit a table, column of a table, or other prescribed information, if it does not apply, and (ii) add a table, column, or other information if (A) necessary to satisfy the objective in section 1.1, and (B) to a reasonable person, the table, column, or other information does not detract from the prescribed information in the table in section 2.1. (b) Despite paragraph (a), a company must not add a column to the table in section 2.1. (3) Information for full financial year (a) If a named executive officer acted in that capacity for the company during part of a financial year for which disclosure is required in the table in section 2.1, provide details of all of the compensation that the named executive officer received from the company for that financial year. This includes compensation the named executive officer earned in any other position with the company during the financial year. 1310 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) Do not annualize compensation in a table for any part of a year when a named executive officer was not in the service of the company. Annualized compensation may be disclosed in a footnote. (4) Director and named executive officer compensation (a) Disclose any compensation awarded to, earned by, paid to, or payable to each director and named executive officer, in any capacity with respect to the company. Compensation to directors and named executive officers must include all compensation from the company and its subsidiaries. (b) Disclose any compensation awarded to, earned by, paid to, or payable to, a named executive officer, or director, in any capacity with respect to the company, by another person or company. (5) Determining if an individual is a named executive officer For the purpose of calculating total compensation awarded to, earned by, paid to, or payable to an executive officer under paragraph (c) of the definition of named executive officer, (a) use the total compensation that would be reported for that executive officer in the table in section 2.1, as if the executive officer were a named executive officer for the company’s most recently completed financial year, and (b) exclude any compensation disclosed in the column “Value of all other compensation” of the table in section 2.1. Commentary The $150,000 threshold in paragraph (c) of the definition of named executive officer only applies when determining who is a named executive officer in a company’s most recently completed financial year. If an individual is a named executive officer in the most recently completed financial year, disclosure of compensation in the prior years must be provided even if total compensation in a prior year is less than $150,000. (6) Compensation to associates Disclose any awards, earnings, payments, or payables to an associate of a named executive officer, or of a director, as a result of compensation awarded to, earned by, paid to, or payable to the named executive officer or the director, in any capacity with respect to the company. (7) Currencies (a) Companies must report amounts required by this form in Canadian dollars or in the same currency that the company uses for its financial statements. A company must use the same currency in all of the tables of this form. (b) If compensation awarded to, earned by, paid to, or payable to a named executive officer or director was in a currency other than the currency reported in the prescribed tables of this form, state the currency in which compensation was awarded, earned, paid, or payable, disclose the currency exchange rate and describe the methodology used to translate the compensation into Canadian dollars or the currency that the company uses in its financial statements. 1311 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (8) New reporting issuers (a) A company is not required to provide information for a completed financial year if the company was not a reporting issuer at any time during the most recently completed financial year, unless the company became a reporting issuer as a result of a restructuring transaction. (b) If the company was not a reporting issuer at any time during the most recently completed financial year and the company is completing this form because it is preparing a prospectus, discuss all significant elements of the compensation to be awarded to, earned by, paid to, or payable to named executive officers and directors of the company once it becomes a reporting issuer, to the extent this compensation has been determined. (9) Plain language Information required to be disclosed under this form must be clear, concise, and presented in such a way that it provides a person, applying reasonable effort, an understanding of (a) how decisions about named executive officer and director compensation are made, and (b) how specific named executive officer and director compensation relates to the overall stewardship and governance of the company. Commentary Refer to the plain language principles listed in section 1.5 of Companion Policy 51‑102CP Continuous Disclosure Obligations for further guidance. ITEM 2 ‑ DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION 2.1 Director and named executive officer compensation, excluding compensation securities (1) Using the following table, disclose all compensation referred to in subsection 1.3(1) of this form for each of the two most recently completed financial years, other than compensation disclosed under section 2.3. Commentary For venture issuers, compensation includes payments, grants, awards, gifts and benefits including, but not limited to, l salaries, l consulting fees, l management fees, l retainer fees, l bonuses, l committee and meeting fees, l special assignment fees, l pensions and employer paid RRSP contributions, l perquisites such as ¡ car, car lease, car allowance or car loan, ¡ personal insurance, ¡ parking, 1312 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) ¡ accommodation, including use of vacation accommodation, ¡ financial assistance, ¡ club memberships, ¡ use of corporate motor vehicle or aircraft, ¡ reimbursement for tax on perquisites or other benefits, and ¡ investment‑related advice and expenses. Table of compensation excluding compensation securities Name and Year Salary, Bonus Committee Value of Value of all Total position consulting ($) or perquisites other com‑ com‑ fee, meeting fees ($) pensation pensation retainer or ($) ($) ($) commission ($) (2) In the table required under subsection (1), disclose compensation of each named executive officer first, followed by compensation of any director who is not a named executive officer. (3) If the individual is a named executive officer and a director, state both positions in the column entitled “Name and position”. In a footnote to the table, identify how much compensation the NEO received for each position. (4) In the column entitled “Value of perquisites”, include perquisites provided to an NEO or director that are not generally available to all employees and that, in aggregate, are greater than (a) $15,000, if the NEO or director’s total salary for the financial year is $150,000 or less, (b) 10% of the NEO or director’s salary for the financial year, if the NEO or director’s total salary for the financial year is greater than $150,000 but less than $500,000, or (c) $50,000, if the NEO or director’s total salary for the financial year is $500,000 or greater. Value these items on the basis of the aggregate incremental cost to the company and its subsidiaries. Describe in a footnote the methodology used for computing the aggregate incremental cost to the company. Provide a note to the table to disclose the nature of each perquisite provided that equals or exceeds 25% of the total value of perquisites provided to that named executive officer or director, and how the value of the perquisite was calculated, if it is not provided in cash. Commentary 1313 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 For the purposes of the column entitled “Value of perquisites”, an item is generally a perquisite if it is not integrally and directly related to the performance of the director or named executive officer’s duties. If something is necessary for a person to do his or her job, it is integrally and directly related to the job and is not a perquisite, even if it also provides some amount of personal benefit. (5) If non‑cash compensation, other than compensation required to be disclosed in section 2.3, was provided or is payable, disclose the fair market value of the compensation at the time it was earned or, if it is not possible to calculate the fair market value, disclose that fact in a note to the table and the reasons why. (6) In the column entitled “Value of all other compensation”, include all of the following: (a) any incremental payments, payables and benefits to a named executive officer or director that were triggered by, or resulted from, a scenario listed in subsection 2.5(2) that occurred before the end of the applicable financial year, (b) all compensation relating to defined benefit or defined contribution plans including service costs and other compensatory items such as plan changes and earnings that are different from the estimated earnings for defined benefit plans and above market earnings for defined contribution plans. Commentary The disclosure of defined benefit or defined contribution plans relates to all plans that provide for the payment of pension plan benefits. Use the same amounts indicated in column (e) of the defined benefit plan table required by section 2.7 for the applicable financial year and the amounts included in column (c) of the defined contribution plan table required by section 2.7 for the applicable financial year. (7) Despite subsection (1), it is not necessary to disclose Canada Pension Plan, similar government plans and group life, health, hospitalization, medical reimbursement and relocation plans that do not discriminate in scope, terms or operation that are generally available to all salaried employees. (8) If a director or named executive officer has served in that capacity for only part of a year, indicate the number of months he or she has served; do not annualize the compensation. (9) Provide notes to the table to disclose each of the following for the most recently completed financial year only: (a) compensation paid or payable by any person or company other than the company in respect of services provided to the company or its subsidiaries, including the identity of that other person or company; (b) compensation paid or payable indirectly to the director or named executive officer and, in such case, the amount of compensation, to whom it is paid or payable and the relationship between the director or named executive officer and such other person or company; 1314 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) for the column entitled “Value of all other compensation”, the nature of each form of other compensation paid or payable that equals or exceeds 25% of the total value of other compensation paid or payable to that director or named executive officer, and how the value of such other compensation was calculated, if it is not paid or payable in cash. 2.2 External management companies (1) If one or more individuals acting as named executive officers of the company are not employees of the company, disclose the names of those individuals. (2) If an external management company employs or retains one or more individuals acting as named executive officers or directors of the company and the company has entered into an understanding, arrangement or agreement with the external management company to provide executive management services to the company, directly or indirectly, disclose any compensation that (a) the company paid directly to an individual employed, or retained by the external management company, who is acting as a named executive officer or director of the company; (b) the external management company paid to the individual that is attributable to the services they provided to the company, directly or indirectly. (3) If an external management company provides the company’s executive management services and also provides executive management services to another company, disclose the entire compensation the external management company paid to the individual acting as a named executive officer or director, or acting in a similar capacity, in connection with services the external management company provided to the company, or the parent or a subsidiary of the company. If the management company allocates the compensation paid to a named executive officer or director, disclose the basis or methodology used to allocate this compensation. Commentary A named executive officer may be employed by an external management company and provide services to the company under an understanding, arrangement or agreement. In this case, references in this form to the chief executive officer or chief financial officer are references to the individuals who performed similar functions to that of the chief executive officer or chief financial officer. They are typically the same individuals who signed and filed annual and interim certificates to comply with National Instrument 52‑109 Certification of Disclosure in Issuers’ Annual and Interim Filings. 2.3 Stock options and other compensation securities (1) Using the following table, disclose all compensation securities granted or issued to each director and named executive officer by the company or one of its subsidiaries in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries. 1315 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Compensation Securities Name Type of Number of Date of Issue, Closing Closing Expiry and com‑ compensation issue or conversion price of price of date position pensation securities, grant or exercise security or security or security number of price ($) underlying underlying underlying security security at securities, and on date of year end ($) percentage of grant ($) class (2) Position the tables prescribed in subsections (1) and (4) directly after the table prescribed in section 2.1. (3) Provide notes to the table to disclose each of the following: (a) the total amount of compensation securities, and underlying securities, held by each named executive officer or director on the last day of the most recently completed financial year end; (b) any compensation security that has been re‑priced, cancelled and replaced, had its term extended, or otherwise been materially modified, in the most recently completed financial year, including the original and modified terms, the effective date, the reason for the modification, and the name of the holder; (c) any vesting provisions of the compensation securities; (d) any restrictions or conditions for converting, exercising or exchanging the compensation securities. (4) Using the following table, disclose each exercise by a director or named executive officer of compensation securities during the most recently completed financial year. Exercise of Compensation Securities by Directors and NEOs Name and Type of Number of Exercise Date of Closing Difference Total position compensation underlying price per exercise price per between value on security securities security security exercise exercise exercised ($) on date of price and date ($) exercise closing price ($) on date of exercise ($) 1316 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (5) For the tables prescribed in subsections (1) and (4), if the individual is a named executive officer and a director, state both positions in the columns entitled “Name and position”. Commentary For the purposes of the column entitled “Total value on exercise date” multiply the number in the column entitled “Number of underlying securities exercised” by the number in the column entitled “Difference between exercise price and closing price on date of exercise”. 2.4 Stock option plans and other incentive plans (1) Describe the material terms of each stock option plan, stock option agreement made outside of a stock option plan, plan providing for the grant of stock appreciation rights, deferred share units or restricted stock units and any other incentive plan or portion of a plan under which awards are granted. Commentary Examples of material terms are vesting provisions, maximum term of options granted, whether or not a stock option plan is a rolling plan, the maximum number or percentage of options that can be granted, method of settlement. (2) Indicate for each such plan or agreement whether it has previously been approved by shareholders and, if applicable, when it is next required to be approved. (3) Disclosure is not required of plans, such as shareholder rights plans, that involve issuance of securities to all securityholders. 2.5 Employment, consulting and management agreements (1) Disclose the material terms of each agreement or arrangement under which compensation was provided during the most recently completed financial year or is payable in respect of services provided to the company or any of its subsidiaries that were (a) performed by a director or named executive officer, or (b) performed by any other party but are services typically provided by a director or a named executive officer. (2) For each agreement or arrangement referred to in subsection (1), disclose each of the following: (a) the provisions, if any, with respect to change of control, severance, termination or constructive dismissal; (b) the estimated incremental payments that are triggered by, or result from, change of control, severance, termination or constructive dismissal; (c) any relationship between the other party to the agreement and a director or named executive officer of the company or any of its subsidiaries. 1317 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2.6 Oversight and description of director and named executive officer compensation (1) Disclose who determines director compensation and how and when it is determined. (2) Disclose who determines named executive officer compensation and how and when it is determined. (3) For each named executive officer, disclose each of the following: (a) a description of all significant elements of compensation awarded to, earned by, paid or payable to the named executive officer for the most recently completed financial year, including at a minimum each element of compensation that accounts for 10% or more of the named executive officer’s total compensation; (b) whether total compensation or any significant element of total compensation is tied to one or more performance criteria or goals, including for example, milestones, agreements or transactions and, if so, (i) describe the performance criteria and goals, and (ii) indicate the weight or approximate weight assigned to each performance criterion or goal; (c) any significant events that have occurred during the most recently completed financial year that have significantly affected compensation including whether any performance criterion or goal was waived or changed and, if so, why; (d) how the company determines the amount to be paid for each significant element of compensation referred to in paragraph (a), including whether the process is based on objective, identifiable measures or a subjective decision; (e) whether a peer group is used to determine compensation and, if so, describe the peer group and why it is considered appropriate; (f) any significant changes to the company’s compensation policies that were made during or after the most recently completed financial year that could or will have an effect on director or named executive officer compensation. (4) Despite subsection (3), if a reasonable person would consider that disclosure of a previously undisclosed specific performance criterion or goal would seriously prejudice the company’s interests, the company is not required to disclose the criterion or goal provided that the company does each of the following: (a) discloses the percentage of the named executive officer’s total compensation that relates to the undisclosed criterion or goal; (b) discloses the anticipated difficulty in achieving the performance criterion or goal; (c) states that it is relying on this exemption from the disclosure requirement; (d) explains why disclosing the performance criterion or goal would seriously prejudice its interests. 1318 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (5) For the purposes of subsection (4), a company’s interests are considered not to be seriously prejudiced solely by disclosing a performance goal or criterion if that criterion or goal is based on broad corporate‑level financial performance metrics such as earnings per share, revenue growth, or earnings before interest, taxes, depreciation and amortization (EBITDA). 2.7 Pension disclosure If the company provides a pension to a director or named executive officer, provide for each such individual the additional disclosure required by Item 5 of Form 51‑102F6. 2.8 Companies reporting in the United States (1) Except as provided in subsection (2), SEC issuers may satisfy the requirements of this form by providing the information that they disclose in the United States pursuant to item 402 “Executive compensation” of Regulation S‑K under the 1934 Act. (2) Subsection (1) does not apply to a company that, as a foreign private issuer, satisfies Item 402 of Regulation S‑K by providing the information required by Items 6.B ‘Compensation’ and 6.E.2 ‘Share Ownership’ of Form 20‑F under the 1934 Act. 8 Jly 2011 SR 41/2011 s17; 8 Jly 2011 SR 41/2011 s17; 5 Aug 2011 SR 48/2011 s8; 17 Feb 2012 SR 4/2012 s3; 21 Sep 2012 SR 60/2012 s6; 22 Mar 2013 SR 15/2013 s4; 17 May 2013 SR 32/2013 s8; 17 May 2013 SR 33/2013 s10; 15 Aug 2014 SR 71/2014 s5; 8 May 2015 SR 43/2015 s3 and 7; 3 Jly 2015 SR 61/2015 s5; 1 Jne 2018 SR 38/2018 s8; 20 Nov 2020 SR 113/2020; 30 JNE 2023 SR 47/2023 s14. 1319 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XXXVII [Clause 2(kk)] NATIONAL INSTRUMENT 52‑107 ACCEPTABLE ACCOUNTING PRINCIPLES AND AUDITING STANDARDS PART 1: DEFINITIONS AND INTERPRETATION 1.1 Definitions — In this Instrument: “accounting principles” means a body of principles relating to accounting that are generally accepted in a jurisdiction of Canada or a foreign jurisdiction and includes, without limitation, IFRS, Canadian GAAP and U.S. GAAP; “acquisition statements” means financial statements of an acquired business or a business to be acquired, or an operating statement for an oil and gas property that is an acquired business or a business to be acquired, that are: (a) required to be filed under National Instrument 51‑102 Continuous Disclosure Obligations; (b) included in a prospectus pursuant to Item 35 of Form 41‑101F1 Information Required in a Prospectus; (c) required to be included in a prospectus under National Instrument 44‑101 Short Form Prospectus Distributions; or (d) included in an offering memorandum required under National Instrument 45‑106 Prospectus Exemptions; “auditing standards” means a body of standards relating to auditing that are generally accepted in a jurisdiction of Canada or a foreign jurisdiction and includes, without limitation, Canadian GAAS, International Standards on Auditing, U.S. AICPA GAAS and U.S. PCAOB GAAS; “business acquisition report” means a completed Form 51‑102F4 Business Acquisition Report; “convertible security” means a security of an issuer that is convertible into, or carries the right of the holder to acquire, or of the issuer to cause the acquisition of, a security of the same issuer; “credit support issuer” means an issuer of securities for which a credit supporter has provided a guarantee or alternative credit support; “credit supporter” means a person or company that provides a guarantee or alternative credit support for any of the payments to be made by an issuer of securities as stipulated in the terms of the securities or in an agreement governing rights of, or granting rights to, holders of the securities; “designated foreign issuer” means a foreign issuer: (a) that does not have a class of securities registered under section 12 of the 1934 Act and is not required to file reports under section 15(d) of the 1934 Act; (b) that is subject to foreign disclosure requirements in a designated foreign jurisdiction; and 1320 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) for which the total number of equity securities beneficially owned by residents of Canada does not exceed 10%, on a fully‑diluted basis, of the total number of equity securities of the issuer, calculated in accordance with sections 1.2 and 1.3; “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; “exchangeable security” means a security of an issuer that is exchangeable for, or carries the right of the holder to acquire, or of the issuer to cause the acquisition of, a security of another issuer; “exchange‑traded security” means a security that is listed on a recognized exchange or is quoted on a recognized quotation and trade reporting system or is listed on an exchange or quoted on a quotation and trade reporting system that is recognized for the purposes of National Instrument 21‑101 Marketplace Operation and National Instrument 23‑101 Trading Rules; “executive officer” means, for an issuer, an individual who is: (a) a chair, vice‑chair or president; (b) a vice‑president in charge of a principal business unit, division or function including sales, finance or production; or (c) performing a policy‑making function in respect of the issuer; “financial statements” includes interim financial reports; “foreign disclosure requirements” means the requirements to which a foreign issuer is subject concerning disclosure made to the public, to securityholders of the issuer or to a foreign regulatory authority: (a) relating to the foreign issuer and the trading in its securities; and (b) that is made publicly available in the foreign jurisdiction under: (i) the securities laws of the foreign jurisdiction in which the principal trading market of the foreign issuer is located; or (ii) the rules of the marketplace that is the principal trading market of the foreign issuer; “foreign issuer” means an issuer that is incorporated or organized under the laws of a foreign jurisdiction, unless: (a) outstanding voting securities of the issuer carrying more than 50% of the votes for the election of directors are beneficially owned by residents of Canada; and (b) any of the following apply: (i) the majority of the executive officers or directors of the issuer are residents of Canada; (ii) more than 50% of the consolidated assets of the issuer are located in Canada; or (iii) the business of the issuer is administered principally in Canada; 1321 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “foreign registrant” means a registrant that is incorporated or organized under the laws of a foreign jurisdiction, unless: (a) outstanding voting securities of the registrant carrying more than 50% of the votes for the election of directors are beneficially owned by residents of Canada; and (b) any of the following apply: (i) the majority of the executive officers or directors of the registrant are residents of Canada; (ii) more than 50% of the consolidated assets of the registrant are located in Canada; or (iii) the business of the registrant is administered principally in Canada; “foreign regulatory authority” means a securities commission, exchange or other securities market regulatory authority in a designated foreign jurisdiction; “IAS 27” means International Accounting Standard 27 Consolidated and Separate Financial Statements, as amended from time to time; “IAS 34” means International Accounting Standard 34 Interim Financial Reporting, as amended from time to time; “inter‑dealer bond broker” means a person or company that is approved by the Investment Industry Regulatory Organization of Canada under its Rule No. 36 Inter‑Dealer Bond Brokerage Systems, as amended, and is subject to its Rule No. 36 and its Rule 2100 Inter‑Dealer Bond Brokerage Systems, as amended from time to time; “IPO venture issuer” has the same meaning as in section 1.1 of National Instrument 41‑101 General Prospectus Requirements; “issuer’s GAAP” means the accounting principles used to prepare an issuer’s financial statements, as permitted by this Instrument; “marketplace” means: (a) an exchange; (b) a quotation and trade reporting system; (c) a person or company not included in paragraph (a) or (b) that: (i) constitutes, maintains or provides a market or facility for bringing together buyers and sellers of securities; (ii) brings together the orders for securities of multiple buyers and sellers; and (iii) uses established, non‑discretionary methods under which the orders interact with each other, and the buyers and sellers entering the orders agree to the terms of a trade; or (d) a dealer that executes a trade of an exchange‑traded security outside of a marketplace; but does not include an inter‑dealer bond broker; 1322 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “multiple convertible security” means a security of an issuer that is convertible into, or exchangeable for, or carries the right of the holder to acquire, or of the issuer to cause the acquisition of, a convertible security, an exchangeable security or another multiple convertible security; “predecessor statements” mean the financial statements referred to in paragraph 32.1(1)(a) of Form 41‑101F1 Information Required in a Prospectus; “primary business statements” mean the financial statements referred to in paragraph 32.1(1)(b) of Form 41‑101F1 Information Required in a Prospectus; “principal trading market” means the published market on which the largest trading volume in the equity securities of the issuer occurred during the issuer’s most recently completed financial year that ended before the date the determination is being made; “published market” means, for a class of securities, a marketplace on which the securities have traded that discloses, regularly in a publication of general and regular paid circulation or in a form that is broadly distributed by electronic means, the prices at which those securities have traded; “recognized exchange” means:

(a) in Ontario, an exchange recognized by the securities regulatory authority to carry on business as a stock exchange; (b) in Québec, a person or company authorized by the securities regulatory authority to carry on business as an exchange; and (c) in every other jurisdiction of Canada, an exchange recognized by the securities regulatory authority as an exchange, self‑regulatory organization or self‑regulatory body; “recognized quotation and trade reporting system” means: (a) in every jurisdiction of Canada other than British Columbia, a quotation and trade reporting system recognized by the securities regulatory authority under securities legislation to carry on business as a quotation and trade reporting system; and (b) in British Columbia, a quotation and trade reporting system recognized by the securities regulatory authority under securities legislation as a quotation and trade reporting system or as an exchange; “SEC issuer” means an issuer that: (a) has a class of securities registered under section 12 of the 1934 Act or is required to file reports under section 15(d) of the 1934 Act; and (b) is not registered or required to be registered as an investment company under the Investment Company Act of 1940 of the United States of America, as amended from time to time; “SEC foreign issuer” means a foreign issuer that is also an SEC issuer; “underlying security” means a security issued or transferred, or to be issued or transferred, in accordance with the terms of a convertible security, an exchangeable security or a multiple convertible security; 1323 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “U.S. GAAP” means generally accepted accounting principles in the United States of America that the SEC has identified as having substantial authoritative support, as supplemented by Regulation S‑X under the 1934 Act, as amended from time to time; “U.S. AICPA GAAS” means auditing standards of the American Institute of Certified Public Accountants, as amended from time to time; “U.S. PCAOB GAAS” means auditing standards of the Public Company Accounting Oversight Board (United States of America), as amended from time to time; “venture issuer”: (a) in the case of acquisition statements required by National Instrument 51‑102 Continuous Disclosure Obligations, has the same meaning as in subsection 1.1(1) of that Instrument; and (b) in the case of acquisition statements referred to in paragraph (b), (c) or (d) of the definition of “acquisition statements”, has the same meaning as in section 1.1 of National Instrument 41‑101 General Prospectus Requirements. 1.2 Determination of Canadian Shareholders for Calculation of Designated Foreign Issuer and Foreign Issuer — (1) For the purposes of paragraph (c) of the definition of “designated foreign issuer” in section 1.1 and for the purposes of paragraphs 3.9(1)(c) and 4.9(c), a reference to equity securities beneficially owned by residents of Canada includes: (a) any underlying securities that are equity securities of the foreign issuer; and (b) the equity securities of the foreign issuer represented by an American depositary receipt or an American depositary share issued by a depositary holding equity securities of the foreign issuer. (2) For the purposes of paragraph (a) of the definition of “foreign issuer” in section 1.1, securities represented by American depositary receipts or American depositary shares issued by a depositary holding voting securities of the foreign issuer must be included as outstanding in determining both the number of votes attached to securities beneficially owned by residents of Canada and the number of votes attached to all of the issuer’s outstanding voting securities. 1.3 Timing for Calculation of Designated Foreign Issuer, Foreign Issuer and Foreign Registrant — For the purposes of paragraph (c) of the definition of “designated foreign issuer” in section 1.1, paragraph (a) of the definition of “foreign issuer” in section 1.1, and paragraph (a) of the definition of “foreign registrant” in section 1.1, the calculation is made: (a) if the issuer has not completed one financial year, on the earlier of: (i) the date that is 90 days before the date of its prospectus; and (ii) the date that it became a reporting issuer; and 1324 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) for all other issuers and for registrants, on the first day of the most recent financial year or interim period for which financial performance is presented in the financial statements or interim financial information filed or delivered or included in a prospectus. 1.4 Interpretation — (1) For the purposes of this Instrument, a reference to “prospectus” includes a preliminary prospectus, a prospectus, an amendment to a preliminary prospectus and an amendment to a prospectus. (2) For the purposes of this Instrument, a reference to information being “included in” another document means information reproduced in the document or incorporated into the document by reference. PART 2: APPLICATION 2.1 Application — (1) This Instrument does not apply to investment funds, that are subject to National Instrument 81‑106 Investment Fund Continuous Disclosure in respect of their reporting requirements as investment funds. (2) This Instrument applies to: (a) all financial statements and interim financial information delivered by registrants to the securities regulatory authority or regulator under National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; (b) all financial statements filed, or included in a document that is filed, by an issuer under National Instrument 51‑102 Continuous Disclosure Obligations or National Instrument 71‑102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers; (c) all financial statements included in: (i) a prospectus, a take‑over bid circular or any other document that is filed by or in connection with an issuer; or (ii) an offering memorandum required to be delivered by an issuer under National Instrument 45‑106 Prospectus Exemptions; (d) any acquisition statements, predecessor statements, or primary business statements, that are an operating statement for an oil and gas property that is an acquired business or a business to be acquired, that is: (i) filed by an issuer under National Instrument 51‑102 Continuous Disclosure Obligations; (ii) included in a prospectus, take‑over bid circular or any other document that is filed by or in connection with an issuer; or (iii) included in an offering memorandum required to be delivered by an issuer under National Instrument 45‑106 Prospectus Exemptions; (e) any other financial statements filed, or included in a document that is filed, by a reporting issuer; 1325 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (f) summary financial information for a credit supporter or credit support issuer that is: (i) filed under National Instrument 51‑102 Continuous Disclosure Obligations; (ii) included in a prospectus, take‑over bid circular or any other document that is filed by or in connection with an issuer; or (iii) included in an offering memorandum required to be delivered by an issuer under National Instrument 45‑106 Prospectus Exemptions; (g) summarized financial information of an acquired business or business to be acquired that is, or will be, an investment accounted for by the issuer using the equity method, that is: (i) filed by an issuer under National Instrument 51‑102 Continuous Disclosure Obligations; (ii) included in a prospectus, take‑over bid circular or any other document that is filed by or in connection with an issuer; or (iii) included in an offering memorandum required to be delivered by an issuer under National Instrument 45‑106 Prospectus Exemptions; (h) pro forma financial statements: (i) filed, or included in a document that is filed, by an issuer under National Instrument 51‑102 Continuous Disclosure Obligations or National Instrument 71‑102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers; (ii) included in a prospectus, take‑over bid circular or any other document that is filed by or in connection with an issuer; or (iii) otherwise filed, or included in a document that is filed, by a reporting issuer; and (i) all financial statements (i) filed by an issuer under subsection 2.9(17.4) of National Instrument 45‑106 Prospectus Exemptions, (ii) delivered by an issuer under subsection 2.9(17.5) of National Instrument 45‑106 Prospectus Exemptions, or (iii) made reasonably available by an issuer under subsection 2.9(17.6) of National Instrument 45‑106 Prospectus Exemptions. PART 3: RULES APPLYING TO FINANCIAL YEARS BEGINNING ON OR AFTER JANUARY 1, 2011 3.1 Definitions and Application — (1) In this Part: “publicly accountable enterprise” means a publicly accountable enterprise as defined in the Handbook; “private enterprise” means a private enterprise as defined in the Handbook. (2) This Part applies to financial statements, financial information, operating statements and pro forma financial statements for periods relating to financial years beginning on or after January 1, 2011. 1326 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3.2 Acceptable Accounting Principles – General Requirements — (1) Financial statements referred to in paragraphs 2.1(2)(b), (c), (e) and (i), other than acquisition statements, must: (a) be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises; and (b) disclose: (i) in the case of annual financial statements, an unreserved statement of compliance with IFRS; and (ii) in the case of an interim financial report, an unreserved statement of compliance with IAS 34. (2) Despite subsection (1), in the case of an interim financial report that is not required under securities legislation to provide comparative interim financial information: (a) the statement of financial position, statement of comprehensive income, statement of changes in equity, statement of cash flows and explanatory notes must be prepared in accordance with IAS 34 other than the requirement in IAS 34 to include comparative financial information; and (b) the interim financial report must disclose that: (i) it does not comply with IAS 34 because it does not include comparative interim financial information; and (ii) the statement of financial position, statement of comprehensive income, statement of changes in equity, statement of cash flows and explanatory notes have been prepared in accordance with IAS 34 other than the requirement in IAS 34 to include comparative financial information. (3) Financial statements and interim financial information referred to in paragraph 2.1(2)(a) must: (a) be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises, except that any investments in subsidiaries, jointly controlled entities and associates must be accounted for as specified for separate financial statements in IAS 27; and (b) in the case of annual financial statements: (i) include the following statement: “These financial statements are prepared in accordance with the financial reporting framework specified in [insert “paragraph 3.2(3) (a) “, “subsection 3.2(4)” or “section 3.15” as applicable] of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards for financial statements delivered by registrants”; and (ii) describe the financial reporting framework used to prepare the financial statements. 1327 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (4) Despite paragraph (3)(a), financial statements and interim financial information referred to in paragraph 2.1(2)(a) for periods relating to a financial year beginning in 2011 may be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises, except that: (a) any investments in subsidiaries, jointly controlled entities and associates must be accounted for as specified for separate financial statements in IAS 27; (b) comparative information relating to the preceding financial year must be excluded; and (c) the first day of the financial year to which the financial statements or interim financial information relates must be used as the date of transition to the financial reporting framework. (5) Financial statements must be prepared in accordance with the same accounting principles for all periods presented in the financial statements. (6) Financial information referred to in paragraphs 2.1(2)(f) and (g) must: (a) present the line items for summary financial information or summarized financial information required by National Instrument 45‑106 Prospectus Exemptions or National Instrument 51‑102 Continuous Disclosure Obligations, as the case may be; and (b) in the case of summarized financial information of an acquired business or business to be acquired that is, or will be, an investment accounted for by the issuer using the equity method: (i) be prepared using accounting policies that: (A) are permitted by one of Canadian GAAP applicable to publicly accountable enterprises, IFRS, U.S. GAAP or Canadian GAAP applicable to private enterprises; and (B) would apply to the information if the information were presented as part of a complete set of financial statements; (ii) include the following statement: “This information is prepared in accordance with the financial reporting framework specified in subsection 3.2(6) of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards for summarized financial information of a business accounted for using the equity method”; and (iii) describe the accounting policies used to prepare the information. 3.3 Acceptable Auditing Standards – General Requirements — (1) Financial statements, other than acquisition statements, that are required by securities legislation to be audited must: (a) be audited in accordance with Canadian GAAS and be accompanied by an auditor’s report that: (i) expresses an unmodified opinion; (ii) identifies all financial periods presented for which the auditor has issued an auditor’s report; 1328 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (iii) is in the form specified by Canadian GAAS for an audit of financial statements prepared in accordance with a fair presentation framework; and (iv) refers to IFRS as the applicable fair presentation framework if the financial statements are prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises; and (b) if the issuer or registrant has changed its auditor and one or more of the comparative periods presented in the financial statements were audited by a predecessor auditor, be accompanied by the predecessor auditor’s reports on the comparative periods. (2) Paragraph (1)(b) does not apply to financial statements referred to in paragraphs 2.1(2)(a) and (b) if the auditor’s report described in paragraph (1)(a) refers to the predecessor auditor’s reports on the comparative periods. 3.4 Acceptable Auditors — An auditor’s report filed by an issuer or delivered by a registrant must be prepared and signed by a person or company that is authorized to sign an auditor’s report under the laws of a jurisdiction of Canada or a foreign jurisdiction, and that meets the professional standards of that jurisdiction. 3.5 Presentation and Functional Currencies — (1) The presentation currency must be prominently displayed in financial statements. (2) Financial statements must disclose the functional currency if it is different than the presentation currency. 3.6 Credit Supporters — (1) Unless subsection 3.2(1) applies, if a credit support issuer files, or includes in a prospectus, financial statements of a credit supporter, the credit supporter’s financial statements must: (a) be prepared in accordance with the accounting principles and audited in accordance with the auditing standards that would apply under this Instrument if the credit supporter were to file financial statements referred to in paragraph 2.1(2)(b); and (b) identify the accounting principles used to prepare the financial statements. (2) If a credit support issuer files, or includes in a prospectus, summary financial information for the credit supporter or credit support issuer: (a) the summary financial information must, in addition to satisfying other requirements in this Instrument: (i) prominently display the presentation currency; and (ii) disclose the functional currency if it is different from the presentation currency; and 1329 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the amounts presented in the summary financial information must be derived from financial statements of the credit supporter or credit support issuer that, if required by securities legislation to be audited, are audited in accordance with the auditing standards that would apply under this Instrument if the credit supporter or credit support issuer, as the case may be, were to file financial statements referred to in paragraph 2.1(2)(b). 3.7 Acceptable Accounting Principles for SEC Issuers — (1) Despite subsection 3.2(1), an SEC issuer’s financial statements referred to in paragraphs 2.1(2)(b), (c), (e) and (i) and financial information referred to in paragraphs 2.1(2)(f) and (g) that are filed with or delivered to a securities regulatory authority or regulator, other than acquisition statements, may be prepared in accordance with U.S. GAAP. (2) The notes to the financial statements referred to in subsection (1) must identify the accounting principles used to prepare the financial statements. 3.8 Acceptable Auditing Standards for SEC Issuers — (1) Despite subsection 3.3(1), an SEC issuer’s financial statements referred to in paragraphs 2.1(2)(b), (c), (e) and (i) and financial information referred to in paragraphs 2.1(2)(f) and (g) that are filed with or delivered to a securities regulatory authority or regulator, other than acquisition statements, and that are required by securities legislation to be audited, may be audited in accordance with U.S. PCAOB GAAS if the financial statements are accompanied by: (a) an auditor’s report prepared in accordance with U.S. PCAOB GAAS that: (i) expresses an unqualified opinion; (ii) identifies all financial periods presented for which the auditor has issued an auditor’s report; and (iii) identifies the auditing standards used to conduct the audit and the accounting principles used to prepare the financial statements; and (b) the predecessor auditor’s reports on the comparative periods, if the issuer has changed its auditor and one or more of the comparative periods presented in the financial statements were audited by the predecessor auditor. (2) Paragraph (1)(b) does not apply to financial statements referred to in paragraph 2.1(2)(b) if the auditor’s report described in paragraph (1)(a) refers to the predecessor auditor’s reports on the comparative periods. 3.9 Acceptable Accounting Principles for Foreign Issuers — (1) Despite subsection 3.2(1), a foreign issuer’s financial statements referred to in paragraphs 2.1(2)(b), (c), (e) and (i) that are filed with or delivered to a securities regulatory authority or regulator, other than acquisition statements, may be prepared in accordance with: (a) IFRS; (b) U.S. GAAP, if the issuer is an SEC foreign issuer; 1330 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) accounting principles that meet the disclosure requirements for foreign private issuers, as that term is defined for the purposes of the 1934 Act, if: (i) the issuer is an SEC foreign issuer; (ii) on the last day of the most recently completed financial year the total number of equity securities of the issuer beneficially owned by residents of Canada does not exceed 10%, on a fully‑diluted basis, of the total number of equity securities of the issuer; and (iii) the financial statements include any reconciliation to U.S. GAAP required by the SEC; or (d) accounting principles that meet the foreign disclosure requirements of the designated foreign jurisdiction to which the issuer is subject, if the issuer is a designated foreign issuer. (2) The notes to the financial statements must identify the accounting principles used to prepare the financial statements. 3.10 Acceptable Auditing Standards for Foreign Issuers — (1) Despite subsection 3.3(1), a foreign issuer’s financial statements referred to in paragraphs 2.1(2)(b), (c), (e) and (i) that are filed with or delivered to a securities regulatory authority or regulator, other than acquisition statements, that are required by securities legislation to be audited may be audited in accordance with: (a) International Standards on Auditing if the financial statements are accompanied by: (i) an auditor’s report that: (A) expresses an unmodified opinion; (B) identifies all financial periods presented for which the auditor has issued the auditor’s report; (C) identifies the auditing standards used to conduct the audit and the accounting principles used to prepare the financial statements; and (D) is prepared in accordance with the same auditing standards used to conduct the audit; and (ii) the predecessor auditor’s reports on the comparative periods, if the issuer has changed its auditor and one or more of the comparative periods presented in the financial statements were audited by the predecessor auditor; (b) U.S. PCAOB GAAS if the financial statements are accompanied by: (i) an auditor’s report that: (A) expresses an unqualified opinion; (B) identifies all financial periods presented for which the auditor has issued the auditor’s report; (C) identifies the auditing standards used to conduct the audit and the accounting principles used to prepare the financial statements; and 1331 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (D) is prepared in accordance with the same auditing standards used to conduct the audit; and (ii) the predecessor auditor’s reports on the comparative periods, if the issuer has changed its auditor and one or more of the comparative periods presented in the financial statements were audited by the predecessor auditor; or (c) auditing standards that meet the foreign disclosure requirements of the designated foreign jurisdiction to which the issuer is subject if: (i) the issuer is a designated foreign issuer; (ii) the financial statements are accompanied by an auditor’s report prepared in accordance with the same auditing standards used to conduct the audit; and (iii) the auditor’s report identifies the auditing standards used to conduct the audit and the accounting principles used to prepare the financial statements. (2) Subparagraph (1)(a)(ii) or (b)(ii) does not apply to financial statements referred to in paragraph 2.1(2)(b) if the auditor’s report described in subparagraph (1) (a) (i) or (b)(i), as the case may be, refers to the predecessor auditor’s reports on the comparative periods. 3.11 Acceptable Accounting Principles for Acquisition Statements — (1) Acquisition statements must be prepared in accordance with one of the following accounting principles: (a) Canadian GAAP applicable to publicly accountable enterprises; (b) IFRS; (c) U.S. GAAP; (d) accounting principles that meet the disclosure requirements for foreign private issuers, as that term is defined for the purposes of the 1934 Act, if: (i) the issuer or the acquired business or business to be acquired is an SEC foreign issuer; (ii) on the last day of the most recently completed financial year the total number of equity securities of the SEC foreign issuer beneficially owned by residents of Canada does not exceed 10%, on a fully‑diluted basis, of the total number of equity securities of the SEC foreign issuer; and (iii) the financial statements include any reconciliation to U.S. GAAP required by the SEC; (e) accounting principles that meet the foreign disclosure requirements of the designated foreign jurisdiction to which the issuer or the acquired business or business to be acquired is subject, if: (i) the issuer or business is a designated foreign issuer; and (ii) in the case where the issuer’s GAAP differs from the accounting principles used to prepare the acquisition statements, for the most recently completed financial year and interim period presented, the notes to the acquisition statements: 1332 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (A) describe the material differences between the issuer’s GAAP and the accounting principles used to prepare the acquisition statements that relate to recognition, measurement and presentation; and (B) quantify the effect of each difference referred to in clause (A) and include a tabular reconciliation between profit or loss reported in the acquisition statements and profit or loss computed in accordance with the issuer’s GAAP; (f) Canadian GAAP applicable to private enterprises if: (i) the acquisition statements consolidate any subsidiaries and account for significantly influenced investees and joint ventures using the equity method; (ii) financial statements for the acquired business or business to be acquired were not previously prepared in accordance with one of the accounting principles specified in paragraphs (a) to (e) for the periods presented in the acquisition statements; (iii) the acquisition statements are accompanied by a notice stating: These financial statements are prepared in accordance with Canadian GAAP applicable to private enterprises, which are Canadian accounting standards for private enterprises in Part II of the Handbook. The recognition, measurement and disclosure requirements of Canadian GAAP applicable to private enterprises differ from those of Canadian GAAP applicable to publicly accountable enterprises, which are International Financial Reporting Standards incorporated into the Handbook. The pro forma financial statements included in the document include adjustments relating to the [insert “acquired business” or “business to be acquired” as applicable] and present pro forma information prepared using principles that are consistent with the accounting principles used by the issuer; and (iv) in the case of acquisition statements included in a document filed by an issuer that is not a venture issuer, and is not an IPO venture issuer, for all financial years and the most recently completed interim period presented, the notes to the acquisition statements: (A) describe the material differences between the issuer’s GAAP and the accounting principles used to prepare the acquisition statements that relate to recognition, measurement and presentation; (B) quantify the effect of each difference referred to in clause (A), and include a tabular reconciliation between profit or loss reported in the acquisition statements and profit or loss computed in accordance with the issuer’s GAAP; and 1333 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (C) for each difference referred to in clause (A) that relates to measurement, disclose and discuss the material inputs or assumptions underlying the measurement of the relevant amount computed in accordance with the issuer’s GAAP, consistent with the disclosure requirements of the issuer’s GAAP. (2) Acquisition statements must be prepared in accordance with the same accounting principles for all periods presented. (3) Acquisition statements to which paragraph (1)(a) applies must disclose: (a) in the case of annual financial statements, an unreserved statement of compliance with IFRS; and (b) in the case of interim financial reports, an unreserved statement of compliance with IAS 34. (4) Unless paragraph (1)(a) applies, the notes to the acquisition statements must identify the accounting principles used to prepare the acquisition statements. (5) Despite subsections (1) and (2), if acquisition statements are an operating statement for an oil and gas property that is an acquired business or business to be acquired: (a) the operating statement must include at least the following line items: (i) gross sales; (ii) royalties; (iii) production costs; (iv) operating income; (b) the line items in the operating statement must be prepared using accounting policies that: (i) are permitted by one of Canadian GAAP applicable to publicly accountable enterprises, IFRS, U.S. GAAP or Canadian GAAP applicable to private enterprises; and (ii) would apply to those line items if those line items were presented as part of a complete set of financial statements; and (c) the operating statement must: (i) include the following statement: “This operating statement is prepared in accordance with the financial reporting framework specified in subsection 3.11(5) of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards for an operating statement”. and (ii) describe the accounting policies used to prepare the operating statement. (6) Repealed. 17 May 2013 SR 32/2013 s9. 1334 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3.12 Acceptable Auditing Standards for Acquisition Statements — (1) Acquisition statements that are required by securities legislation to be audited must be accompanied by an auditor’s report and audited in accordance with one of the following auditing standards: (a) Canadian GAAS; (b) International Standards on Auditing; (c) U.S. PCAOB GAAS; (d) U.S. AICPA GAAS, if the acquired business or business to be acquired is not an SEC issuer; (e) auditing standards that meet the foreign disclosure requirements of the designated foreign jurisdiction to which the issuer is subject, if the issuer is a designated foreign issuer. (2) The auditor’s report must: (a) if paragraph (1)(a) or (b) applies, express an unmodified opinion; (b) if paragraph (1)(c) or (d) applies, express an unqualified opinion; (c) unless paragraph (1)(e) applies, identify all financial periods presented for which the auditor’s report applies; (d) identify the auditing standards used to conduct the audit; (e) identify the accounting principles used or, if subsection 3.11(5) applies, the financial reporting framework used, to prepare the acquisition statements, unless the auditor’s report accompanies acquisition statements prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises and audited in accordance with Canadian GAAS; and (f) if paragraph (1) (a) or (b) applies and subsection 3.11(5) does not: (i) be in the form specified by the standards referred to in paragraph (1) (a) or (b), as applicable, for an audit of financial statements prepared in accordance with a fair presentation framework; and (ii) refer to IFRS as the applicable fair presentation framework if the financial statements are prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises. (3) Despite paragraphs (2)(a) and (b), an auditor’s report that accompanies acquisition statements may express a qualification of opinion relating to inventory if: (a) the issuer includes in the business acquisition report, prospectus or other document containing the acquisition statements, a statement of financial position for the acquired business or business to be acquired that is for a date that is subsequent to the date to which the qualification relates; and (b) the statement of financial position referred to in paragraph (a) is accompanied by an auditor’s report that does not express a qualification of opinion relating to closing inventory. 1335 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 3.13 Financial Information for Acquisitions Accounted for by the Issuer Using the Equity Method — (1) If an issuer files, or includes in a prospectus, summarized financial information of an acquired business or business to be acquired that is, or will be, an investment accounted for by the issuer using the equity method, the financial information must: (a) meet the requirements in subsections 3.11(1), (2) and (4) if the term “acquisition statements” in those subsections is read as “summarized financial information”; and (b) disclose the presentation currency for the financial information, and disclose the functional currency if it is different than the presentation currency. (2) If the financial information referred to in subsection (1) is required by securities legislation to be audited or derived from audited financial statements, the financial information must: (a) either: (i) meet the requirements in section 3.12 if the term “acquisition statements” in that section is read as “summarized financial information”; or (ii) be derived from financial statements that meet the requirements in section 3.12 if the term “acquisition statements” in that section is read as “financial statements from which is derived summarized financial information”; and (b) be audited, or derived from financial statements that are audited, by a person or company that is authorized to sign an auditor’s report under the laws of a jurisdiction of Canada or a foreign jurisdiction, and that meets the professional standards of that jurisdiction. 3.14 Acceptable Accounting Policies for Pro Forma Financial Statements — (1) An issuer’s pro forma financial statements must be prepared using accounting policies that: (a) are permitted by the issuer’s GAAP; and (b) would apply to the information presented in the pro forma financial statements if that information were included in the issuer’s financial statements for the same period as that of the pro forma financial statements. (2) Despite subsection (1), if an issuer’s financial statements include, or are accompanied by, a reconciliation to U.S. GAAP, the issuer’s pro forma financial statements for the same period as the issuer’s financial statements may be prepared using accounting policies that: (a) are permitted by U.S. GAAP; and (b) would apply to the information presented in the pro forma financial statements if that information were included in the reconciliation. 1336 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) Despite subsection (1), if the accounting principles used to prepare an issuer’s most recent annual financial statements differ from the accounting principles used to prepare the issuer’s interim financial report for a subsequent period, the issuer may prepare a pro forma income statement for the same period as that of its most recent annual financial statements using accounting policies that: (a) are permitted by the accounting principles that were used to prepare the issuer’s interim financial report; and (b) would apply to the information presented in the pro forma income statement if that information were included in the issuer’s interim financial report. 3.15 Acceptable Accounting Principles for Foreign Registrants — Despite paragraph 3.2 (3)(a), financial statements and interim financial information delivered by a foreign registrant may be prepared in accordance with: (a) IFRS, except that any investments in subsidiaries, jointly controlled entities and associates must be accounted for as specified for separate financial statements in IAS 27; (b) U.S. GAAP, except that any investments in subsidiaries, jointly controlled entities and associates must be accounted for as specified for separate financial statements in IAS 27; or (c) accounting principles that meet the disclosure requirements of a foreign regulatory authority to which the registrant is subject, if it is a foreign registrant incorporated or organized under the laws of that designated foreign jurisdiction. 3.16 Acceptable Auditing Standards for Foreign Registrants — (1) Despite subsection 3.3(1), financial statements referred to in paragraph 2.1(2) (a) that are delivered by a foreign registrant and required by securities legislation to be audited may be audited in accordance with: (a) International Standards on Auditing if the financial statements are accompanied by: (i) an auditor’s report that: (A) expresses an unmodified opinion; (B) identifies all financial periods presented for which the auditor has issued the auditor’s report; (C) identifies the auditing standards used to conduct the audit and the accounting principles used to prepare the financial statements; and (D) is prepared in accordance with the same auditing standards used to conduct the audit; and (ii) the predecessor auditor’s reports on the comparative periods, if the foreign registrant has changed its auditor and one or more of the comparative periods presented in the financial statements were audited by the predecessor auditor; 1337 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) U.S. PCAOB GAAS or U.S. AICPA GAAS if the financial statements are accompanied by: (i) an auditor’s report that: (A) expresses an unqualified opinion; (B) identifies all financial periods presented for which the auditor has issued the auditor’s report; (C) identifies the auditing standards used to conduct the audit and the accounting principles used to prepare the financial statements; and (D) is prepared in accordance with the same auditing standards used to conduct the audit; and (ii) the predecessor auditor’s reports on the comparative periods, if the foreign registrant has changed its auditor and one or more of the comparative periods presented in the financial statements were audited by the predecessor auditor; or (c) auditing standards that meet the foreign disclosure requirements of the designated foreign jurisdiction to which the registrant is subject if: (i) it is a foreign registrant incorporated or organized under the laws of that designated foreign jurisdiction; (ii) the financial statements are accompanied by an auditor’s report prepared in accordance with the same auditing standards used to conduct the audit; and (iii) the auditor’s report identifies the accounting principles used to prepare the financial statements. (2) Subparagraph (1)(a)(ii) or (b)(ii) does not apply if the auditor’s report described in subparagraph (1)(a)(i) or (b)(i), as the case may be, refers to the predecessor auditor’s reports on the comparative periods. 3.17 Acceptable Accounting Principles for Predecessor Statements or Primary Business Statements that are an Operating Statement If predecessor statements or primary business statements are an operating statement for an oil and gas property: (a) the operating statement must include at least the following line items: (i) gross sales; (ii) royalties; (iii) production costs; (iv) operating income; 1338 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) the line items in the operating statement must be prepared using accounting policies that: (i) are permitted by one of: (A) Canadian GAAP applicable to publicly accountable enterprises; (B) U.S. GAAP if the issuer is an SEC issuer or an SEC foreign issuer; (C) IFRS if the issuer is a foreign issuer; and (ii) would apply to those line items if those line items were presented as part of a complete set of financial statements; and (c) the operating statement must: (i) include the following statement: This operating statement is prepared in accordance with the financial reporting framework specified in section 3.17 of National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards for an operating statement; and (ii) describe the accounting policies used to prepare the operating statement. 3.18 Acceptable Auditing Standards for Predecessor Statements or Primary Business Statements that are an Operating Statement ‑ (1) If predecessor statements or primary business statements are an operating statement for an oil and gas property that are required by securities legislation to be audited, the operating statement must be accompanied by an auditor’s report and audited in accordance with one of the following auditing standards: (a) Canadian GAAS; (b) U.S. PCAOB GAAS if the issuer is an SEC issuer or an SEC foreign issuer; (c) International Standards on Auditing if the issuer is a foreign issuer. (2) The auditor’s report must: (a) if paragraph (1)(a) or (c) applies, express an unmodified opinion; (b) if paragraph (1)(b) applies, express an unqualified opinion; (c) identify all financial periods presented for which the auditor’s report applies; (d) identify the auditing standards used to conduct the audit; and (e) identify the financial reporting framework used to prepare the operating statement. 1339 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 4: RULES APPLYING TO FINANCIAL YEARS BEGINNING BEFORE JANUARY 1, 2011 4.1 Definitions and Application — (1) In this Part: “Canadian GAAP ‑ Part V” means generally accepted accounting principles determined with reference to Part V of the Handbook applicable to public enterprises; “public enterprise” means a public enterprise as defined in Part V of the Handbook. (2) This Part applies to financial statements, financial information, operating statements and pro forma financial statements for periods relating to financial years beginning before January 1, 2011. 4.2 Acceptable Accounting Principles – General Requirements — (1) Financial statements, other than financial statements delivered by registrants and acquisition statements, must be prepared in accordance with Canadian GAAP – Part V. (2) Financial statements and interim financial information delivered by a registrant to the securities regulatory authority, must be prepared in accordance with Canadian GAAP – Part V except that the financial statements and interim financial information must be prepared on a non‑consolidated basis. (3) Financial statements must be prepared in accordance with the same accounting principles for all periods presented in the financial statements. (4) The notes to the financial statements must identify the accounting principles used to prepare the financial statements. 4.3 Acceptable Auditing Standards – General Requirements — Financial statements, other than acquisition statements, that are required by securities legislation to be audited must be audited in accordance with Canadian GAAS and be accompanied by an auditor’s report that: (a) expresses an unmodified opinion; (b) identifies all financial periods presented for which the auditor has issued an auditor’s report; (c) refers to the predecessor auditor’s reports on the comparative periods, if the issuer or registrant has changed its auditor and one or more of the comparative periods presented in the financial statements were audited by the predecessor auditor; and (d) identifies the accounting principles used to prepare the financial statements. 1340 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 4.4 Acceptable Auditors — An auditor’s report filed by an issuer or delivered by a registrant must be prepared and signed by a person or company that is authorized to sign an auditor’s report under the laws of a jurisdiction of Canada or a foreign jurisdiction, and that meets the professional standards of that jurisdiction. 4.5 Measurement and Reporting Currencies — (1) The reporting currency must be disclosed on the face page of the financial statements or in the notes to the financial statements unless the financial statements are prepared in accordance with Canadian GAAP – Part V and the reporting currency is the Canadian dollar. (2) The notes to the financial statements must disclose the measurement currency if it is different than the reporting currency. 4.6 Credit Supporters — (1) Unless subsection 4.2(1) applies, if a credit support issuer files, or includes in a prospectus, financial statements of a credit supporter, the credit supporter’s financial statements must: (a) be prepared in accordance with the accounting principles and audited in accordance with the auditing standards that apply under this Instrument if the credit supporter were to file financial statements referred to in paragraph 2.1(2)(b); (b) identify the accounting principles used to prepare the financial statements; and (c) disclose the reporting currency for the financial statements, and disclose the measurement currency if it is different than the reporting currency. (2) If a credit support issuer files, or includes in a prospectus, summary financial information for the credit supporter or credit support issuer: (a) the summary financial information must: (i) be prepared in accordance with the accounting principles that this Instrument requires to be used in preparing financial statements if the credit supporter or credit support issuer, as the case may be, were to file financial statements referred to in paragraph 2.1(2)(b); (ii) identify the accounting principles used to prepare the summary financial information; and (iii) disclose the reporting currency for the financial information, and disclose the measurement currency if it is different than the reporting currency; and 1341 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the amounts presented in the summary financial information must be derived from financial statements of the credit supporter or credit support issuer that, if required by securities legislation to be audited, are audited in accordance with the auditing standards that apply under this Instrument if the credit supporter or credit support issuer, as the case may be, were to file financial statements referred to in paragraph 2.1(2)(b). 4.7 Acceptable Accounting Principles for SEC Issuers — (1) Despite subsections 4.2(1) and (3), financial statements of an SEC issuer that are filed with or delivered to a securities regulatory authority or regulator, other than acquisition statements, may be prepared in accordance with U.S. GAAP provided that, if the SEC issuer previously filed or included in a prospectus financial statements prepared in accordance with Canadian GAAP – Part V, the SEC issuer complies with the following: (a) the notes to the first two sets of the issuer’s annual financial statements after the change from Canadian GAAP – Part V to U.S. GAAP and the notes to the issuer’s interim financial statements for interim periods during those two years: (i) explain the material differences between Canadian GAAP – Part V and U.S. GAAP that relate to recognition, measurement and presentation; (ii) quantify the effect of material differences between Canadian GAAP – Part V and U.S. GAAP that relate to recognition, measurement and presentation, including a tabular reconciliation between net income reported in the financial statements and net income computed in accordance with Canadian GAAP – Part V; and (iii) provide disclosure consistent with disclosure requirements of Canadian GAAP – Part V to the extent not already reflected in the financial statements; (b) financial information for any comparative periods that were previously reported in accordance with Canadian GAAP – Part V are presented: (i) as previously reported in accordance with Canadian GAAP – Part V; (ii) as restated and presented in accordance with U.S. GAAP; and (iii) supported by an accompanying note that: (A) explains the material differences between Canadian GAAP – Part V and U.S. GAAP that relate to recognition, measurement and presentation; and (B) quantifies the effect of material differences between Canadian GAAP – Part V and U.S. GAAP that relate to recognition, measurement and presentation, including a tabular reconciliation between net income as previously reported in the financial statements in accordance with Canadian GAAP – Part V and net income as restated and presented in accordance with U.S. GAAP; and 1342 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) if the SEC issuer has filed financial statements prepared in accordance with Canadian GAAP – Part V for one or more interim periods of the current year, those interim financial statements are restated in accordance with U.S.

GAAP and comply with paragraphs (a) and (b). (2) The comparative information specified in subparagraph (1)(b)(i) may be presented on the face of the balance sheet and statements of income and cash flow or in the note to the financial statements required by subparagraph (1)(b)(iii). 4.8 Acceptable Auditing Standards for SEC Issuers — Despite section 4.3, financial statements of an SEC issuer that are filed with or delivered to the securities regulatory authority or regulator, other than acquisition statements, and that are required by securities legislation to be audited, may be audited in accordance with U.S. PCAOB GAAS if the financial statements are accompanied by an auditor’s report prepared in accordance with U.S. PCAOB GAAS that: (a) expresses an unqualified opinion; (b) identifies all financial periods presented for which the auditor has issued an auditor’s report; (c) refers to the predecessor auditor’s reports on the comparative periods, if the issuer has changed its auditor and one or more of the comparative periods presented in the financial statements were audited by the predecessor auditor; and (d) identifies the accounting principles used to prepare the financial statements. 4.9 Acceptable Accounting Principles for Foreign Issuers — Despite subsection 4.2(1), financial statements of a foreign issuer that are filed with or delivered to a securities regulatory authority or regulator, other than acquisition statements, may be prepared in accordance with one of the following accounting principles: (a) U.S. GAAP, if the issuer is an SEC foreign issuer; (b) IFRS; (c) accounting principles that meet the disclosure requirements for foreign private issuers, as that term is defined for the purposes of the 1934 Act, if: (i) the issuer is an SEC foreign issuer; (ii) on the last day of the most recently completed financial year the total number of equity securities of the issuer beneficially owned by residents of Canada does not exceed 10%, on a fully‑diluted basis, of the total number of equity securities of the issuer; and (iii) the financial statements include any reconciliation to U.S. GAAP required by the SEC; (d) accounting principles that meet the foreign disclosure requirements of the designated foreign jurisdiction to which the issuer is subject, if the issuer is a designated foreign issuer; 1343 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (e) accounting principles that cover substantially the same core subject matter as Canadian GAAP – Part V, including recognition and measurement principles and disclosure requirements, if the notes to the financial statements: (i) explain the material differences between Canadian GAAP – Part V and the accounting principles used that relate to recognition, measurement and presentation; (ii) quantify the effect of material differences between Canadian GAAP – Part V and the accounting principles used that relate to recognition, measurement and presentation, including a tabular reconciliation between net income reported in the issuer’s financial statements and net income computed in accordance with Canadian GAAP – Part V; and (iii) provide disclosure consistent with Canadian GAAP – Part V requirements to the extent not already reflected in the financial statements. 4.10 Acceptable Auditing Standards for Foreign Issuers — Despite section 4.3, financial statements of a foreign issuer that are filed with or delivered to a securities regulatory authority or regulator, other than acquisition statements, that are required by securities legislation to be audited may, if the financial statements are accompanied by an auditor’s report prepared in accordance with the same auditing standards used to conduct the audit and the auditor’s report identifies the accounting principles used to prepare the financial statements, be audited in accordance with: (a) U.S. PCAOB GAAS, if the auditor’s report: (i) expresses an unqualified opinion; (ii) identifies all financial periods presented for which the auditor has issued an auditor’s report; and (iii) refers to the predecessor auditor’s reports on the comparative periods, if the issuer has changed its auditor and one or more of the comparative periods presented in the financial statements were audited by the predecessor auditor; (b) International Standards on Auditing, if the auditor’s report is accompanied by a statement by the auditor that: (i) describes any material differences in the form and content of the auditor’s report as compared to an auditor’s report prepared in accordance with Canadian GAAS; and (ii) indicates that an auditor’s report prepared in accordance with Canadian GAAS would express an unmodified opinion; or (c) auditing standards that meet the foreign disclosure requirements of the designated foreign jurisdiction to which the issuer is subject, if the issuer is a designated foreign issuer. 1344 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 4.11 Acceptable Accounting Principles for Acquisition Statements — (1) Acquisition statements must be prepared in accordance with one of the following accounting principles: (a) Canadian GAAP – Part V; (b) U.S. GAAP; (c) IFRS; (d) accounting principles that meet the disclosure requirements for foreign private issuers, as that term is defined for the purposes of the 1934 Act, if: (i) the issuer or the acquired business or business to be acquired is an SEC foreign issuer; (ii) on the last day of the most recently completed financial year the total number of equity securities of the SEC foreign issuer beneficially owned by residents of Canada does not exceed 10%, on a fully‑diluted basis, of the total number of equity securities of the SEC foreign issuer; and (iii) the financial statements include any reconciliation to U.S. GAAP required by the SEC; (e) accounting principles that meet the foreign disclosure requirements of the designated foreign jurisdiction to which the issuer or the acquired business or business to be acquired is subject, if the issuer or business is a designated foreign issuer; (f) accounting principles that cover substantially the same core subject matter as Canadian GAAP – Part V, including recognition and measurement principles and disclosure requirements. (2) Acquisition statements must be prepared in accordance with the same accounting principles for all periods presented. (3) The notes to the acquisition statements must identify the accounting principles used to prepare the acquisition statements. (4) If acquisition statements are prepared using accounting principles that are different from the issuer’s GAAP, the acquisition statements for the most recently completed financial year and interim period that are required to be filed must be reconciled to the issuer’s GAAP and the notes to the acquisition statements must: (a) explain the material differences between the issuer’s GAAP and the accounting principles used to prepare the acquisition statements that relate to recognition, measurement, and presentation; (b) quantify the effect of material differences between the issuer’s GAAP and the accounting principles used to prepare the acquisition statements that relate to recognition, measurement and presentation, including a tabular reconciliation between net income reported in the acquisition statements and net income computed in accordance with the issuer’s GAAP; and (c) provide disclosure consistent with the issuer’s GAAP to the extent not already reflected in the acquisition statements. 1345 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (5) Despite subsections (1) and (4), if the issuer is required to reconcile its financial statements to Canadian GAAP – Part V, the acquisition statements for the most recently completed financial year and interim period that are required to be filed must be: (a) prepared in accordance with Canadian GAAP – Part V; or (b) reconciled to Canadian GAAP – Part V and the notes to the acquisition statements must: (i) explain the material differences between Canadian GAAP – Part V and the accounting principles used to prepare the acquisition statements that relate to recognition, measurement, and presentation; (ii) quantify the effect of material differences between Canadian GAAP – Part V and the accounting principles used to prepare the acquisition statements that relate to recognition, measurement and presentation, including a tabular reconciliation between net income reported in the acquisition statements and net income computed in accordance with Canadian GAAP – Part V; and (iii) provide disclosure consistent with disclosure requirements of Canadian GAAP – Part V to the extent not already reflected in the acquisition statements. 4.12 Acceptable Auditing Standards for Acquisition Statements — (1) Acquisition statements that are required by securities legislation to be audited must be audited in accordance with one of the following auditing standards: (a) Canadian GAAS; (b) U.S. PCAOB GAAS; (c) U.S. AICPA GAAS, if the acquired business or business to be acquired is not an SEC issuer. (2) Despite subsection (1), acquisition statements filed by or included in a prospectus of a foreign issuer may be audited in accordance with: (a) International Standards on Auditing, if the auditor’s report is accompanied by a statement by the auditor that: (i) describes any material differences in the form and content of the auditor’s report as compared to an auditor’s report prepared in accordance with Canadian GAAS; and (ii) indicates that an auditor’s report prepared in accordance with Canadian GAAS would express an unmodified opinion; or (b) auditing standards that meet the foreign disclosure requirements of the designated foreign jurisdiction to which the issuer is subject, if the issuer is a designated foreign issuer. (3) Acquisition statements must be accompanied by an auditor’s report prepared in accordance with the same auditing standards used to conduct the audit and the auditor’s report must identify the accounting principles used to prepare the acquisition statements. 1346 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (4) If acquisition statements are audited in accordance with paragraph (1)(a), the auditor’s report must express an unmodified opinion. (5) If acquisition statements are audited in accordance with paragraph (1)(b) or (c), the auditor’s report must express an unqualified opinion. (6) Despite paragraph (2)(a) and subsections (4) and (5) an auditor’s report that accompanies acquisition statements may express a qualification of opinion relating to inventory if: (a) the issuer includes in the business acquisition report, prospectus or other document containing the acquisition statements, a balance sheet for the acquired business or business to be acquired that is for a date that is subsequent to the date to which the qualification relates; and (b) the balance sheet referred to in paragraph (a) is accompanied by an auditor’s report that does not express a qualification of opinion relating to closing inventory. 4.13 Financial Information for Acquisitions Accounted for by the Issuer Using the Equity Method — (1) If an issuer files, or includes in a prospectus, summarized financial information as to the assets, liabilities and results of operations of an acquired business or business to be acquired that is, or will be, an investment accounted for by the issuer using the equity method, the financial information must: (a) meet the requirements in section 4.11 if the term “acquisition statements” in that section is read as “summarized financial information”; and (b) disclose the reporting currency for the financial information, and disclose the measurement currency if it is different than the reporting currency. (2) If the financial information referred to in subsection (1) is for any completed financial year, the financial information must: (a) either: (i) meet the requirements in section 4.12 if the term “acquisition statements” in that section is read as “summarized financial information”; or (ii) be derived from financial statements that meet the requirements in section 4.12 if the term “acquisition statements” in that section is read as “financial statements from which is derived summarized financial information”; and (b) be audited, or derived from financial statements that are audited, by a person or company that is authorized to sign an auditor’s report under the laws of a jurisdiction of Canada or a foreign jurisdiction, and that meets the professional standards of that jurisdiction. 1347 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4.14 Acceptable Accounting Principles for Pro Forma Financial Statements — (1) Pro forma financial statements must be prepared in accordance with the issuer’s GAAP. (2) Despite subsection (1), if an issuer’s financial statements have been reconciled to Canadian GAAP – Part V under subsection 4.7(1) or paragraph 4.9(e), the issuer’s pro forma financial statements must be prepared in accordance with, or reconciled to, Canadian GAAP – Part V. (3) Despite subsection (1), if an issuer’s financial statements have been prepared in accordance with the accounting principles referred to in paragraph 4.9(c) and those financial statements are reconciled to U.S. GAAP, the pro forma financial statements may be prepared in accordance with, or reconciled to, U.S. GAAP. 4.15 Acceptable Accounting Principles for Foreign Registrants — (1) Despite subsection 4.2(2), and subject to subsection (2), financial statements delivered by a foreign registrant may be prepared in accordance with one of the following accounting principles: (a) U.S. GAAP; (b) IFRS; (c) accounting principles that meet the disclosure requirements of a foreign regulatory authority to which the registrant is subject, if it is a foreign registrant incorporated or organized under the laws of that designated foreign jurisdiction; (d) accounting principles that cover substantially the same core subject matter as Canadian GAAP – Part V, including recognition and measurement principles and disclosure requirements, if the notes to the financial statements, interim balance sheets, or interim income statements: (i) explain the material differences between Canadian GAAP – Part V and the accounting principles used that relate to recognition, measurement and presentation; (ii) quantify the effect of material differences between Canadian GAAP – Part V and the accounting principles used that relate to recognition, measurement, and presentation; and (iii) provide disclosure consistent with disclosure requirements of Canadian GAAP – Part V to the extent not already reflected in the financial statements, interim balance sheets or interim income statements. (2) Financial statements, interim balance sheets, and interim income statements delivered by a foreign registrant prepared in accordance with accounting principles specified in paragraph (1)(a), (b) or (d) must be prepared on a non‑consolidated basis. 1348 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 4.16 Acceptable Auditing Standards for Foreign Registrants — Despite section 4.3, financial statements delivered by a foreign registrant that are required by securities legislation to be audited may, if the financial statements are accompanied by an auditor’s report prepared in accordance with the same auditing standards used to conduct the audit and the auditor’s report identifies the accounting principles used to prepare the financial statements, be audited in accordance with: (a) U.S. PCAOB GAAS or U.S. AICPA GAAS if the auditor’s report expresses an unqualified opinion; (b) International Standards on Auditing, if the auditor’s report is accompanied by a statement by the auditor that: (i) describes any material differences in the form and content of the auditor’s report as compared to an auditor’s report prepared in accordance with Canadian GAAS; and (ii) indicates that an auditor’s report prepared in accordance with Canadian GAAS would express an unmodified opinion; or (c) auditing standards that meet the foreign disclosure requirements of the designated foreign jurisdiction to which the registrant is subject, if it is a foreign registrant incorporated or organized under the laws of that designated foreign jurisdiction. PART 5: EXEMPTIONS 5.1 Exemptions — (1) The regulator or 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. (2) Despite subsection (1), in Ontario, only the regulator may grant an exemption. (3) Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14‑101 Definitions opposite the name of the local jurisdiction. 5.2 Certain Exemptions Evidenced by Receipt — (1) Subject to subsections (2) and (3), without limiting the manner in which an exemption may be evidenced, an exemption from this Instrument as it pertains to financial statements or auditor’s reports included in a prospectus, may be evidenced by the issuance of a receipt for the prospectus or an amendment to the prospectus. (2) A person or company must not rely on a receipt as evidence of an exemption unless the person or company: (a) sent to the regulator or securities regulatory authority, on or before the date the preliminary prospectus or the amendment to the preliminary prospectus or prospectus was filed, a letter or memorandum describing the matters relating to the exemption application, and indicating why consideration should be given to the granting of the exemption; or (b) sent to the regulator or securities regulatory authority the letter or memorandum referred to in paragraph (a) after the date of the preliminary prospectus or the amendment to the preliminary prospectus or prospectus has been filed and receives a written acknowledgement from the securities regulatory authority or regulator that issuance of the receipt is evidence that the exemption is granted. 1349 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) A person or company must not rely on a receipt as evidence of an exemption if the regulator or securities regulatory authority has before, or concurrently with, the issuance of the receipt for the prospectus, sent notice to the person or company that the issuance of a receipt does not evidence the granting of the exemption. (4) For the purpose of this section, a reference to a prospectus does not include a preliminary prospectus. 5.3 Financial Years ending between December 21 and 31, 2010 — Despite subsections 3.1(2) and 4.1(2), Part 3 may be applied by an issuer or registrant to all financial statements, financial information, operating statements and pro forma financial statements for periods relating to a financial year that begins before January 1, 2011 if the immediately preceding financial year ends no earlier than December 21, 2010. 5.4 Rate‑Regulated Activities — (1) Despite subsections 3.1(2) and 4.1(2): (a) Part 3 may be applied by a qualifying entity to all financial statements, financial information, operating statements and pro forma financial statements as if the expression “January 1, 2011” in subsection 3.1(2) were read as “January 1, 2012”; and (b) if the qualifying entity relies on paragraph (a) in respect of a period, Part 4 must be applied as if the expression “January 1, 2011” in subsection 4.1(2) were read as “January 1, 2012”. (2) For the purposes of subsection (1), a “qualifying entity” means a person or company that: (a) has activities subject to rate regulation, as defined in Part V of the Handbook; and (b) is permitted under Canadian GAAP to apply Part V of the Handbook. PART 6: REPEAL, TRANSITION AND EFFECTIVE DATE 6.1 Repeal — National Instrument 52‑107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, which came into force on March 30, 2004, is repealed. 6.2 Effective Date — This Instrument comes into force on January 1, 2011. 6.3 Existing Exemptions — A person or company that has obtained an exemption from National Instrument 52‑107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, in whole or in part, is exempt from any substantially similar provision of this Instrument to the same extent and on the same conditions, if any, as contained in the exemption, unless the regulator or securities regulatory authority has revoked that exemption. 8 Jly 2011 SR 41/2011 s18; 17 May 2013 SR 32/2013 s9; 27 Feb 2015 SR 9/2015 s17; 8 May 2015 SR 43/2015 s7; 29 Apr 2016 SR 34/2016 s4. 1350 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 1351 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XXXVIII [clause 2(ll)] NATIONAL INSTRUMENT 71‑102 CONTINUOUS DISCLOSURE AND OTHER EXEMPTIONS RELATING TO FOREIGN ISSUERS PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions and Interpretation – In this Instrument: “AIF” means a completed Form 51‑102F2 Annual Information Form or, in the case of an SEC foreign issuer, a completed Form 51‑102F2 or an annual report or transition report under the 1934 Act on Form 10‑K, or Form 20‑F; “business acquisition report” means a completed Form 51‑102F4 Business Acquisition Report; “class” includes a series of a class; “convertible security” means a security of an issuer that is convertible into, or carries the right of the holder to acquire, or of the issuer to cause the acquisition of, a security of the same issuer; “designated foreign issuer” means a foreign reporting issuer: (a) that does not have a class of securities registered under section 12 of the 1934 Act and is not required to file reports under section 15(d) of the 1934 Act; (b) that is subject to foreign disclosure requirements in a designated foreign jurisdiction; and (c) for which the total number of equity securities owned, directly or indirectly, by residents of Canada does not exceed 10 per cent, on a fully‑diluted basis, of the total number of equity securities of the issuer, calculated in accordance with sections 1.2 and 1.3; “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; “exchangeable security” means a security of an issuer that is exchangeable for, or carries the right of the holder to acquire, or of the issuer to cause the acquisition of, a security of another issuer; “exchange‑traded security” means a security that is listed on a recognized exchange or is quoted on a recognized quotation and trade reporting system or is listed on an exchange or quoted on a quotation and trade reporting system that is recognized for the purposes of National Instrument 21‑101 Marketplace Operation and National Instrument 23‑101 Trading Rules; “executive officer” means, for a reporting issuer, an individual who is: (a) a chair, vice‑chair or president; 1352 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) a vice‑president in charge of a principal business unit, division or function including sales, finance or production; or (c) performing a policy‑making function in respect of the issuer; “financial statements” has the same meaning as in section 1.1 of National Instrument 51‑102 Continuous Disclosure Obligations; “foreign disclosure requirements” means the requirements to which a foreign reporting issuer is subject concerning the disclosure made to the public, to securityholders of the issuer or to a foreign regulatory authority: (a) relating to the foreign reporting issuer and the trading in its securities; and (b) that is made publicly available in the foreign jurisdiction under: (i) the securities laws of the foreign jurisdiction in which the principal trading market of the foreign reporting issuer is located; or (ii) the rules of the marketplace that is the principal trading market of the foreign reporting issuer; “foreign regulatory authority” means a securities commission, exchange or other securities market regulatory authority in a designated foreign jurisdiction; “foreign reporting issuer” means a reporting issuer, other than an investment fund, that is incorporated or organized under the laws of a foreign jurisdiction, unless: (a) outstanding voting securities carrying more than 50 per cent of the votes for the election of directors are owned, directly or indirectly, by residents of Canada; and (b) any one or more of the following is true: (i) the majority of the executive officers or directors of the issuer are residents of Canada; (ii) more than 50 per cent of the consolidated assets of the issuer are located in Canada; or (iii) the business of the issuer is administered principally in Canada; “inter‑dealer bond broker” means a person or company that is approved by the Investment Industry Regulatory Organization of Canada under its Rule 36 Inter‑Dealer Bond Brokerage Systems, as amended, and is subject to its Rule 36 and its Rule 2100 Inter‑Dealer Bond Brokerage Systems, as amended; “interim period” means: (a) in the case of a year other than a non‑standard year or a transition year, a period commencing on the first day of the financial year and ending nine, six or three months before the end of the financial year; (a.1) in the case of a non‑standard year, a period commencing on the first day of the financial year and ending within 22 days of the date that is nine, six or three months before the end of the financial year; or 1353 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) in the case of a transition year, a period commencing on the first day of the transition year and ending: (i) three, six, nine or twelve months, if applicable, after the end of the old financial year; or (ii) twelve, nine, six or three months, if applicable, before the end of the transition year; “marketplace” has the same meaning as in National Instrument 21‑101 Marketplace Operation; “MD&A” means a completed Form 51‑102F1 Management’s Discussion & Analysis or, in the case of an SEC foreign issuer, a completed Form 51‑102F1 or management’s discussion and analysis prepared in accordance with Item 303 of Regulation S‑K under the 1934 Act; “multiple convertible security” means a security of an issuer that is convertible into, or exchangeable for, or carries the right of the holder to acquire, or of the issuer to cause the acquisition of, a convertible security, an exchangeable security or another multiple convertible security; “Nasdaq” means Nasdaq National Market and Nasdaq SmallCap Market; “NI 52‑107” means National Instrument 52‑107 Acceptable Accounting Principles and Auditing Standards; “non‑standard year” means a financial year, other than a transition year, that does not have 365 days, or 366 days if it includes February 29; “old financial year” means the financial year of a reporting issuer that immediately precedes its transition year; “principal trading market” means the published market on which the largest trading volume in the equity securities of the issuer occurred during the issuer’s most recent financial year that ended before the date the determination is being made; “published market” means, for a class of securities, a marketplace on which the securities have traded that discloses regularly in a publication of general and regular paid circulation or in a form that is broadly distributed by electronic means the prices at which those securities have traded; “recognized exchange” means: (a) in Ontario, an exchange recognized by the securities regulatory authority to carry on business as a stock exchange; (a.1) in Québec, a person or company authorized by the securities regulatory authority to carry on business as an exchange; and (b) in every other jurisdiction, an exchange recognized by the securities regulatory authority as an exchange, self‑regulatory organization or self‑regulatory body; 1354 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “recognized quotation and trade reporting system” means: (a) in every jurisdiction other than British Columbia, a quotation and trade reporting system recognized by the securities regulatory authority under securities legislation to carry on business as a quotation and trade reporting system; and (b) in British Columbia, a quotation and trade reporting system recognized by the securities regulatory authority under securities legislation as a quotation and trade reporting system or as an exchange; “SEC foreign issuer” means a foreign reporting issuer that: (a) has a class of securities registered under section 12 of the 1934 Act or is required to file reports under section 15(d) of the 1934 Act; and (b) is not registered or required to be registered as an investment company under the Investment Company Act of 1940 of the United States of America, as amended; “transition year” means the financial year of a reporting issuer in which the issuer changes its financial year‑end; “TSX” means the Toronto Stock Exchange; “underlying security” means a security issued or transferred, or to be issued or transferred, in accordance with the terms of a convertible security, an exchangeable security or a multiple convertible security; “U.S. market” means an exchange in the United States of America or Nasdaq; and “U.S. market requirements” means the requirements of the U.S. market on which the reporting issuer’s securities are listed or quoted. 1.2 Determination of Canadian Shareholders (1) For the purposes of section 4.14 and paragraph (c) of the definition of “designated foreign issuer”, a reference to equity securities owned, directly or indirectly, by residents of Canada, includes: (a) the underlying securities that are equity securities of the foreign reporting issuer; and (b) the equity securities of the foreign reporting issuer represented by an American depositary receipt or an American depositary share issued by a depositary holding equity securities of the foreign reporting issuer. (2) For the purposes of paragraph (a) of the definition of “foreign reporting issuer”, securities represented by American depositary receipts or American depositary shares issued by a depositary holding voting securities of the foreign reporting issuer must be included as outstanding in determining both the number of votes attached to securities owned, directly or indirectly, by residents of Canada and the number of votes attached to all of the issuer’s outstanding voting securities. 1355 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 1.3 Timing for Calculation of Designated Foreign Issuer and Foreign Reporting Issuer For the purposes of paragraph (c) of the definition of “designated foreign issuer”, paragraph (a) of the definition of “foreign reporting issuer” and section 4.14, the calculation is made: (a) if the issuer has not completed a financial year since becoming a reporting issuer, at the date that the issuer became a reporting issuer; and (b) or all other issuers: (i) for the purpose of financial statement and MD&A filings under this Instrument, on the first day of the most recent financial year or year‑to‑date interim period for which financial performance is presented in the financial statements or MD&A; and (ii) for the purpose of other continuous disclosure filing obligations under this Instrument, on the first day of the issuer’s current financial year. PART 2 LANGUAGE OF DOCUMENTS 2.1 French or English (1) A person or company must file a document required to be filed under this Instrument in either French or English. (2) Notwithstanding subsection (1), if a person or company files a document only in French or only in English but delivers to securityholders of an issuer a version of the document in the other language, the person or company must file that other version not later than when it is first delivered to securityholders. (3) In Québec, a reporting issuer must comply with linguistic obligations and rights prescribed by Québec law. 2.2 Filings Prepared in a Language other than French or English (1) If a person or company files a document that is required to be filed under this Instrument that is a translation of a document prepared in a language other than French or English, the person or company must file the document upon which the translation was based. (2) A foreign reporting issuer filing a document upon which the translation was based under subsection (1) must attach to the document a certificate as to the accuracy of the translation. PART 3 FILING AND SENDING OF DOCUMENTS 3.1 Timing of Filing of Documents A person or company filing a document under this Instrument must file the document at the same time as, or as soon as practicable after, the filing or furnishing of the document to the SEC or to a foreign regulatory authority. 1356 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3.2 Sending of Documents to Canadian Securityholders If a person or company sends a document to holders of securities of any class under U.S. federal securities law, or the laws or requirements of a designated foreign jurisdiction, and that document is required to be filed under this Instrument, then the document must be sent in the same manner and at the same time, or as soon as practicable after, to holders of securities of that class in the local jurisdiction. PART 4 SEC FOREIGN ISSUERS 4.1 Amendments and Supplements Any amendments or supplements to disclosure documents filed by an SEC foreign issuer under this Instrument must also be filed. 4.2 Material Change Reporting An SEC foreign issuer satisfies securities legislation requirements relating to disclosure of material changes if the issuer: (a) complies with the U.S. market requirements for making public disclosure of material information on a timely basis; (b) complies with foreign disclosure requirements for making public disclosure of material information on a timely basis, if securities of the issuer are not listed or quoted on a U.S. market; (c) promptly files each news release issued by it for the purpose of complying with the requirements referred to in paragraph (a) or (b); (d) complies with the requirements of U.S. federal securities law for filing or furnishing current reports to the SEC; and (e) files the current reports filed with or furnished to the SEC. 4.3 Financial Statements An SEC foreign issuer satisfies securities legislation requirements relating to the preparation, approval, filing and delivery of financial statements and auditor’s reports on annual financial statements if it: (a) complies with the requirements of U.S. federal securities law relating to financial statements and auditor’s reports on annual financial statements; (b) complies with the U.S. market requirements relating to financial statements, if securities of the issuer are listed or quoted on a U.S. market; (c) files the financial statements and auditor’s reports on annual financial statements required to be filed with or furnished to the SEC or a U.S. market; (d) complies with section 3.2 of this Instrument; (e) complies with NI 52‑107 as it relates to financial statements of the issuer that are included in any documents specified in paragraph (c); and (f) complies with NI 52‑108 Auditor Oversight. 1357 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4.4 AIFs and MD&A An SEC foreign issuer satisfies securities legislation requirements relating to the preparation, approval, filing and delivery of AIFs and MD&A if it: (a) complies with the requirements of U.S. federal securities law relating to annual reports, quarterly reports, current reports and management’s discussion and analysis; (b) files each annual report, quarterly report, current report and management’s discussion and analysis filed with or furnished to the SEC; (c) complies with section 3.2 of this Instrument; and (d) complies with NI 52‑107 as it relates to financial statements of the issuer that are included in any documents specified in paragraph (b). 4.5 Business Acquisition Reports An SEC foreign issuer satisfies securities legislation requirements relating to the preparation and filing of business acquisition reports if it: (a) complies with the requirements of U.S. federal securities law relating to business acquisition reports; (b) files each business acquisition report filed with or furnished to the SEC; (c) complies with section 3.2 of this Instrument; and (d) complies with NI 52‑107 as it relates to financial statements that are included in any documents specified in paragraph (b). 4.6 Proxies and Proxy Solicitation by the Issuer and Information Circulars An SEC foreign issuer satisfies securities legislation requirements relating to information circulars, proxies and proxy solicitation if it: (a) complies with the requirements of U.S. federal securities law relating to proxy statements, proxies and proxy solicitation; (b) files all material relating to a meeting of securityholders that is filed with or furnished to the SEC; (c) sends each document filed under paragraph (b) to securityholders in the local jurisdiction in the manner and at the time required by U.S. federal securities laws and U.S. market requirements; and (d) complies with NI 52‑107 as it relates to financial statements of the issuer that are included in any documents specified in paragraph (b). 4.7 Proxy Solicitation by Another Person or Company (1) A person or company, other than the SEC foreign issuer, satisfies securities legislation requirements relating to information circulars, proxies and proxy solicitation with respect to an SEC foreign issuer if the person or company complies with the requirements of subsection 4.6. 1358 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) If a proxy solicitation is made with respect to an SEC foreign issuer by a person or company other than the SEC foreign issuer and the person or company soliciting proxies lacks access to the relevant list of securityholders of the SEC foreign issuer, subsection (1) is not available, if: (a) the aggregate published trading volume of the class on the TSX, Cboe Canada Inc., the canadian Securities Exchange and the TSX Venture Exchange exceeded the aggregate published trading volume of the class on all U.S. markets: (i) for the 12 calendar month period before commencement of the proxy solicitation, if there is no other proxy solicitation for securities of the same class in progress; or (ii) for the 12 calendar month period before commencement of the first proxy solicitation, if another proxy solicitation for securities of the same class is already in progress; (b) the information disclosed by the SEC foreign issuer in its most recent Form 10‑K or Form 20‑F filed with the SEC under the 1934 Act demonstrated that paragraph (a) of the definition of “foreign reporting issuer” applied to the SEC foreign issuer; or (c) the person or company soliciting proxies reasonably believes that paragraph (a) of the definition of “foreign reporting issuer” applies to the SEC foreign issuer. 4.8 Disclosure of Voting Results An SEC foreign issuer satisfies securities legislation requirements relating to disclosure of securityholder voting results if the issuer: (a) complies with the requirements of U.S. federal securities law relating to disclosure of securityholder voting results; and (b) files a copy of all disclosure of securityholder voting results filed with or furnished to the SEC. 4.9 Filing of Certain News Releases An SEC foreign issuer satisfies securities legislation requirements relating to the filing of news releases that disclose information regarding its financial performance or financial condition if the issuer: (a) complies with the requirements of U.S. federal securities laws relating to the filing of news releases disclosing financial information; and (b) files a copy of each news release disclosing financial information that is filed with or furnished to the SEC. 4.10 Filing of Certain Documents Securities legislation requirements relating to the filing of documents affecting the rights of securityholders and the filing of material contracts do not apply to an SEC foreign issuer. 1359 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4.11 Early Warning A person or company satisfies the early warning requirements and acquisition announcement provisions of securities legislation in respect of securities of an SEC foreign issuer that has a class of securities registered under section 12 of the 1934 Act if the person or company: (a) complies with the requirements of U.S. federal securities law relating to the reporting of beneficial ownership of equity securities of the SEC foreign issuer; and (b) files each report of beneficial ownership that is filed with or furnished to the SEC. 4.12 Insider Reporting The insider reporting requirement does not apply to an insider of an SEC foreign issuer that has a class of securities registered under section 12 of the 1934 Act if the insider complies with the requirements of U.S. federal securities law relating to insider reporting. 4.13 Communication with Beneficial Owners of Securities An SEC foreign issuer that has a class of securities registered under section 12 of the 1934 Act satisfies securities legislation requirements relating to communications with, delivery of materials to and conferring voting rights upon non‑registered holders of its securities who hold their interests in the securities through one or more intermediaries if the issuer: (a) complies with the requirements of Rule 14a‑13 under the 1934 Act for any depositary and any intermediary whose last address as shown on the books of the issuer is in Canada; and (b) complies with the requirements of National Instrument 54‑101 Communication with Beneficial Owners of Securities of a Reporting Issuer with respect to fees payable to intermediaries, for any depositary and any intermediary whose last address as shown on the books of the issuer is in Canada. 4.14 Business Combinations and Related Party Transactions Securities legislation requirements relating to business combinations and related party transactions in Multilateral Instrument 61‑101 Protection of Minority Security Holders in Special Transactions do not apply to an SEC foreign issuer carrying out a business combination or related party transaction if the total number of equity securities of the SEC foreign issuer owned, directly or indirectly, by residents of Canada, does not exceed 20 per cent, on a diluted basis, of the total number of equity securities of the SEC foreign issuer. 4.15 Change of Auditor An SEC foreign issuer satisfies securities legislation requirements relating to a change of auditor if the issuer: (a) complies with the requirements of U.S. federal securities laws relating to a change of auditor; and (b) files a copy of all materials relating to a change of auditor that are filed with or furnished to the SEC. 1360 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 4.16 Restricted Securities (1) Securities legislation continuous disclosure requirements relating to restricted securities do not apply in respect of SEC foreign issuers. (2) Securities legislation minority approval requirements relating to restricted securities do not apply in respect of SEC foreign issuers. PART 5 DESIGNATED FOREIGN ISSUERS 5.1 Amendments and Supplements Any amendments or supplements to disclosure documents filed by a designated foreign issuer under this Instrument must also be filed. 5.2 Mandatory Annual Disclosure by Designated Foreign Issuer To rely on this Part, a designated foreign issuer must, at least once a year, disclose in, or as an appendix to, a document that it is required by foreign disclosure requirements to send to its securityholders and that it sends to its securityholders in Canada: (a) that it is a designated foreign issuer as defined in this Instrument; (b) that it is subject to the foreign regulatory requirements of a foreign regulatory authority; and (c) the name of the foreign regulatory authority referred to in paragraph (b). 5.3 Material Change Reporting A designated foreign issuer satisfies securities legislation requirements relating to disclosure of material changes if the issuer: (a) complies with foreign disclosure requirements for making public disclosure of material information on a timely basis; (b) promptly files each news release issued by it for the purpose of complying with the requirements referred to in paragraph (a); and (c) files the documents disclosing the material information filed with or furnished to the foreign regulatory authority or disseminated to the public or securityholders of the issuer. 5.4 Financial Statements A designated foreign issuer satisfies securities legislation requirements relating to the preparation, approval, filing and delivery of financial statements and auditor’s reports on annual financial statements if it: (a) complies with the foreign disclosure requirements relating to financial statements and auditor’s reports on annual financial statements; (b) files the financial statements and auditor’s reports on annual financial statements required to be filed with or furnished to the foreign regulatory authority; (c) complies with section 3.2 of this Instrument; (d) complies with NI 52‑107 as it relates to financial statements of the issuer that are included in any documents specified in paragraph (b); and (e) complies with NI 52‑108 Auditor Oversight. 1361 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 5.5 AIFs & MD&A A designated foreign issuer satisfies securities legislation requirements relating to the preparation, approval, filing and delivery of AIFs and MD&A if it: (a) complies with the foreign disclosure requirements relating to annual reports, quarterly reports and management’s discussion and analysis; (b) files each annual report, quarterly report and management’s discussion and analysis required to be filed with or furnished to the foreign regulatory authority; (c) complies with section 3.2 of this Instrument; and (d) complies with NI 52‑107 as it relates to financial statements of the issuer that are included in any documents specified in paragraph (b). 5.6 Business Acquisition Reports A designated foreign issuer satisfies securities legislation requirements relating to the preparation and filing of business acquisition reports if it: (a) complies with the foreign disclosure requirements relating to business acquisitions; (b) files each report in respect of a business acquisition required to be filed with or furnished to the foreign regulatory authority; (c) complies with section 3.2 of this Instrument; and (d) complies with NI 52‑107 as it relates to financial statements that are included in any documents specified in paragraph (b). 5.7 Proxies and Proxy Solicitation by the Issuer and Information Circulars A designated foreign issuer satisfies securities legislation requirements relating to information circulars, proxies and proxy solicitation if it: (a) complies with the foreign disclosure requirements relating to proxy statements, proxies and proxy solicitation; (b) files all material relating to a meeting of securityholders that is filed with or furnished to the foreign regulatory authority; (c) complies with section 3.2 of this Instrument; and (d) complies with NI 52‑107 as it relates to financial statements of the issuer that are included in any documents specified in paragraph (b).

5.8 Proxy Solicitation by Another Person or Company (1) A person or company, other than the designated foreign issuer, satisfies securities legislation requirements relating to information circulars, proxies and proxy solicitation with respect to a designated foreign issuer if the person or company satisfies the requirements of section 5.7. 1362 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) If a proxy solicitation is made with respect to a designated foreign issuer by a person or company other than the designated foreign issuer and the person or company soliciting proxies lacks access to the relevant list of securityholders of the designated foreign issuer, subsection (1) is not available, if: (a) the aggregate published trading volume of the class on the TSX, Cboe Canada Inc., the canadian Securities Exchange and the TSX Venture Exchange exceeded the aggregate trading volume on securities marketplaces outside Canada: (i) for the 12 calendar months before commencement of the proxy solicitation, if there is no other proxy solicitation for securities of the same class in progress; or (ii) for the 12 calendar month period before the commencement of the first proxy solicitation, if another proxy solicitation for securities of the same class is already in progress; (b) the information disclosed by the designated foreign issuer in a document filed within the previous 12 months with a foreign regulatory authority, demonstrated that paragraph (a) of the definition of “foreign reporting issuer” applied to the designated foreign issuer; or (c) the person or company soliciting proxies reasonably believes that paragraph (a) of the definition of “foreign reporting issuer” applies to the designated foreign issuer. 5.9 Disclosure of Voting Results A designated foreign issuer satisfies securities legislation requirements relating to disclosure of securityholder voting results if the issuer: (a) complies with the foreign disclosure requirements relating to disclosure of securityholder voting results; and (b) files each report disclosing securityholder voting results that is filed with or furnished to a foreign regulatory authority. 5.10 Filing of Certain News Releases A designated foreign issuer satisfies securities legislation requirements relating to the filing of news releases that disclose information regarding its financial performance or financial condition if the issuer: (a) complies with the foreign disclosure requirements relating to the filing of news releases disclosing financial information; and (b) files a copy of each news release disclosing financial information that is filed with or furnished to a foreign regulatory authority. 5.11 Filing of Certain Documents Securities legislation requirements relating to the filing of documents affecting the rights of securityholders and the filing of material contracts do not apply to a designated foreign issuer. 1363 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 5.12 Early Warning A person or company satisfies the early warning requirements and acquisition announcement provisions of securities legislation in respect of securities of a designated foreign issuer if the person or company: (a) complies with the foreign disclosure requirements relating to reporting of beneficial ownership of equity securities of the designated foreign issuer; and (b) files each report of beneficial ownership that is filed with or furnished to the foreign regulatory authority. 5.13 Insider Reporting The insider reporting requirement does not apply to an insider of a designated foreign issuer if the insider complies with foreign disclosure requirements relating to insider reporting. 5.14 Communication with Beneficial Owners of Securities A designated foreign issuer satisfies securities legislation requirements relating to communications with, delivery of materials to and conferring voting rights upon non‑registered holders of its securities who hold their interests in the securities through one or more intermediaries if the issuer: (a) complies with foreign disclosure requirements relating to communication with beneficial owners of securities; and (b) complies with the requirements of National Instrument 54‑101 Communication with Beneficial Owners of Securities of a Reporting Issuer with respect to fees payable to intermediaries, for any depositary and any intermediary whose last address as shown on the books of the issuer is in Canada. 5.15 Business Combinations and Related Party Transactions Securities legislation requirements relating to business combinations and related party transactions in Multilateral Instrument 61‑101 Protection of Minority Security Holders in Special Transactions do not apply to a designated foreign issuer carrying out a business combination or related party transaction. 5.16 Change in Year‑End A designated foreign issuer satisfies securities legislation requirements relating to a change in year‑end if the issuer: (a) complies with foreign disclosure requirements relating to a change in year‑end; and (b) files a copy of all filings made under foreign disclosure requirements relating to the change in year‑end. 5.17 Change of Auditor A designated foreign issuer satisfies securities legislation requirements relating to a change of auditor if the issuer: (a) complies with foreign disclosure requirements relating to a change of auditor; and (b) files a copy of all filings made under foreign disclosure requirements relating to the change of auditor. 1364 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 5.18 Restricted Securities (1) Securities legislation continuous disclosure requirements relating to restricted securities do not apply in respect of designated foreign issuers. (2) Securities legislation minority approval requirements relating to restricted securities do not apply in respect of designated foreign issuers. PART 6 Repealed. 8 Jly 2011 SR 41/2011 s19. PART 7 EFFECTIVE DATE 7.1 Effective Date This Instrument comes into force on March 30, 2004. 16 Apr 2004 SR 14/2004 s12; 10 Jne 2005 SR49/2005 s10; 5 Jan 2007 SR 115/2006 s6; 11 Jan 2008 SR 128/2007 s7; 8 Jly 2011 SR 41/2011 s19; 15 Aug 2014 SR 71/2014 s6; 27 Feb 2015 SR 9/2015 s17; 4 Dec 2015 SR 104/2015 s9; 22 Aug 2025 SR 67/2025 9. PART XXXIX [clause 2(mm)] NATIONAL INSTRUMENT 31‑101 NATIONAL REGISTRATION SYSTEM Repealed. 2 Oct 2009 SR 81/2009 s11. 1365 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XL [clause 2(nn)] NATIONAL INSTRUMENT 81‑106 INVESTMENT FUND CONTINUOUS DISCLOSURE PART I DEFINITIONS AND APPLICATIONS 1.1 Definitions ‑ In this Instrument: “annual management report of fund performance” means a document prepared in accordance with Part B of Form 81‑106F1; “current value” means, for an asset held by, or a liability of, an investment fund, the value calculated in accordance with Canadian GAAP; “designated rating” has the same meaning as in National Instrument 81‑102 Investment Funds; “designated website” means, in relation to an investment fund, a website designated by the fund under section 16.1.2; “education savings plan” means an agreement between one or more persons and another person or organization, in which the other person or organization agrees to pay or cause to be paid, to or for one or more beneficiaries designated in connection with the agreement, scholarship awards; “EVCC” means an employee venture capital corporation that does not have a restricted constitution, and is registered under Part 2 of the Employee Investment Act (British Columbia), R.S.B.C. 1996 c. 112, and whose business objective is making multiple investments; “financial statements” includes interim financial reports; “information circular” means a document prepared in accordance with Form 51‑102F5 Information Circular; “independent review committee” means the independent review committee of the investment fund established under National Instrument 81‑107 Independent Review Committee for Investment Funds; “independent valuation” means a valuation of the assets and liabilities, or of the venture investments, of a labour sponsored or venture capital fund that contains the opinion of an independent valuator as to the current value of the assets and liabilities, or of the venture investments, and that is prepared in accordance with Part 8; “independent valuator” means a valuator that is independent of the labour sponsored or venture capital fund and that has appropriate qualifications; “interim management report of fund performance” means a document prepared in accordance with Part C of Form 81‑106F1; “interim period” means, in relation to an investment fund: (a) a period of at least three months that ends six months before the end of a financial year of the investment fund; or (b) in the case of a transition year of the investment fund, a period commencing on the first day of the transition year and ending six months after the end of its old financial year; 1366 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “intermediary” has the same meaning as in section 1.1 of National Instrument 54‑101 Communication with Beneficial Owners of Securities of a Reporting Issuer; “investment fund” means a mutual fund or a non‑redeemable investment fund, and, for greater certainty in British Columbia, includes an EVCC and a VCC; “labour sponsored or venture capital fund” means an investment fund that is: (a) a labour sponsored investment fund corporation or a labour sponsored venture capital corporation under provincial legislation; (b) a registered or prescribed labour sponsored venture capital corporation as defined in the ITA; (c) an EVCC; or (d) a VCC; “management expense ratio” means the ratio, expressed as a percentage, of the expenses of an investment fund to its average net asset value, calculated in accordance with Part 15; “management fees” means the total fees paid or payable by an investment fund to its manager or one or more portfolio advisers or sub‑advisers, including incentive or performance fees, but excluding operating expenses of the investment fund; “management report of fund performance” means an annual management report of fund performance or an interim management report of fund performance; “material change” means, in relation to an investment fund: (a) a change in the business, operations or affairs of the investment fund that would be considered important by a reasonable investor in determining whether to purchase or continue to hold securities of the investment fund; or (b) a decision to implement a change referred to in paragraph (a) made: (i) by the board of directors of the investment fund or the board of directors of the manager of the investment fund or other persons acting in a similar capacity; (ii) by senior management of the investment fund who believe that confirmation of the decision by the board of directors or such other persons acting in a similar capacity is probable; or (iii) by senior management of the manager of the investment fund who believe that confirmation of the decision by the board of directors of the manager or such other persons acting in a similar capacity is probable; “material contract” means, for an investment fund, a document that the investment fund would be required to list in a simplified prospectus under Item 4.17 of Part A of Form 81‑101F1 if the investment fund filed a simplified prospectus under National Instrument 81‑101 Mutual Fund Prospectus Disclosure; “meeting” means, except in sections 10.2, 10.3 and 16.3, a meeting of securityholders of an investment fund; 1367 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “mutual fund in the jurisdiction” means an incorporated or unincorporated mutual fund that is a reporting issuer in, or that is organized under the laws of, the local jurisdiction, but does not include a private mutual fund; “National Instrument 51‑102” means National Instrument 51‑102 Continuous Disclosure Obligations; “National Instrument 81‑107” means National Instrument 81‑107 Independent Review Committee for Investment Funds; “net asset value” means the value of the total assets of the investment fund less the value of the total liabilities, other than net assets attributable to securityholders, of the investment fund, as at a specific date, determined in accordance with Part 14; “NOBO” has the same meaning as in section 1.1 of National Instrument 54‑101 Communication with Beneficial Owners of Securities of a Reporting Issuer; “non‑redeemable investment fund” means an issuer: (a) whose primary purpose is to invest money provided by its securityholders; (b) that does not invest: (i) for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non‑redeemable investment fund; or (ii) for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non‑redeemable investment fund; and (c) that is not a mutual fund; “notice‑and‑access” means the delivery procedures referred to in section 12.2.1; “notification of meeting and record dates” has the same meaning as in section 1.1 of National Instrument 54‑101 Communication with Beneficial Owners of Securities of a Reporting Issuer; “proximate intermediary” has the same meaning as in section 1.1 of National Instrument 54‑101 Communication with Beneficial Owners of Securities of a Reporting Issuer; “proxy‑related materials” means securityholder materials relating to a meeting that a person or company that solicits proxies is required under corporate law or securities legislation to send to a registered holder or beneficial owner of the securities of an investment fund; “publicly accountable enterprise” means a publicly accountable enterprise as defined in the Handbook; “quarterly portfolio disclosure” means the disclosure prepared in accordance with Part 6; “scholarship award” means any amount, other than a refund of contributions, that is paid or payable directly or indirectly to further the education of a beneficiary designated under an education savings plan; 1368 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “scholarship plan” means an arrangement under which contributions to education savings plans are pooled to provide scholarship awards to designated beneficiaries; “send” includes to deliver or forward, or arrange to deliver or forward, by any means; “statement of changes in financial position” means a statement of changes in equity or a statement of changes in net assets attributable to securityholders; “stratification” means procedures whereby a paper copy of the information circular and, if applicable, the financial statements of the investment fund are included with the documents required to be sent in order to use notice‑and‑access under section 12.2.1; “transition year” means the financial year of an investment fund in which a change of year end occurs; “VCC” means a venture capital corporation registered under Part 1 of the Small Business Venture Capital Act (British Columbia), R.S.B.C. 1996 c. 429 whose business objective is making multiple investments; and “venture investment” means an investment in a private company or an investment made in accordance with the requirements of provincial labour sponsored or venture capital fund legislation or the ITA. 1.2 Application (1) Except as otherwise provided in this Instrument, this Instrument applies to: (a) an investment fund that is a reporting issuer; and (b) subject to subsection (2), a mutual fund in the jurisdiction. (2) Despite paragraph (1)(b), in Alberta, British Columbia, Manitoba and Newfoundland and Labrador, this Instrument does not apply to a mutual fund that is not a reporting issuer. (3) Repealed. 12 Sep 2014 SR 77/2014 s13. (4) In Québec, this Instrument does not apply to a reporting issuer organized under: (a) an Act to establish the Fonds de solidarité des travailleurs du Québec (F.T.Q.) R.S.Q., chapter F‑3.2.1; (b) an Act to establish Fondaction, le Fonds de développement de la Confédération des syndicats nationaux pour la coopération et l’emploi (R.S.Q., chapter F‑3.1.2); or (c) an Act constituting Capital régional et coopératif Desjardins, Loi constituant Capital régional et coopératif Desjardins (R.S.Q., chapter C‑6.1). 1.3 Interpretation (1) Each section, part, class or series of a class of securities of an investment fund that is referable to a separate portfolio of assets is considered to be a separate investment fund for the purposes of this Instrument. (2) Unless defined in section 1.1 of this Instrument, terms defined in National Instrument 81‑102 Investment Funds and used in this Instrument have the respective meanings ascribed to them in that Instrument. 1369 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) Terms defined in National Instrument 81‑105 Mutual Fund Sales Practices and used in this Instrument have the respective meanings ascribed to them in that Instrument except that references in those definitions to ‘mutual fund’ must be read as references to “investment fund”. 1.4 Language of Documents (1) A document that is required to be filed under this Instrument must be prepared in French or English. (2) If an investment fund files a document in French or in English, and a translation of the document into the other language is sent to a securityholder, the investment fund must file the translated document not later than when it is sent to the securityholder. (3) In Québec, the linguistic obligations and rights prescribed by Québec law must be complied with. PART 2 FINANCIAL STATEMENTS 2.1 Comparative Annual Financial Statements and Auditor’s Report (1) An investment fund must file annual financial statements for the investment fund’s most recently completed financial year that include: (a) a statement of financial position as at the end of that financial year and a statement of financial position as at the end of the immediately preceding financial year; (b) a statement of comprehensive income for that financial year and a statement of comprehensive income for the immediately preceding financial year; (c) statement of changes in financial position for that financial year and a statement of changes in financial position for the immediately preceding financial year; (d) for financial years beginning on or after January 1, 2014, a statement of cash flows for that financial year and a statement of cash flows for the immediately preceding financial year; (e) a statement of investment portfolio as at the end of that financial year; (f) a statement of financial position as at the beginning of the immediately preceding financial year if the investment fund discloses in its annual financial statements an unreserved statement of compliance with IFRS and the investment fund: (i) applies an accounting policy retrospectively in its annual financial statements; (ii) makes a retrospective restatement of items in its annual financial statements; or (iii) reclassifies items in its annual financial statements; and (g) notes to the annual financial statement. (2) Annual financial statements filed under subsection (1) must be accompanied by an auditor’s report. 1370 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2.2 Filing Deadline for Annual Financial Statements ‑ The annual financial statements and auditor’s report required to be filed under section 2.1 must be filed on or before the 90th day after the investment fund’s most recently completed financial year. 2.3 Interim Financial Report ‑ An investment fund must file an interim financial report for the investment fund’s most recently completed interim period that includes: (a) a statement of financial position as at the end of that interim period and a statement of financial position as at the end of the immediately preceding financial year; (b) a statement of comprehensive income for that interim period and a statement of comprehensive income for the corresponding period in the immediately preceding financial year; (c) a statement of changes in financial position for that interim period and a statement of changes in financial position for the corresponding period in the immediately preceding financial year; (d) for financial years beginning on or after January 1, 2014, a statement of cash flows for that interim period and a statement of cash flows for the corresponding period in the immediately preceding financial year; (e) a statement of investment portfolio as at the end of that interim period; (f) a statement of financial position as at the beginning of the immediately preceding financial year if the investment fund discloses in its interim financial report an unreserved statement of compliance with International Accounting Standard 34 Interim Financial Reporting and the investment fund: (i) applies an accounting policy retrospectively in its interim financial report; (ii) makes a retrospective restatement of items in its interim financial report; or (iii) reclassifies items in its interim financial report; and (g) notes to the interim financial report. 2.4 Filing Deadline for Interim Financial Report ‑ The interim financial report required to be filed under section 2.3 must be filed on or before the 60th day after the end of the most recent interim period of the investment fund. 2.5 Approval of Financial Statements (1) The board of directors of an investment fund that is a corporation must approve the financial statements of the investment fund before those financial statements are filed or made available to securityholders or potential purchasers of securities of the investment fund. (2) The trustee or trustees of an investment fund that is a trust, or another person or company authorized to do so by the constating documents of the investment fund, must approve the financial statements of the investment fund, before those financial statements are filed or made available to securityholders or potential purchasers of securities of the investment fund. 1371 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2.6 Acceptable Accounting Principles (1) For financial years beginning before January 1, 2014, the financial statements of an investment fund must be prepared in accordance with Canadian GAAP applicable to public enterprises. (2) For financial years beginning on or after January 1, 2014, the financial statements of an investment fund must be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises. (3) Financial statements must be prepared in accordance with the same accounting principles for all periods presented in the financial statements. 2.7 Acceptable Auditing Standards (1) Financial statements that are required to be audited must be audited in accordance with Canadian GAAS. (2) For financial years beginning before January 1, 2014, audited financial statements must be accompanied by an auditor’s report prepared in accordance with Canadian GAAS and the following requirements: 1. The auditor’s report must not contain a reservation or express a modified opinion. 2. The auditor’s report must identify all financial periods presented for which the auditor has issued an auditor’s report. 3. If the investment fund has changed its auditor and a comparative period presented in the financial statements was audited by a different auditor, the auditor’s report must refer to the former auditor’s report on the comparative period. 4. The auditor’s report must identify the auditing standards used to conduct the audit and the accounting principles used to prepare the financial statements. (3) For financial years beginning on or after January 1, 2014, audited financial statements must be accompanied by an auditor’s report prepared in accordance with Canadian GAAS and the following requirements: 1. The auditor’s report expresses an unmodified opinion. 2. The auditor’s report identifies all financial periods presented for which the auditor has issued an auditor’s report. 3. The auditor’s report is in the form specified by Canadian GAAS for an audit of financial statements prepared in accordance with a fair presentation framework. 4. The auditor’s report refers to IFRS as the applicable fair presentation framework. 5. If the investment fund has changed its auditor and a comparative period presented in the financial statements was audited by a predecessor auditor, the financial statements are accompanied by the predecessor auditor’s report on the comparative period or the auditor’s report refers to the predecessor auditor’s report on the comparative period. 1372 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2.8 Acceptable Auditors ‑ An auditor’s report must be prepared and signed by a person or company that is authorized to sign an auditor’s report by the laws of a jurisdiction of Canada, and that meets the professional standards of that jurisdiction. 2.9 Change in Year End (1) This section applies to an investment fund that is a reporting issuer. (2) Section 4.8 of National Instrument 51‑102 applies to an investment fund that changes its financial year end, except that: (a) a reference to “interim period” must be read as “interim period” as defined in this Instrument; (b) a requirement under National Instrument 51‑102 to include specified financial statements must be read as a requirement to include the financial statements required under this Part; and (c) a reference to “filing deadline” in subsection 4.8(2) of National Instrument 51‑102 must be read as a reference to the filing deadlines provided for under section 2.2 and 2.4 of this Instrument. (3) Despite section 2.4, an investment fund is not required to file an interim financial report for any period in a transition year if the transition year is less than nine months in length. (4) Despite paragraphs 4.8(7)(a) and (b) and (8)(a) and (b) of National Instrument 51‑102: (a) for an interim financial report for an interim period in the transition year, the investment fund must include as comparative information: (i) a statement of financial position as at the end of its old financial year; and (ii) a statement of comprehensive income, a statement of changes in financial position, and a statement of cash flows, for the interim period of the old financial year; (b) for an interim financial report for an interim period in a new financial year, the investment fund must include as comparative information: (i) a statement of financial position as at the end of the transition year; and (ii) a statement of comprehensive income, a statement of changes in financial position, and a statement of cash flows, for the period that is one year earlier than the interim period in the new financial year. 2.10 Change in Legal Structure ‑ If an investment fund that is a reporting issuer is party to an amalgamation, arrangement, merger, winding‑up, reorganization or other transaction that will result in: (a) the investment fund terminating or ceasing to be a reporting issuer, (b) another entity becoming an investment fund, (c) a change in the investment fund’s financial year end, or (d) a change in the name of the investment fund, 1373 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 the investment fund must, as soon as practicable, and in any event not later than the deadline for the first filing required by this Instrument following the transaction, file a notice stating: (e) the names of the parties to the transaction; (f) a description of the transaction; (g) the effective date of the transaction; (h) if applicable, the names of each party that terminated or ceased to be a reporting issuer following the transaction and of each continuing entity; (i) if applicable, the date of the investment fund’s first financial year end following the transaction; and (j) if applicable, the periods, including the comparative periods, if any, of the interim financial report and annual financial statements required to be filed for the investment fund’s first financial year following the transaction. 2.11 Filing Exemption for Mutual Funds that are Non‑Reporting Issuers ‑ A mutual fund that is not a reporting issuer is exempt from the filing requirements of section 2.1 for a financial year or section 2.3 for an interim period if: (a) the mutual fund prepares the applicable financial statements in accordance with this Instrument; (b) the mutual fund delivers the financial statements to its securityholders in accordance with Part 5 within the same time periods as if the financial statements were required to be filed; (c) the mutual fund has advised the regulator or securities regulatory authority that it is relying on this exemption not to file its financial statements; and (d) the mutual fund has included in a note to the financial statements that it is relying on this exemption not to file its financial statements. 2.12 Disclosure of Auditor Review of Interim Financial Report (1) This section applies to an investment fund that is a reporting issuer. (2) If an auditor has not performed a review of the interim financial report required to be filed, the interim financial report must be accompanied by a notice indicating that the interim financial report has not been reviewed by an auditor. (3) If an investment fund engaged an auditor to perform a review of the interim financial report required to be filed and the auditor was unable to complete the review, the interim financial report must be accompanied by a notice indicating that the auditor was unable to complete a review of the interim financial report and the reasons why. (4) If an auditor has performed a review of the interim financial report required to be filed and the auditor has expressed a reservation in the auditor’s interim review report, the interim financial report must be accompanied by a written review report from the auditor. 1374 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 3 FINANCIAL DISCLOSURE REQUIREMENTS 3.1 Statement of Financial Position ‑ The statement of financial position of an investment fund must disclose the following as separate line items, each shown at current value: 1. cash, term deposits and, if not included in the statement of investment portfolio, short term debt instruments 2. investments 3. accounts receivable relating to securities issued 4. accounts receivable relating to portfolio assets sold 5. accounts receivable relating to margin paid or deposited on futures or forward contracts. 6. amounts receivable or payable in respect of derivatives transactions, including premiums or discounts received or paid 7. deposits with brokers for portfolio securities sold short 8. accrued expenses 9. accrued incentive arrangements or performance compensation 10. portfolio securities sold short 11. liabilities for securities redeemed 12. liabilities for portfolio assets purchased 13. income tax payable 14. total equity or net assets attributable to securityholders and, if applicable, for each class or series 15. total equity per security or net assets attributable to securityholders per security, or if applicable, per security of each class or series. 3.2 Statement of Comprehensive Income ‑ The statement of comprehensive income of an investment fund must disclose the following information as separate line items: 1. dividend revenue 2. interest revenue 3. income from derivatives 4. revenue from securities lending 5. management fees, excluding incentive or performance fee 6. incentive or performance fees 7. audit fees 8. directors’ or trustees’ fees 8.1 independent review committee fees 9. custodial fees 1375 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 10. legal fees 10.1 commissions and other portfolio transaction costs 11. securityholder reporting costs 12. Repealed. 24 Jan 2014 SR 1/2014 s6. 13. amounts that would otherwise have been payable by the investment fund that were waived or paid by the manager or a portfolio adviser of the investment fund. 14. income tax 15. Repealed. 24 Jan 2014 SR 1/2014 s6. 16. realized gains or losses 17. unrealized gains or losses 17.1. if recognized as an expense, distributions, showing separately the amount distributed out of net investment income and out of realized gains on portfolio assets sold 18. increase or decrease in total equity from operations, or in net assets attributable to securityholders from operations, excluding distributions 19. Repealed. 17 Apr 2026 SR 22/2026 s5. 3.3 Statement of Changes in Financial Position ‑ The statement of changes in financial position of an investment fund must disclose the following as separate line items: 1. total equity or net assets attributable to securityholders at the beginning of the period 2. Repealed. 24 Jan 2014 SR 1/2014 s6. 3. proceeds from the issuance of securities of the investment fund 4. aggregate amounts paid on redemption of securities of the investment fund 5. securities issued on reinvestment of distributions 6. if not recognized as an expense, distributions, showing separately the amount distributed out of net investment income and out of realized gains on portfolio assets sold 6.1 return of capital 7. total equity or net assets attributable to securityholders at the end of the period. 3.4 Statement of Cash Flows ‑ The statement of cash flows of an investment fund must disclose the following as separate line items: 1. Repealed. 24 Jan 2014 SR 1/2014 s6. 2. proceeds of disposition of portfolio assets 3. payments for the purchase of portfolio assets 4. proceeds from the issuance of securities of the investment fund 5. aggregate amounts paid on redemption of securities of the investment fund 6. compensation paid in respect of the sale of securities of the investment fund 1376 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3.5 Statement of Investment Portfolio (1) The statement of investment portfolio of an investment fund must disclose the following for each portfolio asset held or sold short: 1. the name of the issuer of the portfolio asset 2. a description of the portfolio asset, including: (a) for an equity security, the name of the class of the security; (b) for a debt instrument not included in paragraph (c), all characteristics commonly used commercially to identify the instrument, including the name of the instrument, the interest rate of the instrument, the maturity date of the instrument, whether the instrument is convertible or exchangeable and, if used to identify the instrument, the priority of the instrument; (c) for a debt instrument referred to in the definition of “money market fund” in National Instrument 81‑102 Investment Funds, the name, interest rate and maturity date of the instrument; (d) for a portfolio asset not referred to in paragraph (a), (b) or (c), the name of the portfolio asset and the material terms and conditions of the portfolio asset commonly used commercially in describing the portfolio asset. 3. the number or aggregate face value of the portfolio asset. 4. the cost of the portfolio asset 5. the current value of the portfolio asset (2) For the purposes of subsection (1), disclosure for a long portfolio must be segregated from the disclosure for a short portfolio. (3) For the purposes of subsection (1) and subject to subsection (2), disclosure must be aggregated for portfolio assets having the same description and issuer. (4) Repealed. 29 Jne 2012 SR 43/2012 s6. (5) Repealed. 29 Jne 2012 SR 43/2012 s6. (6) If an investment fund holds positions in derivatives, the investment fund must disclose in the statement of investment portfolio or the notes to that statement: (a) for long and short positions in options: (i) the quantity of the underlying interest, the number of options, the underlying interest, the strike price, the expiration month and year, the cost and the current value; and (ii) if the underlying interest is a future, information about the future in accordance with subparagraph (i); (b) for positions in futures and forwards, the number of futures and forwards, the underlying interest, the price at which the contract was entered into, the delivery month and year and the current value; (c) for positions in swaps, the number of swap contracts, the underlying interest, the principal or notional amount, the payment dates, and the current value; and (d) if a rating of a counterparty has fallen below the designated rating level. 1377 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (7) If applicable, the statement of investment portfolio included in the financial statements of the investment fund, or the notes to the statement of investment portfolio, must identify the underlying interest that is being hedged by each position taken by the investment fund in a derivative. (8) An investment fund may omit the information required by subsection (1) about mortgages from a statement of investment portfolio if the statement of investment portfolio discloses: (a) the total number of mortgages held; (b) the aggregate current value of mortgages held; (c) a breakdown of mortgages, by reference to number and current value among mortgages insured under the National Housing Act (Canada), insured conventional mortgages and uninsured conventional mortgages; (d) a breakdown of mortgages, by reference to number and current value, among mortgages that are pre‑payable and those that are not pre‑payable; and (e) a breakdown of mortgages, by reference to number, current value, amortized cost and outstanding principal value, among groups of mortgages having contractual interest rates varying by no more than one quarter of one percent. (9) An investment fund must maintain records of all portfolio transactions undertaken by the investment fund. 3.6 Notes to Financial Statements (1) The notes to the financial statements of an investment fund must disclose the following: 1. the basis for determining current value and cost of portfolio assets and, if a method of determining cost other than by reference to the average cost of the portfolio assets is used, the method used. 1.1 for financial years beginning on or after January 1, 2014, the basis for classifying the investment fund’s outstanding securities, or each class or series of outstanding securities, as either equity instruments or financial liabilities. 2. if the investment fund has outstanding more than one class or series of securities ranking equally against its net assets, but differing in other respects: (a) the number of authorized securities of each class or series; (b) the number of securities of each class or series that have been issued and are outstanding; (c) Repealed. 17 Apr 2026 SR 22/2026 s5. (d) the method used to allocate income and expenses, and realized and unrealized capital gains and losses, to each class; (e) the fee arrangements for any class‑level expenses paid to affiliates; and (f) transactions involving the issue or redemption of securities of the investment fund undertaken in the period for each class of securities to which the financial statements pertain. 1378 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3. to the extent the amount is ascertainable, the portion of the total client brokerage commissions, as defined in National Instrument 23‑102 ‑ Use of Client Brokerage Commissions, paid or payable to dealers by the investment fund for the provision of goods or services by the dealers or third parties, other than order execution. 4. the total cost of distribution of the investment fund’s securities recorded in the statement of changes in financial position. 5. the net asset value per security as at the date of the financial statements compared to the total equity per security or net assets attributable to securityholders per security as shown on the statement of financial position, and an explanation of each of the differences between these amounts. (2) If not disclosed elsewhere in the financial statements, an investment fund that borrows money must, in a note to the financial statements, disclose the minimum and maximum amount borrowed during the period to which the financial statements or management report of fund performance pertain. (3) For financial years beginning on or after January 1, 2014, the notes to the financial statements must disclose: (a) in the case of annual financial statements, an unreserved statement of compliance with IFRS; and (b) in the case of interim financial reports, an unreserved statement of compliance with International Accounting Standard 34 Interim Financial Reporting. 3.7 Inapplicable Line Items ‑ Despite the requirements of this Part, an investment fund may omit a line item from the financial statements for any matter that does not apply to the investment fund or for which the investment fund has nothing to disclose. 3.8 Disclosure of Securities Lending Transactions (1) An investment fund must disclose, in the statement of investment portfolio included in the financial statements of the investment fund, or in the notes to the financial statements: (a) the aggregate dollar value of portfolio securities that were lent in the securities lending transactions of the investment fund that are outstanding as at the date of the financial statements; and (b) the type and aggregate amount of collateral received by the investment fund under securities lending transactions of the investment fund that are outstanding as at the date of the financial statements. (2) The statement of financial position of an investment fund that has received cash collateral from a securities lending transaction that is outstanding as of the date of the financial statements must disclose separately: (a) the cash collateral received by the investment fund; and (b) the obligation to repay the cash collateral. 1379 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) The statement of comprehensive income of an investment fund must disclose income from a securities lending transaction as revenue. (4) An investment fund must include, in the notes to the financial statements, a reconciliation of the gross amount generated from the securities lending transactions of the investment fund to the revenue from securities lending disclosed in the statement of comprehensive income of the investment fund under item 4 of section 3.2. (5) The disclosure referred to in subsection (4) must include each of the following: (a) the name of each person or company who was entitled to receive payments out of the gross amount generated from the securities lending transactions of the investment fund; (b) the amount each recipient named under paragraph (a) was entitled to receive; (c) the aggregate of the amounts disclosed under paragraph (b) as a percentage of the gross amount generated from the securities lending transactions of the investment fund. 3.9 Disclosure of Repurchase Transactions (1) An investment fund, in the statement of investment portfolio included in the financial statements of the investment fund, or in the notes to that statement, must, for a repurchase transaction of the investment fund that is outstanding as at the date of the statement, disclose: (a) the date of the transaction; (b) the expiration date of the transaction; (c) the nature and current value of the portfolio securities sold by the investment fund; (d) the amount of cash received and the repurchase price to be paid by the investment fund; and (e) the current value of the sold portfolio securities as at the date of the statement. (2) The statement of financial position of an investment fund that has entered into a repurchase transaction that is outstanding as of the date of the statement of financial position must disclose separately the obligation of the investment fund to repay the collateral. (3) The statement of comprehensive income of an investment fund must disclose income from the use of the cash received on a repurchase transaction as revenue. (4) The information required by this section may be presented on an aggregate basis. 3.10 Disclosure of Reverse Repurchase Transactions (1) An investment fund, in the statement of investment portfolio or in the notes to that statement, must, for a reverse repurchase transaction of the investment fund that is outstanding as at the date of the statement, disclose: (a) the date of the transaction; (b) the expiration date of the transaction; 1380 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) the total dollar amount paid by the investment fund; (d) the nature and current value or principal amount of the portfolio securities received by the investment fund; and (e) the current value of the purchased portfolio securities as at the date of the statement. (2) The statement of financial position of an investment fund that has entered into a reverse repurchase transaction that is outstanding as of the date of the financial statements must disclose separately the reverse repurchase agreement relating to the transaction at current value. (3) The statement of comprehensive income of an investment fund must disclose income from a reverse repurchase transaction as revenue. (4) The information required by this section may be presented on an aggregate basis. 3.11 Scholarship Plans (1) In addition to the requirements of this Part, an investment fund that is a scholarship plan must disclose, as of the end of its most recently completed financial year, a separate statement or schedule to the financial statements that provides: (a) a summary of education savings plans and units outstanding by year of eligibility, including: (i) disclosure of the number of units by year of eligibility for the opening units, units purchased, units forfeited and the ending units; (ii) disclosure of the principal amounts and the accumulated income per year of eligibility, and their total balances; and (iii) a reconciliation of the total balances of the principal amounts and the accumulated income in the statement or schedule to the statement of financial position of the scholarship plan; (b) the total number of units outstanding; and (c) a statement of scholarship awards paid to beneficiaries, and a reconciliation of the amount of scholarship awards paid with the statement of comprehensive income. (2) Despite sections 3.1 and 3.2, an investment fund that is a scholarship plan may omit the “total equity per security or net assets attributable to securityholders per security” line item from its financial statements. 3.12 Disclosure of Use of Leverage – (1) An investment fund that uses leverage must disclose the following information in its financial statements: (a) a brief explanation of the sources of leverage including cash borrowing, short selling or use of specified derivatives, used during the reporting period covered by the financial statements, (b) the lowest and highest level of the aggregate exposure to those sources of leverage in the period, and (c) a brief explanation of the significance to the investment fund of the lowest and highest levels of the aggregate exposure to those sources of leverage. 1381 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) For the purposes of subsection (1), an investment fund must calculate its aggregate exposure to those sources of leverage in accordance with section 2.9.1 of National Instrument 81‑102 Investment Funds. PART 4 MANAGEMENT REPORTS OF FUND PERFORMANCE 4.1 Application ‑ This Part applies to an investment fund that is a reporting issuer.

4.2 Filing of Management Reports of Fund Performance ‑ An investment fund, other than an investment fund that is a scholarship plan, must file an annual management report of fund performance for each financial year and an interim management report of fund performance for each interim period at the same time that it files its annual financial statements or its interim financial report for that financial period. 4.3 Filing of Annual Management Report of Fund Performance for an Investment Fund that is a Scholarship Plan ‑ An investment fund that is a scholarship plan must file an annual management report of fund performance for each financial year at the same time that it files its annual financial statements. 4.4 Contents of Management Reports of Fund Performance ‑ A management report of fund performance required by this Part must: (a) be prepared in accordance with Form 81‑106F1; and (b) not incorporate by reference information from any other document that is required to be included in a management report of fund performance. 4.5 Approval of Management Reports of Fund Performance (1) The board of directors of an investment fund that is a corporation must approve the management report of fund performance of the investment fund before the report is filed or made available to a holder or potential purchaser of securities of the investment fund. (2) The trustee or trustees of an investment fund that is a trust, or another person or company authorized to do so by the constating documents of the investment fund, must approve the management report of fund performance of the investment fund before the report is filed or made available to a holder or potential purchaser of securities of the investment fund. PART 5 DELIVERY OF FINANCIAL STATEMENTS AND MANAGEMENT PART 5 REPORTS OF FUND PERFORMANCE 5.1 Delivery of Certain Continuous Disclosure Documents (1) In this Part, “securityholder” means a registered holder or beneficial owner of securities issued by an investment fund. (2) Subject to section 5.2 or section 5.3, an investment fund must send to a securityholder, by the filing deadline for the document, the following: (a) annual financial statements; (b) the interim financial report; (c) if required to be prepared by the investment fund, the annual management report of fund performance; (d) if required to be prepared by the investment fund, the interim management report of fund performance. 1382 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) An investment fund must apply the procedures set out in National Instrument 54‑101 Communication with Beneficial Owners of Securities of a Reporting Issuer when complying with this Part. (4) Despite subsection (3), National Instrument 54‑101 Communication with Beneficial Owners of Securities of a Reporting Issuer does not apply to an investment fund with respect to a requirement under this Part if the investment fund has the necessary information to communicate directly with a beneficial owner of its securities. 5.2 Sending According to Standing Instructions (1) Subsection 5.1(2) does not apply to an investment fund that requests standing instructions from a securityholder in accordance with this section and sends the documents listed in subsection 5.1(2) according to those instructions. (2) An investment fund relying on subsection 5.2(1) must send, to each securityholder, a document that: (a) explains the choices a securityholder has to receive the documents listed in subsection 5.1(2); (b) solicits instructions from the securityholder about delivery of those documents; and (c) explains that the instructions provided by the securityholder will continue to be followed by the investment fund until they are changed by the securityholder. (3) If a person or company becomes a securityholder of an investment fund, the investment fund must solicit instructions in accordance with subsection (2) from the securityholder as soon as reasonably practicable after the investment fund accepts a purchase order from the securityholder. (4) An investment fund must rely on instructions given under this section until a securityholder changes them. (5) At least once a year, an investment fund must send each securityholder a reminder that: (a) the securityholder is entitled to receive the documents listed in subsection 5.1(2); (b) the investment fund is relying on delivery instructions provided by the securityholder; (c) explains how a securityholder can change the instructions it has given; and (d) the securityholder can obtain the documents on the SEDAR+ website and on the investment fund’s designated website and by contacting the investment fund. 1383 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 5.3 Sending According to Annual Instructions (1) Subsection 5.1(2) does not apply to an investment fund that requests annual instructions from a securityholder in accordance with this section and sends the documents listed in subsection 5.1(2) according to those instructions. (2) Subsection (1) does not apply to an investment fund that has previously relied on subsection 5.2(1). (3) An investment fund relying on subsection 5.3(1) must send annually to each securityholder a request form the securityholder may use to instruct the investment fund as to which of the documents listed in subsection 5.1(2) the securityholder wishes to receive. (4) The request form described in subsection (3) must be accompanied by a notice explaining that: (a) the securityholder is providing delivery instructions for the current year only; and (b) the documents are available on the SEDAR+ website and on the investment fund’s designated website and by contacting the investment fund. 5.4 General (1) If a securityholder requests any of the documents listed in subsection 5.1(2), an investment fund must send a copy of the requested documents by the later of: (a) the filing deadline for the requested document; and (b) 10 calendar days after the investment fund receives the request. (2) An investment fund must not charge a fee for sending the documents referred to in this Part and must ensure that securityholders can respond without cost to the solicitations of instructions required by this Part. (3) Investment funds under common management may solicit one set of delivery instructions from a securityholder that will apply to all of the investment funds under common management held by that securityholder. (4) Despite subsection 7.1(3), for the purposes of delivery to a securityholder, an investment fund may bind its management report of fund performance with the management report of fund performance for one or more other investment funds if the securityholder holds each investment fund. 5.5 Websites ‑ An investment fund that is a reporting issuer must post on its designated website any documents listed in subsection 5.1(2) no later than the date that those documents are filed. PART 6 QUARTERLY PORTFOLIO DISCLOSURE 6.1 Application ‑ This Part applies to an investment fund that is a reporting issuer, other than a scholarship plan or a labour sponsored or venture capital fund. 1384 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 6.2 Preparation and Dissemination (1) An investment fund must prepare quarterly portfolio disclosure that includes: (a) a summary of investment portfolio prepared in accordance with Item 5 of Part B of Form 81‑106F1 as at the end of: (i) each period of at least three months that ends three or nine months before the end of a financial year of the investment fund; or (ii) in the case of a transition year of the investment fund, each period commencing on the first day of the transition year and ending either three, nine or twelve months, if applicable, after the end of its old financial year; and (b) the total net asset value of the investment fund as at the end of the periods specified in (a)(i) or (ii). (2) An investment fund must post on its designated website must post to the website the quarterly portfolio disclosure within 60 days of the end of the period for which the quarterly portfolio disclosure was prepared. (3) An investment fund must promptly send the most recent quarterly portfolio disclosure, without charge, to any securityholder of the investment fund, upon a request made by the securityholder 60 days after the end of the period to which the quarterly portfolio disclosure pertains. PART 7 BINDING AND PRESENTATION 7.1 Binding of Financial Statements and Management Reports of Fund Performance (1) An investment fund must not bind its financial statements with the financial statements of another investment fund in a document unless all information relating to the investment fund is presented together and not intermingled with information relating to the other investment fund. (2) Despite subsection (1), if a document contains the financial statements of more than one investment fund, the notes to the financial statements may be combined and presented in a separate part of the document. (3) An investment fund must not bind its management report of fund performance with the management report of fund performance for another investment fund. 7.2 Multiple Class Investment Funds (1) An investment fund that has more than one class or series of securities outstanding that are referable to a single portfolio must prepare financial statements and management reports of fund performance that contain information concerning all of the classes or series. 1385 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) If an investment fund has more than one class or series of securities outstanding, the distinctions between the classes or series must be disclosed in the financial statements and management reports of fund performance. PART 8 INDEPENDENT VALUATIONS FOR LABOUR SPONSORED OR PART 8 VENTURE CAPITAL FUNDS 8.1 Application ‑ This Part applies to a labour sponsored or venture capital fund that is a reporting issuer. 8.2 Exemption from Requirement to Disclose Individual Current Values for Venture Investments ‑ Despite item 5 of subsection 3.5(1), a labour sponsored or venture capital fund is exempt from the requirement to present separately in a statement of investment portfolio the current value of each venture investment that does not have a market value if: (a) the labour sponsored or venture capital fund discloses in the statement of investment portfolio: (i) the cost amounts for each venture investment; (ii) the total cost of the venture investments; (iii) the total adjustment from cost to current value of the venture investments; and (iv) the total current value of the venture investments; (b) the labour sponsored or venture capital fund discloses in the statement of investment portfolio tables showing the distribution of venture investments by stage of development and by industry classification including: (i) the number of venture investments in each stage of development and industry class; (ii) the total cost and aggregate current value of the venture investments for each stage of development and industry class; and (iii) the total cost and aggregate current value of venture investments for each stage of development and industry class as a percentage of total venture investments; (c) for a statement of investment portfolio contained in annual financial statements, the labour sponsored or venture capital fund has obtained an independent valuation relating to the value of the venture investments or to the net assets of the fund and has filed the independent valuation concurrently with the filing of the annual financial statements; (d) for a statement of investment portfolio contained in an interim financial report, the labour sponsored or venture capital fund obtained and filed the independent valuation referred to in paragraph (c) in connection with the preparation of the most recent annual financial statements of the labour sponsored or venture capital fund; and (e) the labour sponsored or venture capital fund has disclosed in the applicable financial statements that an independent valuation has been obtained as of the end of the applicable financial year. 1386 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 8.3 Disclosure Concerning Independent Valuator ‑ A labour sponsored or venture capital fund that obtains an independent valuation must include, in the statement of investment portfolio contained in its annual financial statements, or in the notes to the annual financial statements, (a) a description of the independent valuator’s qualifications; and (b) a description of any past, present or anticipated relationship between the independent valuator and the labour sponsored or venture capital fund, its manager or portfolio adviser. 8.4 Content of Independent Valuation ‑ An independent valuation must provide the aggregate current value of the venture investments or of the total equity or net assets attributable to securityholders of the labour sponsored or venture capital fund as at the fund’s financial year end. 8.5 Independent Valuator’s Consent ‑ A labour sponsored or venture capital fund obtaining an independent valuation must: (a) obtain the independent valuator’s consent to its filing; and (b) include a statement in the valuation report, signed by the independent valuator, in substantially the following form: “We refer to the independent valuation of the [total equity/net assets attributable to securityholders/venture investments] of [name of labour sponsored or venture capital fund] as of [date of financial year end] dated. We consent to the filing of the independent valuation with the securities regulatory authorities.” PART 9 ANNUAL INFORMATION FORM 9.1 Application ‑ This Part applies to an investment fund that is a reporting issuer. 9.2(1) Requirement to File Annual Information Form‑ An investment fund must file an annual information form if the investment fund has not obtained a receipt for a prospectus during the last 12 months preceding its financial year end. (2) Subsection (1) does not apply to an investment fund in continuous distribution that, during the 12 months preceding its financial year end, filed (a) an ETF facts document under section 3D.1 of National Instrument 41‑101 General Prospectus Requirements, or (b) a fund facts document under subsection 2.3(5.2) of National Instrument 81‑101 Mutual Fund Prospectus Disclosure. 9.3 Filing Deadline for Annual Information Form ‑ An investment fund required under section 9.2 to file an annual information form must file the annual information form no later than 90 days after the end of its most recently completed financial year. 1387 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 9.4 Preparation and Content of Annual Information Form (1) An annual information form required to be filed under section 9.2 must be prepared as of the end of the most recently completed financial year of the investment fund to which it pertains. (2) Subject to subsections (2.1), (2.2) and (2.3), an annual information form that is required to be filed must be completed (a) in accordance with Form 41‑101F2 if the investment fund last distributed securities under a prospectus prepared in accordance with that Form, (b) in accordance with Form 81‑101F1 if the mutual fund last distributed securities under a prospectus prepared in accordance with that Form, or (c) in accordance with Form 81‑101F2. (2.1) For the purposes of completing Form 41‑101F2 under paragraph (2)(a), (a) a reference in Form 41‑101F2 to ‘prospectus’ must be read as a reference to ‘annual information form’, (b) the Items of Form 41‑101F2 that are applicable to distributions of securities only and are inapplicable to any other case, do not apply, (c) Item 1.1, Items 1.4 to 1.15, paragraph 3.3(1)(b), paragraph 3.3(1)(f), Item 3.5, paragraph 3.6(3)(a) and Items 7.1, 9.1, 11, 14.1, 15.2, 16, 17.1, 17.2, 24, 25, 26, 28, 29.2, 36, 38 and 39 of Form 41‑101F2 do not apply, (d) Item 1.3 of Form 41‑101F2 must be read as follows: (1) State on the front cover that the document is an annual information form for each of the mutual funds to which the document pertains. (2) State on the front cover the names of the mutual funds and, at the option of the mutual funds, the name of the mutual fund family to which the document pertains. If the mutual fund has more than one class or series of securities, state the name of each of those classes or series covered in the document. (3) State the date of the document, which is the date of the certificates for the document. This date must be within three business days of the date it is filed with the securities regulatory authority. Write the date of the document in full, writing the name of the month. (4) State, in substantially the following words: ‘No securities regulatory authority has expressed an opinion about these [units/shares] and it is an offence to claim otherwise.’; (e) a reference to the term ‘distribution’ in Item 3.2 of Form 41‑101F2 must be read as a reference to ‘investment fund’, (f) subsections 19.1(11) to (13) of Form 41‑101F2 do not apply to an investment fund that is a corporation, except for the requirement to include disclosure in respect of the independent review committee, 1388 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (g) Item 21 of Form 41‑101F2 must be completed in respect of all of the securities of the investment fund, and (h) Item 35.1 of Form 41‑101F2 must be completed despite no distribution taking place. (2.2) For the purposes of completing Form 81‑101F1 under paragraph (2)(b), (a) a reference in Form 81‑101F1 to ‘simplified prospectus’ must be read as a reference to ‘annual information form’, (b) the Items of Form 81‑101F1 that are applicable to distributions of securities only and are inapplicable to any other case, do not apply, (c) general instruction (18), subsection 1.1(4), subsection 1.1(5), subsection 1.1(7), Item 3, Item 4.4, paragraph 4.17(1)(e), subsections 7(3) to (11) and Items 12, 15, 16, 17, 18 of Part A of Form 81‑101F1 do not apply, (d) Item 4.16 of Part A of Form 81‑101F1 does not apply to an investment fund that is a corporation, except for the requirement to include disclosure in respect of the independent review committee, (e) Item 7 of Part B of Form 81‑101F1 must be completed in respect of all of the securities of the investment fund, and (f) subsection 12(2) of Part B of Form 81‑101F1 must be read as follows: (2) State, in substantially the following words: • “Additional information about the fund[s] is available in the fund[‘s/s’] Fund Facts document, management reports of fund performance and financial statements. • You can get a copy of these documents, at your request, and at no cost, by calling [toll‑free/collect] [insert the toll‑free telephone number or telephone number where collect calls are accepted, as required by section 3.4 of the Instrument], or from your dealer or by e‑mail at [insert e‑mail address]. • These documents and other information about the fund[s], such as information circulars and material contracts, are also available [on the [insert name of mutual fund] designated website at [insert investment fund designated website address] or] at www. sedarplus.com.” (2.3) For the purposes of completing Form 81‑101F2 under paragraph (2)(c), (a) a reference to “mutual fund” in Form 81‑101F2 must be read as a reference to “investment fund”, (b) general instructions (3), (10) and (14) of Form 81‑101F2 do not apply, (c) subsections (3), (4) and (6) of Item 1.1 of Form 81‑101F2 do not apply, (d) subsections (3), (4) and (6) of Item 1.2 of Form 81‑101F2 do not apply, 1389 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (e) Item 5 of Form 81‑101F2 must be completed in respect of each [class/ series] of securities of the investment fund, (f) Item 15 of Form 81‑101F2 does not apply to an investment fund that is a corporation, except for the disclosure required to be made in respect of the independent review committee, and (g) Items 19, 20, 21 and 22 of Form 81‑101F2 do not apply. (3) An investment fund required to file an annual information form must at the same time file copies of all material incorporated by reference in the annual information form that it has not previously filed. PART 10 PROXY VOTING DISCLOSURE FOR PORTFOLIO SECURITIES PART 10 HELD 10.1 Application ‑ This Part applies to an investment fund that is a reporting issuer. 10.2 Requirement to Establish Policies and Procedures (1) An investment fund must establish policies and procedures that it will follow to determine whether, and how, to vote on any matter for which the investment fund receives, in its capacity as securityholder, proxy materials for a meeting of securityholders of an issuer. (2) The policies and procedures referred to in subsection (1) must include: (a) a standing policy for dealing with routine matters on which the investment fund may vote; (b) the circumstances under which the investment fund will deviate from the standing policy for routine matters; (c) the policies under which, and the procedures by which, the investment fund will determine how to vote or refrain from voting on non‑routine matters; and (d) procedures to ensure that portfolio securities held by the investment fund are voted in accordance with the instructions of the investment fund. (3) An investment fund must include a summary of the policies and procedures required under this section in its prospectus. 10.3 Proxy Voting Record ‑ An investment fund must maintain a proxy voting record that includes, for each time that the investment fund receives, in its capacity as securityholder, materials relating to a meeting of securityholders of a reporting issuer or the equivalent of a reporting issuer in a foreign jurisdiction: (a) the name of the issuer; (b) the exchange ticker symbol of the portfolio securities, unless not readily available to the investment fund; (c) the CUSIP number for the portfolio securities; (d) the meeting date; (e) a brief identification of the matter or matters to be voted on at the meeting; 1390 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (f) whether the matter or matters voted on were proposed by the issuer, its management or another person or company; (g) whether the investment fund voted on the matter or matters; (h) if applicable, how the investment fund voted on the matter or matters; and (i) whether votes cast by the investment fund were for or against the recommendations of management of the issuer. 10.4 Preparation and Availability of Proxy Voting Record (1) An investment fund must prepare a proxy voting record on an annual basis for the period ending on June 30 of each year. (2) An investment fund must post the proxy voting record on its designated website no later than August 31 of each year. (3) An investment fund must promptly send the most recent copy of the investment fund’s proxy voting policies and procedures and proxy voting record, without charge, to any securityholder upon a request made by the securityholder after August 31. PART 11 MATERIAL CHANGE REPORTS 11.1 Application ‑ This Part applies to an investment fund that is a reporting issuer. 11.2 Publication of Material Change (1) If a material change occurs in the affairs of an investment fund, the investment fund must: (a) promptly issue and file a news release that is authorized by an executive officer of the manager of the investment fund and that discloses the nature and substance of the material change; (b) post all disclosure made under paragraph (a) on the investment fund’s designated website; (c) as soon as practicable, but in any event no later than 10 days after the date on which the change occurs, file a report containing the information required by Form 51‑102F3, except that a reference in Form 51‑102F3 to: (i) the term “material change” must be read as “material change” under this Instrument; (ii) “section 7.1 of National Instrument 51‑102” in Item 3 of Part 2 must be read as a reference to “section 11.2 of National Instrument 81‑106”; (iii) “subsection 7.1(2) of National Instrument 51‑102” in Item 6 of Part 2 must be read as a reference to “subsection 11.2(2) of National Instrument 81‑106”; (iv) “subsection 7.1(5) of National Instrument 51‑102” in Items 6 and 7 of Part 2 must be read as a reference to “subsection 11.2(4) of National Instrument 81‑106”; and (v) “executive officer of your company” in Item 8 of Part 2 must be read as a reference to “officer of the investment fund or of the manager of the investment fund”; and 1391 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (d) file an amendment to its prospectus, simplified prospectus, fund facts document or ETF facts document that discloses the material change in accordance with the requirements of securities legislation. (2) If: (a) in the opinion of the board of directors or trustee of an investment fund or the manager, and if that opinion is arrived at in a reasonable manner, the disclosure required by subsection (1) would be unduly detrimental to the investment fund’s interest; or (b) the material change: (i) consists of a decision to implement a change made by senior management of the investment fund or senior management of the manager of the investment fund who believe that confirmation of the decision by the board of directors or persons acting in a similar capacity is probable; and (ii) senior management of the investment fund or senior management of the manager of the investment fund has no reason to believe that persons with knowledge of the material change have made use of that knowledge in purchasing or selling securities of the investment fund, the investment fund may, instead of complying with subsection (1), immediately file the report required under paragraph (1)(c) marked to indicate that it is confidential, together with written reasons for non‑disclosure. (3) Repealed. 25 Jly 2008 SR 59/2008 s5. (4) If a report has been filed under subsection (2), the investment fund must advise the regulator or securities regulatory authority in writing within 10 days of the initial filing of the report if it believes the report should continue to remain confidential and every 10 days thereafter until the material change is generally disclosed in the manner referred to in subsection (1) or, if the material change consists of a decision of the type referred to in paragraph (2)(b), until that decision has been rejected by the board of directors of the investment fund or the board of directors of the manager of the investment fund. (5) Despite filing a report under subsection (2), an investment fund must promptly and generally disclose the material change in the manner referred to in subsection (1) upon the investment fund becoming aware, or having reasonable grounds to believe, that a person or company is purchasing or selling securities of the investment fund with knowledge of the material change that has not been generally disclosed. PART 12 PROXY SOLICITATION AND INFORMATION CIRCULARS 12.1 Application ‑ This Part applies to an investment fund that is a reporting issuer. 12.2 Sending of Proxies and Information Circulars (1) If management of an investment fund or the manager of an investment fund gives or intends to give notice of a meeting to registered holders of the investment fund, management or the manager must, at the same time as or before giving that notice, send to each registered holder who is entitled to notice of the meeting a form of proxy for use at the meeting. 1392 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) A person or company that solicits proxies from registered holders of an investment fund must: (a) in the case of a solicitation by or on behalf of management of the investment fund, send with the notice of meeting to each registered holder whose proxy is solicited a completed Form 51‑102F5; or (b) in the case of a solicitation by or on behalf of any person or company other than management of the investment fund, at the same time as or before the solicitation, send a completed Form 51‑102F5 and a form of proxy to each registered holder whose proxy is solicited. (3) Repealed. 25 Jly 2008 SR 59/2008 s5. 12.2.1 Notice‑and‑access – A person or company that solicits proxies from a registered holder of securities of an investment fund under subsection 12.2(2) of this Instrument, or sends proxy‑related materials to beneficial owners of an investment fund under section 2.7 of National Instrument 54‑101 Communication with Beneficial Owners of Securities of a Reporting Issuer, must not use notice‑and‑access to send proxy‑related materials to the registered holder or beneficial owner unless all of the following apply: (a) the registered holder or beneficial owner is sent a notice that contains only the following information: (i) the date, time and location of the meeting; (ii) a description of each matter or group of related matters identified in the form of proxy to be voted on, unless that information is already included in the form of proxy, in Form 54‑101F6 Request for Voting Instructions Made by Reporting Issuer or in Form 54‑101F7 Request for Voting Instructions Made by Intermediary, that is sent to the registered holder or beneficial owner under paragraph (b); (iii) the website addresses for SEDAR+ and the non‑SEDAR+ website where the proxy‑related materials are posted; (iv) a reminder to review the information circular before voting; (v) an explanation of how to obtain a paper copy of the information circular and, if applicable, the financial statements of the investment fund, from the person or company soliciting proxies; (vi) a plain‑language explanation of notice‑and‑access that includes the following information: (A) if stratification is used, a list of the types of registered holders or beneficial owners who will receive paper copies of the information circular and, if applicable, the financial statements of the investment fund; (B) the estimated date and time by which a request for a paper copy of the information circular and, if applicable, the financial statements of the investment fund, is to be received in order for the registered holder or beneficial owner to receive the paper copy in advance of any deadline for the submission of the proxy or the voting instructions for the meeting, and the date of the meeting; 1393 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (C) an explanation of how the registered holder or beneficial owner is to return the proxy or the voting instructions, including any deadline for return of the proxy or the voting instructions; (D) the sections of the information circular where disclosure regarding each matter or group of related matters identified in the notice can be found; (E) a toll‑free telephone number the registered holder or beneficial owner can call to get information about notice‑and‑access; (b) by prepaid mail, courier or the equivalent, (i) the registered holder is sent the notice, and a form of proxy for use at the meeting, at least 30 days before the date of the meeting, and (ii) the beneficial owner is sent the notice and a Form 54‑101F6 or Form 54‑101F7, using the procedures referred to in section 2.9 or 2.12 of National Instrument 54‑101 Communication with Beneficial Owners of Securities of a Reporting Issuer, as applicable; (c) the proxy‑related materials are sent at least 30 days, and no more than 50 days, before the date of the meeting; (d) if proxy‑related materials are sent directly to a NOBO using notice‑and‑access, the notice and, if applicable, any paper copies of information circulars and financial statements, are sent at least 30 days before the date of the meeting; (e) if proxy‑related materials are sent indirectly to a beneficial owner using notice‑and‑access, the notice and, if applicable, any paper copies of information circulars or financial statements are sent to any proximate intermediary, (i) at least 3 business days before the 30th day before the date of the meeting, in the case of proxy‑related materials that are to be sent on by the proximate intermediary by first class mail, courier or the equivalent, and (ii) at least 4 business days before the 30th day before the date of the meeting, in the case of proxy‑related materials that are to be sent on by the proximate intermediary using any other type of prepaid mail; (f) in the case of a solicitation by or on behalf of management of the investment fund, or if another person or company soliciting proxies has requested a meeting, the notification of meeting and record dates is filed on SEDAR+ and that filing occurs on the same date that the notification of meeting and record dates is sent under subsection 2.2(1) of National Instrument 54‑101 Communication with Beneficial Owners of Securities of a Reporting Issuer; (g) public electronic access to the information circular, the notice and the form of proxy is provided on or before the date that the notice is sent to the registered holder or beneficial owner, as follows: (i) the documents are filed on SEDAR+; 1394 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ii) the documents are posted for no less than one year on (A) the investment fund’s designated website, in the case of a solicitation by or on behalf of management of the investment fund, and (B) a website other than SEDAR+, in the case of a solicitation by or on behalf of any other person or company; (h) a toll‑free telephone number is provided for use by the registered holder or beneficial owner to request a paper copy of the information circular and, if applicable, the financial statements of the investment fund at any time (i) following the date that the notice is sent to the registered holder or beneficial owner, and (ii) on or before the date of the meeting, including any adjournment; (i) if a request for a paper copy of the information circular and, if applicable, the financial statements of the investment fund is received by telephone using the toll‑free telephone number provided in the notice or by any other means, a paper copy of the document requested is sent free of charge by the person or company to the registered holder or beneficial owner at the address specified in the request, (i) in the case of a request received before the date of the meeting, within 3 business days after receiving the request, by first class mail, courier or the equivalent, and (ii) in the case of a request received on or after the date of the meeting, and within one year of the date the information circular is filed on SEDAR+, within 10 calendar days after receiving the request, by prepaid mail, courier or the equivalent; (j) the notice is not sent with any other document other than the following: (i) a form of proxy, Form 54‑101F6 or Form 54‑101F7; (ii) if financial statements of the investment fund are to be presented at the meeting, the financial statements; (iii) if the meeting is to approve a reorganization of the investment fund with another investment fund as contemplated by paragraph 5.1(1)(f) of National Instrument 81‑102 Investment Funds, Form 81‑101F3 Contents of Fund Facts Document or Form 41‑101F4 Information Required in an ETF Facts Document for the continuing investment fund; (k) the notice is not combined with any document other than a form of proxy, Form 54‑101F6 or Form 54‑101F7; (l) the information circular discloses that proxy‑related materials are being sent to registered holders or beneficial owners of the investment fund using notice‑and‑access, and if stratification is used, the types of registered holders or beneficial owners who will receive paper copies of the information circular and, if applicable, the financial statements of the investment fund; 1395 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (m) the cost of sending the information circular and, if applicable, the financial statements of the investment fund, to a registered holder or beneficial owner, if a paper copy is requested by the registered holder or beneficial owner, is paid by the manager of the investment fund or other person or company soliciting proxies that is not the investment fund. 12.2.2 Restrictions on Information Gathering (1) A person or company using notice‑and‑access that receives a request for a paper copy of the information circular or the financial statements of the investment fund, through the toll‑free telephone number provided in the notice referred to in paragraph 12.2.1(a) or by any other means, must not (a) ask for any information about the person or company making the request, other than the name and address to which the information circular and, if applicable, the financial statements are to be sent, or (b) disclose or use the name or address of the person or company making the request for any purpose other than sending the information circular or the financial statements of the investment fund. (2) A person or company that posts proxy‑related materials to a website under subparagraph 12.2.1(g)(ii) must not collect information that can be used to identify a person or company that has accessed the website. 12.2.3 Posting Materials on Non‑SEDAR Website (1) A person or company that posts proxy‑related materials to a website under subparagraph 12.2.1(g)(ii) must also post on the website all of the following: (a) any disclosure regarding the meeting that the person or company has sent to registered holders or beneficial owners; (b) any written communications the person or company has made available to the public regarding each matter or group of matters to be voted on at the meeting, whether or not the communications were sent to registered holders or beneficial owners. (2) For greater certainty, a person or company that posts proxy‑related materials on a website under subparagraph 12.2.1(g)(ii) must do so in a manner and format that permits an individual with a reasonable level of computer skill and knowledge to easily do all of the following: (a) access, read and search the materials; (b) download and print the materials. 12.2.4 Record Date for Notice of Meeting, Abridgement of Time and Notification of Meeting Date and Record Date (1) A person or company that solicits proxies from a registered holder or beneficial owner using notice‑and‑access, in the case of solicitation by or on behalf of management of an investment fund, must (a) despite paragraph 2.1(b) of National Instrument 54‑101 Communication with Beneficial Owners of Securities of a Reporting Issuer, set or request a record date for notice of the meeting that is no fewer than 40 days before the date of the meeting, 1396 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) specify in the notification of meeting and record dates sent under section 2.2 of National Instrument 54‑101 Communication with Beneficial Owners of Securities of a Reporting Issuer that proxy‑related materials are being sent to registered holders or beneficial owners using notice‑and‑access, and (c) not abridge the time prescribed under paragraph 2.1(b), subsection 2.2(1) or subsection 2.5(1) of National Instrument 54‑101 Communication with Beneficial Owners of Securities of a Reporting Issuer unless the person or company (i) complies with paragraphs 2.20 (a) to (c) of that Instrument, and (ii) sends the notification of meeting and record dates sent under section 2.2 of that Instrument at least 3 business days before the record date for notice of the meeting. (2) In the case of a person or company not referred to in subsection (1) that requests a meeting, the person or company must request the following: (a) a record date for notice of the meeting that is no fewer than 40 days before the date of the meeting; (b) that the notification of meeting and record dates sent under section 2.2 of National Instrument 54‑101 Communication with Beneficial Owners of Securities of a Reporting Issuer state that proxy‑related materials are being sent to registered holders or beneficial owners using notice‑and‑access. 12.2.5 Consent to Other Delivery Methods – For greater certainty, section 12.2.1 does not (a) prevent a registered holder or beneficial owner from consenting to the use of other delivery methods to send proxy‑related materials, (b) terminate or modify a consent that a registered holder or beneficial owner previously gave to a person or company regarding the use of other delivery methods to send proxy‑related materials to the registered holder or beneficial owner, or (c) prevent a person or company that solicits proxies, an intermediary or any other person or company from sending proxy‑related materials to a registered holder or beneficial owner using a method to which the registered holder or beneficial owner has consented prior to January 5, 2022. 12.2.6 Instructions to Receive Paper Copies (1) Despite section 12.2.1, an investment fund or its manager or management may obtain standing instructions from a registered holder of securities of the investment fund, and an intermediary may obtain standing instructions from a client that is a beneficial owner of securities of the investment fund, that a paper copy of the information circular or the financial statements of the investment fund be sent to the registered holder or beneficial owner in all cases when using notice‑and‑access in respect of a meeting of the investment fund. (2) If an investment fund or its manager or management has obtained standing instructions from a registered holder under subsection (1), the investment fund, its manager or management must do all of the following: (a) include with the notice referred to in paragraph 12.2.1(a) any paper copies of information circulars or financial statements of the investment fund referred to in the registered holder’s standing instructions; 1397 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) notify the registered holder, by including a statement in the notice referred to in paragraph 12.2.1(a) or by another method, of the means by which the registered holder may revoke the registered holder’s standing instructions. (3) If an intermediary has obtained standing instructions from a beneficial owner under subsection (1), the intermediary must do all of the following: (a) if the investment fund or its manager or management is sending proxy‑related materials directly under section 2.9 of National Instrument 54‑101 Communication with Beneficial Owners of Securities of a Reporting Issuer, indicate in the NOBO list provided to the investment fund or its manager or management, those NOBOs who have provided standing instructions under subsection (1) as at the date the NOBO list is generated; (b) if the intermediary is sending proxy‑related materials to a beneficial owner on behalf of an investment fund or its manager or management using notice‑and‑access, request appropriate quantities of paper copies of the information circular and, if applicable, the financial statements of the investment fund, from the investment fund or its manager or management, for forwarding to beneficial owners who have provided standing instructions to be sent paper copies; (c) include with the notice a description, or otherwise inform the beneficial owner of, the means by which the beneficial owner may revoke the beneficial owner’s standing instructions. 12.2.7 Compliance with National Instrument 51‑102 and National Instrument 54‑101 (1) A person or company that solicits proxies must comply with the following: (a) Items 7.12 and 9.9 of Form 54‑101F2 Request for Beneficial Ownership Information; (b) Form 54‑101F5 Electronic Format for NOBO List. (2) For the purposes of subsection (1), ‘notice‑and‑access’ and ‘stratification’, as used in Items 7.12 and 9.9 of Form 54‑101F2 and in Form 54‑101F5, have the same meaning as in this Instrument. 12.3 Exemption (1) Subsection 12.2(2) does not apply to a solicitation by a person or company in respect of securities of which the person or company is the beneficial owner. (2) Paragraph 12.2(2)(b) does not apply to a solicitation if the total number of securityholders whose proxies are solicited is not more than 15. (3) For the purposes of subsection (2), two or more persons or companies who are joint registered owners of one or more securities are considered to be one securityholder. 12.4 Compliance with National Instrument 51‑102 ‑ A person or company that solicits proxies under section 12.2 must comply with sections 9.3 and 9.4 of National Instrument 51‑102 as if those sections applied to the person or company. 1398 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 13 CHANGE OF AUDITOR DISCLOSURE 13.1 Application ‑ This Part applies to an investment fund that is a reporting issuer. 13.2 Change of Auditor ‑ Section 4.11 of National Instrument 51‑102 applies to an investment fund that changes its auditor, except that references in that section to the “board of directors” are to be read as references to: (a) if the investment fund is a corporation, the “board of directors of the investment fund”, or (b) if the investment fund is a trust, the “trustee or trustees or another person or company authorized by the constating documents of the investment fund”. PART 14 CALCULATION OF NET ASSET VALUE 14.1 Application ‑ This Part applies to an investment fund that is a reporting issuer. 14.2 Calculation, Frequency and Currency (1) The net asset value of an investment fund must be calculated using the fair value of the investment fund’s assets and liabilities. (1.1) The net asset value of an investment fund must include the income and expenses of the investment fund accrued up to the date of calculation of the net asset value. (1.2) For the purposes of subsection (1), fair value means: (a) the market value based on reported prices and quotations in an active market; or (b) if the market value is not available, or the manager of the investment fund believes that it is unreliable, a value that is fair and reasonable in all the relevant circumstances. (1.3) The manager of an investment fund must: (a) establish and maintain appropriate written policies and procedures for determining the fair value of the investment fund’s assets and liabilities; and (b) consistently follow those policies and procedures. (1.4) The manager of an investment fund must maintain a record of the determination of fair value and the reasons supporting that determination. (2) For the purposes of calculating net asset value for purchases and redemptions of its securities as required by Parts 9 and 10 of National Instrument 81‑102 Investment Funds, a labour sponsored or venture capital fund that has included a deferred charge for sales commissions in the calculation may continue to do so, provided that: (a) the calculation reflects the amortization of this deferred charge over the remaining amortization period; and 1399 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the labour sponsored or venture capital fund ceased adding to this deferred charge by December 31, 2003. (3) An investment fund must calculate its net asset value at least as frequently as the following: (a) if the investment fund does not use specified derivatives or sell securities short, once a week; (b) if the investment fund uses specified derivatives or sells securities short, once every business day. (4) A mutual fund that holds securities of other mutual funds must have dates for the calculation of net asset value that are compatible with those of the other mutual funds. (5) Despite paragraph 3(a), an investment fund that, at the date that this Instrument comes into force, calculates net asset value no less frequently than once a month may continue to calculate net asset value at least as frequently as it does at that date.

(6) The net asset value of an investment fund must be calculated in the currency of Canada or in the currency of the United States of America or both. (6.1) An investment fund must, upon calculating the net asset value of the investment fund under this section, make the following information available to the public at no cost: (a) the net asset value of the investment fund; (b) the net asset value per security of the investment fund unless the investment fund is a scholarship plan. (7) An investment fund that publishes its net asset value or net asset value per security in the financial press, or posts its net asset value or net asset value per security on its designated website, must provide its current net asset value or net asset value per security on a timely basis to the financial press or post it to its designated website on a timely basis, as applicable. 14.3 Portfolio Transactions ‑ The net asset value of an investment fund must include each purchase or sale of a portfolio asset no later than in the next calculation of the net asset value after the date the purchase or sale becomes binding. 14.4 Capital Transactions ‑ The investment fund must include each issue or redemption of a security of the investment fund in the next calculation of net asset value the investment fund makes after the calculation of net asset value used to establish the issue or redemption price. 1400 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 15 CALCULATION OF MANAGEMENT EXPENSE RATIO 15.1 Calculation of Management Expense Ratio (1) An investment fund may disclose its management expense ratio only if the management expense ratio is calculated for the financial year or interim period of the investment fund and if it is calculated by: (a) dividing: (i) the aggregate of: (A) total expenses of the investment fund, excluding distributions if recognized as an expense, commissions and other portfolio transaction costs, before income taxes, for the financial year or interim period, as shown on its statement of comprehensive income; and (B) any other fee, charge or expense of the investment fund that has the effect of reducing the investment fund’s net asset value; by: (ii) the average net asset value of the investment fund for the financial year or interim period, obtained by: (A) adding together the net asset values of the investment fund as at the close of business of the investment fund on each day during the financial year or interim period on which the net asset value of the investment fund has been calculated, and (B) dividing the amount obtained under clause (A) by the number of days during the financial year or interim period on which the net asset value of the investment fund has been calculated; and (b) multiplying the result obtained under paragraph (a) by 100. (2) If any fees and expenses otherwise payable by an investment fund in a financial year or interim period were waived or otherwise absorbed by a member of the organization of the investment fund, the investment fund must disclose, in a note to the disclosure of its management expense ratio, details of: (a) what the management expense ratio would have been without any waivers or absorptions; (b) the length of time that the waiver or absorption is expected to continue; (c) whether the waiver or absorption can be terminated at any time by the member of the organization of the investment fund; and (d) any other arrangements concerning the waiver or absorption. (3) Investment fund expenses rebated by a manager or an investment fund to a securityholder must not be deducted from total expenses of the investment fund in determining the management expense ratio of the investment fund. (4) An investment fund that has separate classes or series of securities must calculate a management expense ratio for each class or series, in the manner required by this section, modified as appropriate. 1401 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (5) The management expense ratio of an investment fund for a financial period of less than or greater than twelve months must be annualized. (6) If an investment fund provides its management expense ratio to a service provider that will arrange for public dissemination of the management expense ratio: (a) the investment fund must provide the management expense ratio calculated in accordance with this Part; and (b) the requirement to provide note disclosure contained in subsection (2) does not apply if the investment fund indicates, as applicable, that fees have been waived, expenses have been absorbed, or that fees or expenses were paid directly by investors during the period for which the management expense ratio was calculated. 15.2 Fund of Funds Calculation (1) For the purposes of subparagraph 15.1(1)(a)(i), the total expenses for a financial year or interim period of an investment fund that invests in securities of other investment funds is equal to the sum of: (a) the total expenses incurred by the investment fund that are for the period for which the calculation of the management expense ratio is made and that are attributable to its investment in each underlying investment fund, as calculated by: (i) multiplying the total expenses of each underlying investment fund, excluding distributions if recognized as an expense, commissions and other portfolio transaction costs, before income taxes, for the financial year or interim period, by; (ii) the average proportion of securities of the underlying investment fund held by the investment fund during the financial year or interim period, calculated by: (A) adding together the proportion of securities of the underlying investment fund held by the investment fund on each day in the period; and (B) dividing the amount obtained under clause (A) by the number of days in the period; and (b) the total expenses of the investment fund, excluding distributions if recognized as an expense, commissions and other portfolio transaction costs, before income taxes, for the period. (2) An investment fund that has exposure to one or more other investment funds through the use of derivatives in a financial year or interim period must calculate its management expense ratio for the financial year or interim period in the manner described in subsection (1), treating each investment fund to which it has exposure as an “underlying investment fund” under subsection (1). 1402 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) Subsection (2) does not apply if the derivatives do not expose the investment fund to expenses that would be incurred by a direct investment in the relevant investment funds. (4) Management fees rebated by an underlying fund to an investment fund that invests in the underlying fund must be deducted from total expenses of the underlying fund if the rebate is made for the purpose of avoiding duplication of fees between the two investment funds. PART 16 ADDITIONAL FILING REQUIREMENTS 16.1 Application ‑ This Part applies to an investment fund that is a reporting issuer. 16.2 Additional Filing Requirements ‑ If an investment fund sends to its securityholders any disclosure document other than those required by this Instrument, the investment fund must file a copy of the document on the same date as, or as soon as practicable after, the date on which the document is sent to its securityholders. 16.3 Voting Results ‑ An investment fund must, promptly following a meeting of securityholders at which a matter was submitted to a vote, file a report that discloses, for each matter voted upon: (a) a brief description of the matter voted upon and the outcome of the vote; and (b) if the vote was conducted by ballot, the number and percentage of votes cast, which includes votes cast in person and by proxy, for, against, or withheld from, each vote. 16.4 Filing of Material Contracts ‑ An investment fund that is not subject to National Instrument 81‑101 Mutual Fund Prospectus Disclosure, or securities legislation that imposes a similar requirement, must file a copy of any material contract of the investment fund not previously filed, or any amendment to any material contract of the investment fund not previously filed: (a) with the final prospectus of the investment fund; or (b) upon the execution of the material contract or amendment. PART 16.1 INVESTMENT FUND WEBSITE 16.1.1 Application This Part applies to an investment fund that is a reporting issuer. 16.1.2 Requirement to Have a Designated Website (1) An investment fund must designate one qualifying website on which the fund intends to post disclosure as required by securities legislation. (2) In this section, a ‘qualifying website’ of an investment fund is a website that is (a) publicly accessible, and (b) established and maintained by the fund or on its behalf by one or more of the following persons: (i) its investment fund manager; (ii) a person or company designated by its investment fund manager. 1403 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) The designated website referred to in (1) must be identified as the designated website in the following, as applicable: (a) Item 19.13 of Form 41‑101F2, if the investment fund last distributed securities under a prospectus prepared in accordance with that form; (b) Item 2.18 of Part D of Form 41‑101F3, if the scholarship plan last distributed securities under a prospectus prepared in accordance with that form; (c) Item 4.19 of Form 81‑101F1, if the mutual fund last distributed securities under a prospectus prepared in accordance with that form; (d) Item 10.11 of Form 81‑101F2, if the investment fund is required to file an annual information form under section 9.2 of this Instrument. PART 17 EXEMPTIONS 17.1 Exemption (1) The regulator or 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. (2) Despite subsection (1), in Ontario only the regulator may grant an exemption from any part of this Instrument. PART 18 EFFECTIVE DATE AND TRANSITION 18.1 Effective Date ‑ This Instrument comes into force on June 1, 2005. 18.2 Repealed. 29 Aug 2008 SR 72/2008 s6. 18.3 Repealed. 29 Aug 2008 SR 72/2008 s6. 18.4 Repealed. 29 Aug 2008 SR 72/2008 s6. 18.5 Repealed. 29 Aug 2008 SR 72/2008 s6. 18.5.1 Transition to IFRS (1) For the first interim period in the financial year beginning on or after January 1, 2014, an investment fund must file, with its interim financial report for that interim period, an opening statement of financial position as at the date of transition to IFRS. (2) For the first financial year beginning on or after January 1, 2014, an investment fund must file, with its annual financial statements for that financial year, an audited opening statement of financial position as at the date of transition to IFRS. (3) Despite sections 3.1, 3.2, 3.3, 3.4 and 3.6, for financial years beginning before January 1, 2014, an investment fund may present line items and use terminology in its financial statements consistent with the immediately preceding financial year. 18.5.2 Securities Lending ‑ For financial years beginning before January 1, 2016, an investment fund is not required to comply with subsections 3.8(4) and (5). 1404 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 18.6 Existing Exemptions (1) An investment fund that has obtained an exemption or waiver from, or approval under, securities legislation, National Policy 39, National Instrument 81‑101 Mutual Fund Prospectus Disclosure, National Instrument 81‑102 Investment Funds, National Instrument 81‑104 Commodity Pools or National Instrument 81‑105 Mutual Fund Sales Practices relating to its continuous disclosure obligations is exempt from any substantially similar provision of this Instrument to the same extent and on the same conditions, if any, as contained in the exemption, waiver or approval, unless the regulator or securities regulatory authority has revoked that exemption, waiver or approval under authority provided to it in securities legislation. (2) An investment fund must, at the time that it first intends to rely on subsection (1) in connection with a filing requirement under this Instrument, inform the securities regulatory authority in writing of: (a) the general nature of the prior exemption, waiver or approval and the date on which it was granted; and (b) the provision in respect of which the prior exemption, waiver or approval applied and the substantially similar provision of this Instrument. 18.7 Transitional Before September 6, 2022, if an investment fund has not designated a website as its designated website, the reference to “designated website in paragraph 12.2.1(g) of National Instrument 81‑106 Investment Fund Continuous Disclosure must be read as a reference to the investment fund’s or its manager’s website. 18.8 Transitional Before September 6, 2022, an investment fund is not required to comply with National Instrument 81‑106 Investment Fund Continuous Disclosure, as amended by The Securities Commission (Adoption of National Instruments) (NI 13‑101, NI 41‑101, NI 81‑101, NI 81‑102, NI 81‑106, NI 81‑107 and MI 13‑102) Amendment Regulations, 2022, if the investment fund complies with (a) National Instrument 81‑101 Mutual Fund Prospectus Disclosure as it was in force on January 5, 2022, and (b) in the case of a mutual fund to which National Instrument 81‑101 Mutual Fund Prospectus Disclosure applies, National Instrument 81‑101 Mutual Fund Prospectus Disclosure as it was in force on January 5, 2022, (c) in the case of an investment fund not referred to in paragraphs (a) and (b), National Instrument 41‑101 General Prospectus Requirements as it was in force on January 5, 2022, and (d) National Instrument 81‑106 Investment Fund Continuous Disclosure as it was in force on January 5, 2022. 1405 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 18.9 Transitional Before January 1, 2027, if an investment fund complies with sections 3.2 and 3.3 and subsection 3.6(1) of National Instrument 81‑106 Investment Fund Continuous Disclosure as they were in force on April 21, 2026, the investment fund is not required to comply with those provisions of National Instrument 81‑106 Investment Fund Continuous Disclosure as amended by this Instrument. NATIONAL INSTRUMENT 81‑106 INVESTMENT FUND CONTINUOUS DISCLOSURE FORM 81‑106F1 CONTENTS OF ANNUAL AND INTERIM MANAGEMENT REPORT OF FUND PERFORMANCE PART A INSTRUCTIONS AND INTERPRETATION Item 1 General (a) The Form The Form describes the disclosure required in an annual or interim management report of fund performance (MRFP) of an investment fund. Each item of the Form outlines disclosure or format requirements. Instructions to help you comply with these requirements are printed in italic type. (b) Plain Language An MRFP must state the required information concisely and in plain language (as defined in National Instrument 81‑101 Mutual Fund Prospectus Disclosure). Refer to Part 1 of Companion Policy 81‑106CP for a discussion concerning plain language and presentation. When preparing an MRFP, respond as simply and directly as is reasonably possible and include only as much information as is necessary for readers to understand the matters for which you are providing disclosure. (c) Format Present the MRFP in a format that assists readability and comprehension. The Form generally does not mandate the use of a specific format to achieve these goals, except in the case of disclosure of financial highlights and past performance as required by Items 3 and 4 of each of Parts B and C of the Form; that disclosure must be presented in the format specified in the Form. An MRFP must use the headings and sub‑headings shown in the Form. Within this framework, investment funds are encouraged to use, as appropriate, tables, captions, bullet points or other organizational techniques that assist in presenting the required disclosure clearly and concisely. Disclosure provided in response to any item does not need to be repeated elsewhere. The interim MRFP must use the same headings as used in the annual MRFP. The Form does not prohibit including information beyond what the Form requires. An investment fund may include artwork and educational material (as defined in National Instrument 81‑101 Mutual Fund Prospectus Disclosure) in its annual and interim MRFP. However, an investment fund must take reasonable care to ensure that including such material does not obscure the required information and does not lengthen the MRFP excessively. 1406 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) Focus on Material Information You do not need to disclose information that is not material. You do not need to respond to any item in this Form that is inapplicable and you may omit negative answers. (e) What is Material? Would a reasonable investor’s decision to buy, sell or hold securities of an investment fund likely be influenced or changed if the information in question was omitted or misstated? If so, the information is material. In determining whether information is material, take into account both quantitative and qualitative factors. (f) Terminology All references to “net assets” or “net assets per security” in this Form are references to total equity or net assets attributable to securityholders determined in accordance with Canadian GAAP as presented in the financial statements of the investment fund. Investment funds must use net assets as shown on the financial statements in the “The Fund’s Net Assets per [Unit/Share]” table. All other calculations for the purposes of the MRFP must be made using net asset value. Item 2 Management Discussion of Fund Performance The management discussion of fund performance is an analysis and explanation that is designed to complement and supplement an investment fund’s financial statements. The discussion is the equivalent to the corporate management discussion and analysis (MD&A) with specific modifications for investment funds. It provides the manager of an investment fund with the opportunity to discuss the investment fund’s position and financial results for the relevant period. The discussion is intended to give a reader the ability to look at the investment fund through the eyes of management by providing both a historical and prospective analysis of the investment activities and operations of the investment fund. Coupled with the financial highlights, this information should enable readers to better assess the investment fund’s performance and future prospects. Focus the management discussion on material information about the performance of the investment fund, with particular emphasis on known material trends, commitments, events, risks or uncertainties that the manager reasonably expects to have a material effect on the investment fund’s future performance or investment activities. The description of the disclosure requirements is intentionally general. This Form contains a minimum number of specific instructions in order to allow, as well as encourage, investment funds to discuss their activities in the most appropriate manner and to tailor their comments to their individual circumstances. 1407 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART B CONTENT REQUIREMENTS FOR ANNUAL MANAGEMENT REPORT OF FUND PERFORMANCE Item 1 First Page Disclosure The first page of an annual MRFP must contain disclosure in substantially the following words: “This annual management report of fund performance contains financial highlights but does not contain the complete annual financial statements of the investment fund. You can get a copy of the annual financial statements at your request, and at no cost, by calling [toll‑free/collect call telephone number], by writing to us at [insert address] or by visiting our website at [insert the address of the designated website] or SEDAR+ at www.sedarplus.com. Securityholders may also contact us using one of these methods to request a copy of the investment fund’s interim financial report, proxy voting policies and procedures, proxy voting disclosure record or quarterly portfolio disclosure.” INSTRUCTION: If the MRFP is bound with the financial statements of the investment fund, modify the first page wording appropriately. Item 2 Management Discussion of Fund Performance 2.1 Investment Objective and Strategies Disclose under the heading “Investment Objective and Strategies” a brief summary of the fundamental investment objective and strategies of the investment fund. INSTRUCTION: Disclosing the fundamental investment objective provides investors with a reference point for assessing the information contained in the MRFP. It must be a concise summary of the fundamental investment objective and strategies of the investment fund, and not merely copied from the prospectus. 2.2 Risk Disclose under the heading “Risk” a discussion of how changes to the investment fund over the financial year affected the overall level of risk associated with an investment in the investment fund. INSTRUCTION: Ensure that the discussion is not merely a repeat of information contained in the prospectus of the investment fund, but rather a discussion that reflects any changes in risk level of the investment fund over the financial year. Consider how the changes in the risks associated with an investment in the investment fund affect the suitability or investor risk tolerance stated in the prospectus or offering document. All investment funds should refer to Items 9 and 10 of Part B of Form 81‑101F1 as if those sections applied to them. 1408 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2.3 Results of Operations (1) Under the heading “Results of Operations” provide a summary of the results of operations of the investment fund for the financial year to which the MDFP pertains, including a discussion of: (a) any material changes in investments in specific portfolio assets and overall asset mix from the previous period; (b) how the composition and changes to the composition of the investment portfolio relate to the investment fund’s fundamental investment objective and strategies or to changes in the economy, markets or unusual events; (c) unusual trends in redemptions or sales and the effect of these on the investment fund; (d) significant components and changes to the components of revenue and expenses; (e) risks, events, trends and commitments that had a material effect on past performance; and (f) unusual or infrequent events or transactions, economic changes and market conditions that affected performance. (2) An investment fund that borrows money, other than immaterial operating overdrafts, must disclose: (a) the minimum and maximum amount borrowed during the period; (b) the percentage of net assets of the investment fund that the borrowing represented as of the end of the period; (c) how the borrowed money was used; and (d) the terms of the borrowing arrangements. (3) An investment fund that uses leverage must disclose, (a) a brief explanation on the sources of leverage including cash borrowing, short selling or use of specified derivatives, used during the reporting period, (b) the lowest and highest level of aggregate exposure to those sources of leverage in the period, and (c) a brief explanation of the significance of the lowest and highest levels of aggregate exposure to those sources of leverage to the investment fund including the impact of the use of specified derivatives for hedging purposes. INSTRUCTIONS: (1) Explain the nature of and reasons for changes in the investment fund’s performance. Do not only disclose the amount of change in a financial statement item from period to period. Avoid the use of boilerplate wording. Your discussion must be prepared in a manner that will assist a reasonable reader to understand the significant factors that have affected the investment fund’s performance. (2) For the purposes of the disclosure required in Item 2.3(3)(b), an investment fund must calculate its aggregate exposure to sources of leverage in accordance with section 2.9.1 of National Instrument 81‑102 Investment Funds. 1409 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) In discussing the impact of the use of specified derivatives for hedging purposes on the investment fund’s calculation of its aggregate exposure to sources of leverage, the fund must discuss by how much the aggregate exposure was reduced by subtracting the notional value of the fund’s specified derivatives positions that are hedging transactions as is contemplated in paragraph 2.9.1(2)(c) of National Instrument 81‑102 Investment Funds. 2.4 Recent Developments Under the heading “Recent Developments” discuss the developments affecting the investment fund, including: (a) known changes to the strategic position of the investment fund; (b) known material trends, commitments, events or uncertainties that might reasonably be expected to affect the investment fund; (c) changes to the manager or portfolio adviser, or change of control of the manager, of the investment fund; (d) the effects of any actual or planned reorganizations, mergers or similar transactions; (e) the estimated effects of changes in accounting policies adopted subsequent to year end; and (f) changes to the composition or members of the independent review committee of the investment fund. INSTRUCTIONS: (1) Preparing the management discussion necessarily involves some degree of prediction or projection. The discussion must describe anticipated events, decisions, circumstances, opportunities and risks that management considers reasonably likely to materially impact performance. It must also describe management’s vision, strategy and targets. (2) There is no requirement to provide forward‑looking information. If any forward‑looking information is provided, it must contain a statement that the information is forward‑looking, a description of the factors that may cause actual results to differ materially from the forward‑looking information, your material assumptions and appropriate risk disclosure and cautionary language. You must also discuss any forward‑looking information disclosed for a prior period which, in light of intervening events and absent further explanations, may be misleading. 2.5 Related Party Transactions Under the heading “Related Party Transactions” discuss any transactions involving related parties to the investment fund. INSTRUCTIONS: (1) In determining who is a related party, investment funds should look to the Handbook. In addition, related parties include the manager and portfolio adviser (or their affiliates) and a broker or dealer related to any of the investment fund, its manager or portfolio adviser. (2) When discussing related party transactions, include the identity of the related party, the relationship to the investment fund, the purpose of the transaction, the measurement basis used to determine the recorded amount and any ongoing commitments to the related party. 1410 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) Related party transactions include portfolio transactions with related parties of the investment fund. When discussing these transactions, include the dollar amount of commission, spread or any other fee that the investment fund paid to any related party in connection with a portfolio transaction. (4) If the investment fund has an independent review committee, state whether the investment fund has relied on the positive recommendation or approval of the independent review committee to proceed with the transaction, and provide details of any conditions or parameters surrounding the transaction imposed by the independent review committee in its positive recommendation or approval. (5) Item 2.5 does not apply to an investment fund that complies with section 2.5 of National Instrument 81‑107 Independent Review Committee for Investment Funds. Item 3 Financial Highlights 3.1 Financial Highlights (1) Provide selected financial highlights for the investment fund under the heading “Financial Highlights” in the form of the following tables, appropriately completed, and introduced using the following words: “The following tables show selected key financial information about the Fund and are intended to help you understand the Fund’s financial performance for the past [insert number] years. The Fund’s Net Assets per [Unit/Share](1) [insert year] [insert year] [insert year] [insert year] [insert year] Net Asset Value, beginning of year $ $ $ $ $ Increase (decrease) from operations: total revenue $ $ $ $ $ total expenses [excluding distributions] $ $ $ $ $ realized gains (losses) for the period $ $ $ $ $ unrealized gains (losses) for the period $ $ $ $ $ Total increase (decrease) $ $ $ $ $ from operations (2) Distributions: From net investment income $ $ $ $ $ (excluding dividends) From dividends $ $ $ $ $ From capital gains $ $ $ $ $ Return of capital $ $ $ $ $ Total Annual Distributions(3) $ $ $ $ $ Net asset value at [insert last day $ $ $ $ $ of financial year] of year shown (1) This information is derived from the Fund’s audited annual financial statements. The net assets per security presented in the financial statements differs from the net asset value calculated for fund pricing purposes. [An explanation of these differences can be found in the notes to the financial statements./This difference is due to [explain].] 1411 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) Net assets and distributions are based on the actual number of [units/shares] outstanding at the relevant time. The increase/decrease from operations is based on the weighted average number of [units/shares] outstanding over the financial period. (3) Distributions were [paid in cash/reinvested in additional [units/shares] of the Fund, or both]. Ratios and Supplemental Data [insert year] [insert year] [insert year] [insert year] [insert year] Total net assets (000’s)(1) $ $ $ $ $ Number of [units/shares] outstanding(1 Management expense ratio(2) % % % % % Management expense ratio before % % % % % waivers or absorptions Trading expense ratio(3) % % % % % Portfolio turnover rate(4) % % % % % Net asset value per [unit/share] % % % % % Closing market price [if applicable] $ $ $ $ $ (1) This information is provided as at [insert date of end of financial year] of the year shown. (2) Management expense ratio is based on total expenses (excluding [distributions], commissions and other portfolio transaction costs) for the stated period and is expressed as an annualized percentage of daily average net asset value during the period. (3) The trading expense ratio represents total commissions and other portfolio transaction costs expressed as an annualized percentage of daily average net asset value during the period. (4) The Fund’s portfolio turnover rate indicates how actively the Fund’s portfolio adviser manages its portfolio investments. A portfolio turnover rate of 100% is equivalent to the Fund buying and selling all of the securities in its portfolio once in the course of the year. The higher a fund’s portfolio turnover rate in a year, the greater the trading costs payable by the fund in the year, and the greater the chance of an investor receiving taxable capital gains in the year. There is not necessarily a relationship between a high turnover rate and the performance of a fund. (2) Repealed. 29 Aug 2008 SR 72/2008 s6. (3) Modify the table appropriately for corporate investment funds. (4) Show the financial highlights individually for each class or series, if a multi‑class fund. (5) Provide per unit or per share amounts to the nearest cent, and provide percentage amounts to two decimal places. (6) Except for net assets, net value and distributions, calculate per unit/share values on the basis of the weighted average number of unit/shares outstanding over the financial period. (7) Provide the selected financial information required by this Item in chronological order for each of the five most recently completed financial years of the investment fund for which audited financial statements have been filed, with the information for the most recent financial year in the first column on the left of the table. (7.1)(a) For financial years beginning before January 1, 2014, the financial highlights may be derived from the investment fund’s financial statements prepared in accordance with subsection 2.6(1) of the Instrument. (b) For financial periods beginning on or after January 1, 2014, derive the financial highlights from the investment fund’s financial statements prepared in accordance with subsection 2.6(2) of the Instrument. 1412 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) Despite paragraph (a), in an annual MRFP for a financial year beginning on or after January 1, 2014, derive the financial highlights for the immediately preceding financial year from financial statements prepared in accordance with subsection 2.6(2) of the Instrument. (d) If the financial highlights relate to financial periods beginning both before and on or after January 1, 2014, disclose, in a note to the table, the accounting principles applicable to each period. (8) If the investment fund has merged with another investment fund, include in the table only the financial information of the continuing investment fund. (9) Calculate the management expense ratio of the investment fund as required by Part 15 of the Instrument. Include a brief description of the method of calculating the management expense ratio in a note to the table. (10) If the investment fund: (a) changed, or proposes to change, the basis of the calculation of the management fees or of the other fees, charges or expenses that are charged to the investment fund; or (b) introduces or proposes to introduce a new fee, and if the change would have had an effect on the management expense ratio for the last completed financial year of the investment fund if the change had been in effect throughout that financial year, disclose the effect of the change on the management expense ratio in a note to the “Ratios and Supplemental Data” table. (11) Do not include disclosure concerning portfolio turnover rate for a money market fund. (12)(a) Calculate the trading expense ratio by dividing: (i) the total commissions and other portfolio transaction costs disclosed in the statement of operations, by; (ii) the same denominator used to calculate the management expense ratio. (b) If an investment fund invests in securities of other investment funds, calculate the trading expense ratio using the methodology required for the calculation of the management expense ratio in section 15.2 of the Instrument, making reasonable assumptions or estimates when necessary. (13) Provide the closing market price only if the investment fund is traded on an exchange. INSTRUCTIONS: (1) Calculate the investment fund’s portfolio turnover rate by dividing the lesser of the amounts of the cost of purchases and proceeds of sales of portfolio securities for the financial year by the average of the value of the portfolio securities owned by the investment fund in the financial year. Calculate the monthly average by totalling the values of portfolio securities as at the beginning and end of the first month of the financial year and as at the end of each of the succeeding 11 months and dividing the sum by 13. Exclude from both numerator and denominator amounts relating to all portfolio securities having a remaining term to maturity on the date of acquisition by the investment fund of one year or less. 1413 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) Further to instruction (1), include: (a) proceeds from a short sale in the value of the portfolio securities sold during the period; (b) the cost of covering a short sale in the value of portfolio securities purchased during the period; (c) premiums paid to purchase options in the value of portfolio securities purchased during the period; and (d) premiums received from the sale of options in the value of the portfolio securities sold during the period. (3) If the investment fund acquired the assets of another investment fund in exchange for its own shares during the financial year in a purchase‑of‑assets transaction, exclude from the calculation of portfolio turnover rate the value of securities acquired and sold to realign the fund’s portfolio. Adjust the denominator of the portfolio turnover computation to reflect these excluded purchases and sales and disclose them in a footnote 3.2 Scholarship Plans An investment fund that is a scholarship plan must comply with Item 3.1, except that the following table must replace “The Fund’s Net Assets per [Unit/Share]” table and the “Ratios and Supplemental Data” table. Financial & Operating Highlights (with comparative figures) [insert year] [insert year] [insert year] [insert year] [insert year] Statement of Financial Position Total Assets $ $ $ $ $ Net Assets $ $ $ $ $ % change of Net Assets % % % % % Statement of Comprehensive Income Scholarship Awards $ $ $ $ $ Canadian Education $ $ $ $ $ Savings Grant Net investment income $ $ $ $ $ Other Total number of [agreements/units] in plans % change in the total % % % % % number of agreements 3.3 Management Fees Disclose the basis for calculating the management fees paid by the investment fund and a breakdown of the services received in consideration of the management fees, as a percentage of management fees. 1414 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) INSTRUCTION: The disclosure must list the major services paid for out of the management fees, including portfolio adviser compensation, waived or absorbed expenses, trailing commissions and sales commissions, if applicable. Services may be grouped together so that commercially sensitive information, such as the specific compensation paid to a portfolio adviser or the manager’s profit, is not determinable. Item 4 Past Performance 4.1 General (1) In responding to the requirements of this Item, an investment fund must comply with sections 15.2, 15.3, 15.9, 15.10, 15.11 and 15.14 of National Instrument 81‑102 Investment Funds as if those sections applied to the annual MRFP. (2) Despite the specific requirements of this Item, do not provide performance data for any period if the investment fund was not a reporting issuer at all times during the period. (3) Set out in the footnotes to the chart or table required by this Item the assumptions relevant to the calculation of the performance information, including any assumptions or estimates made in order to calculate the return on the short portfolio, if applicable. Include a statement of the significance of the assumption that distributions are reinvested for taxable investments. (4) In a general introduction to the “Past Performance” section, indicate, as applicable, that: (a) the performance information shown assumes that all distributions made by the investment fund in the periods shown were reinvested in additional securities of the investment fund; (b) the performance information does not take into account sales, redemption, distribution or other optional charges that would have reduced returns or performance; and (c) how the investment fund has performed in the past does not necessarily indicate how it will perform in the future. (5) Use a linear scale for each axis of the bar chart required by this Item. (6) The x‑axis must intersect the y‑axis at 0 for the “Year‑by‑Year Returns” bar chart. 4.2 Year‑by‑Year Returns (1) Provide a bar chart, under the heading “Past Performance” and under the sub‑heading “Year‑by‑Year Returns”, that shows, in chronological order with the most recent year on the right of the bar chart, the annual total return of the investment fund for the lesser of: (a) each of the 10 most recently completed financial years; and (b) each of the completed financial years in which the investment fund has been in existence and which the investment fund was a reporting issuer. 1415 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) Provide an introduction to the bar chart that: (a) indicates that the bar chart shows the investment fund’s annual performance for each of the years shown, and illustrates how the investment fund’s performance has changed from year to year; and (b) indicates that the bar chart shows, in percentage terms, how much an investment made on the first day of each financial year would have grown or decreased by the last day of each financial year. (3) If the investment fund holds short portfolio positions, show separately the annual total return for both the long portfolio positions and the short portfolio positions in addition to the overall total return. 4.3 Annual Compound Returns (1) If the investment fund is not a money market fund, disclose, in the form of a table, under the sub‑heading “Annual Compound Returns”: (a) the investment fund’s past performance for the ten, five, three and one year periods ended on the last day of the investment fund’s financial year; and (b) if the investment fund was a reporting issuer for more than one and less than 10 years, the investment fund’s past performance since the inception of the investment fund. (2) Include in the table, for the same periods for which the annual compound returns of the investment fund are provided, the historical annual compound total returns or changes of: (a) one or more appropriate broad‑based securities market indices; and (b) at the option of the investment fund, one or more non‑securities indices or narrowly‑based market indices that reflect the market sectors in which the investment fund invests. (3) Include a brief description of the broad‑based securities market index (or indices) and provide a discussion of the relative performance of the investment fund as compared to that index. (4) If the investment fund includes in the table an index that is different from the one included in the most recently filed MRFP, explain the reasons for the change and include the disclosure required by this Item for both the new and former indices. (5) Calculate the annual compound return in accordance with the requirements of Part 15 of National Instrument 81‑102 Investment Funds. (6) If the investment fund holds short portfolio positions, show separately the annual compound returns for both the long and the short portfolio positions in addition to the overall annual compound returns. INSTRUCTIONS: (1) An “appropriate broad‑based securities market index” is one that: (a) is administered by an organization that is not affiliated with any of the mutual fund, its manager, portfolio adviser or principal distributor, unless the index is widely recognized and used; and (b) has been adjusted by its administrator to reflect the reinvestment of dividends on securities in the index or interest on debt. 1416 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) It may be appropriate for an investment fund that invests in more than one type of security to compare its performance to more than one relevant index. For example, a balanced fund may wish to compare its performance to both a bond index and an equity index. (3) In addition to the appropriate broad‑based securities market index, the investment fund may compare its performance to other financial or narrowly‑based securities indices (or a blend of indices) that reflect the market sectors in which the investment fund invests or that provide useful comparatives to the performance of the investment fund. For example, an investment fund could compare its performance to an index that measured the performance of certain sectors of the stock market (e.g. communications companies, financial sector companies, etc.) or to a non‑securities index, such as the Consumer Price Index, so long as the comparison is not misleading. 4.4 Scholarship Plans An investment fund that is a scholarship plan must comply with this Item, except that year‑by‑year returns and annual compound returns must be calculated based on the scholarship plan’s total portfolio adjusted for cash flows. Item 5 Summary of Investment Portfolio (1) Include, under the heading “Summary of Investment Portfolio”, a summary of the investment fund’s portfolio as at the end of the financial year of the investment fund to which the annual MRFP pertains. (2) The summary of investment portfolio: (a) must break down the entire portfolio of the investment fund into appropriate subgroups, and must show the percentage of the aggregate net asset value of the investment fund constituted by each subgroup; (b) must disclose the top 25 positions held by the investment fund, each expressed as a percentage of net asset value of the investment fund; (c) must disclose long positions separately from short positions; and (d) must disclose separately the total percentage of net asset value represented by the long positions and by the short positions. (3) Indicate that the summary of investment portfolio may change due to ongoing portfolio transactions of the investment fund and a quarterly update is available. INSTRUCTIONS: (1) The summary of investment portfolio is designed to give the reader an easily accessible snapshot of the portfolio of the investment fund as at the end of the financial year for which the annual MRFP pertains. As with the other components of the annual MRFP, care should be taken to ensure that the information in the summary of investment portfolio is presented in an easily accessible and understandable way. (2) The Canadian securities regulatory authorities have not prescribed the names of the categories into which the portfolio should be broken down. An investment fund should use the most appropriate categories given the nature of the fund. If appropriate, an investment fund may use more than one breakdown, for instance 1417 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 showing the portfolio of the investment fund broken down according to security type, industry, geographical locations, etc. (3) Instead of a table, the disclosure required by (2)(a) of this Item may be presented in the form of a pie chart. (4) If the investment fund owns more than one class of securities of an issuer, those classes should be aggregated for the purposes of this Item, however, debt and equity securities of an issuer must not be aggregated. (5) Portfolio assets other than securities should be aggregated if they have substantially similar investment risks and profiles. For instance, gold certificates should be aggregated, even if they are issued by different financial institutions. (6) Treat cash and cash equivalents as one separate discrete category. (7) In determining its holdings for purposes of the disclosure required by this Item, an investment fund should, for each long position in a derivative that is held by the investment fund for purposes other than hedging and for each index participation unit held by the investment fund, consider that it holds directly the underlying interest of that derivative or its proportionate share of the securities held by the issuer of the index participation unit. (8) If an investment fund invests substantially all of its assets directly or indirectly (through the use of derivatives) in securities of one other fund, list only the 25 largest holdings of the other investment fund by percentage of net asset value of the other investment fund, as disclosed by the other investment fund as at the most recent quarter end.

(9) If the investment fund invests in other investment funds, include a statement to the effect that the prospectus and other information about the underlying investment funds are available on the investment fund’s designated website and at www.sedarplus.com. (10) A labour sponsored or venture capital fund must disclose its top 25 positions, but is not required to express any of its venture investments as a percentage of the fund’s net asset value if it complies with the conditions in Part 8 of the Instrument to be exempt from disclosing the individual current values of venture investments in its statement of investment portfolio. Item 6 Other Material Information Provide any other material information relating to the investment fund not otherwise required to be disclosed by this Part, including information required to be disclosed pursuant to an order or exemption received by the investment fund. 1418 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART C CONTENT REQUIREMENTS FOR INTERIM MANAGEMENT PART C REPORT OF FUND PERFORMANCE Item 1 First Page Disclosure The first page of an interim MRFP must contain disclosure in substantially the following words: “This interim management report of fund performance contains financial highlights, but does not contain either interim or annual financial statements of the investment fund. You can get a copy of the interim or annual financial statements at your request, and at no cost, by calling [toll‑free/collect call telephone number], by writing to us at [insert address] or by visiting our website at [insert the address of the designated website] or SEDAR at www. sedarplus.com. This interim management report of fund performance contains financial highlights but does not contain either the interim financial report or annual financial statements of the investment fund. You can get a copy of the interim financial report or annual financial statements at your request, and at no cost, by calling [toll‑free/collect call telephone number], by writing to us at [insert address] or by visiting our website at [insert the address of the designated website] or SEDAR at www.sedar.com.” INSTRUCTION: If the MRFP is bound with the financial statements of the investment fund, modify the first page wording appropriately. Item 2 Management Discussion of Fund Performance 2.1 Results of Operations Update the analysis of the investment fund’s results of operations provided in the most recent annual MRFP. Discuss any material changes to any of the components listed in Item 2.3 of Part B. 2.2 Recent Developments If there have been any significant developments affecting the investment fund since the most recent annual MRFP, discuss those developments and their impact on the investment fund, in accordance with the requirements of Item 2.4 of Part B. 2.3 Related Party Transactions Provide the disclosure required by Item 2.5 of Part B. INSTRUCTIONS: (1) If the first MRFP you file in this Form is not an annual MRFP, you must provide all the disclosure required by Part B, except for Items 3 and 4, in the first MRFP. (2) The discussion in an interim MRFP is intended to update the reader on material developments since the date of the most recent annual MRFP. You may assume the reader has access to your annual MRFP, so it is not necessary to restate all of the information contained in the most recent annual discussion. (3) The discussion in an interim MRFP should deal with the financial period to which the interim MRFP pertains. 1419 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 3 Financial Highlights (1) Provide the disclosure required by Item 3.1 of Part B, with an additional column on the left of the table representing the interim period. (2) Provide the disclosure required by Item 3.3 of Part B of the form. INSTRUCTION: If the distributions cannot be allocated by type at the end of the interim period, provide only total distributions by unit/share. Item 4 Past Performance Provide a bar chart prepared in accordance with Item 4.2 of Part B, and include the total return calculated for the interim period. Item 5 Summary of Investment Portfolio (1) Include a summary of investment portfolio as at the end of the financial period to which the interim MRFP pertains. (2) The summary of investment portfolio must be prepared in accordance with Item 5 of Part B. Item 6 Other Material Information Provide any other material information relating to the investment fund not otherwise required to be disclosed by this Part including information required to be disclosed pursuant to an order or exemption received by the investment fund. 10 Jne 2005 SR 49/2005 s11; 10 Nov 2006 SR 104/2006 s8; 25 Jly 2008 SR 59/2008 s5; 29 Aug 2008 SR 72/2008 s6; 8 Jly 2011 SR 41/2011 s20; 29 Jne 2012 SR 43/2012 s6; 17 May 2013 SR 33/2013 s11; 24 Jan 2014 SR 1/2014 s7; 12 Sep 2014 SR 77/2014 s13; 24 Mar 2017 SR 23/2017 s4; 1 Jne 2018 SR 38/2018 s9; 4 Jan 2019 SR 99/2018 s7; 18 Feb 2022 SR 1/2022 s6; 18 Feb 2022 SR 2/2022 s7; 30 Jne 2023 SR 47/2023 s15; 7 Mar 2025 SR 11/2024 s5; 17 Apr 2026 SR 22/2026 s5. 1420 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 1421 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XLI [clause 2(oo)] NATIONAL INSTRUMENT 58-101 DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES PART I DEFINITIONS AND APPLICATIONS 1.1 Definitions - In this Instrument: “AIF” has the same meaning as in NI 51-102; “asset-backed security” has the same meaning as in NI 51-102; “CEO” means a chief executive officer; “code” means a code of business conduct and ethics; “CSE senior tier” has the same meaning as ‘senior tier’ as defined in section 1.3 of the listing rules of the Canadian Securities Exchange, as amended from time to time; “executive officer” has the same meaning as in NI 51-102; “major subsidiary” has the same meaning as in National Instrument 55-104 Insider Reporting Requirements and Exemptions; “marketplace” has the same meaning as in National Instrument 21-101 Marketplace Operation; “MD&A” has the same meaning as in NI 51-102; “NI 51-102” means National Instrument 51-102 Continuous Disclosure Obligations; “NI 52-110” means National Instrument 52-110 Audit Committees; “SEDAR+” has the same meaning as in National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+); “significant security holder means, in relation to an issuer, a security holder that: (a) owns or controls 10% or more of any class of the issuer’s voting securities; or (b) is able to affect materially the control of the issuer, whether alone or by acting in concert with others; “subsidiary entity” has the meaning set out in NI 52-110; “U.S. marketplace” means an exchange registered as of the effective date of this Instrument as a ‘national securities exchange’ under section 6 of the 1934 Act, or the Nasdaq Stock Market; and 1422 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “venture issuer” means a reporting issuer that, at the end of its most recently completed financial year, (a) did not have any of its securities listed or quoted on any of the Toronto Stock Exchange, Cboe Canada Inc., a U.S. marketplace, or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the AQSE Growth Market operated by Aquis Stock Exchange Limited, and (b) was not a CSE senior tier issuer. 1.2 Meaning of Independence (1) For the purposes of this instrument, a director is independent if he or she would be independent within the meaning of section 1.4 of NI 52-110. (2) Repealed. 4 Apr 2008 SR 18/2008 s7. 1.3 Application - This Instrument applies to a reporting issuer other than: (a) an investment fund or issuer of asset-backed securities, as defined in NI 51-102; (b) a designated foreign issuer or SEC foreign issuer, as defined in National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers; (c) an exchangeable security issuer or credit support issuer that is exempt under sections 13.3 and 13.4 of NI 51-102, as applicable; and (d) an issuer that is a subsidiary entity, if: (i) the issuer does not have equity securities, other than non-convertible, non-participating preferred securities, trading on a marketplace; and (ii) the person or company that owns the issuer is: (A) subject to the requirements of this Instrument; or (B) an issuer that has securities listed or quoted on a U.S. marketplace, and is in compliance with the corporate governance disclosure requirements of that U.S. marketplace. PART 2 DISCLOSURE AND FILING REQUIREMENTS 2.1 Required Disclosure (1) If management of an issuer, other than a venture issuer, solicits a proxy from a security holder of the issuer for the purpose of electing directors to the issuer’s board of directors, the issuer must include in its management information circular the disclosure required by Form 58-101F1. (2) An issuer, other than a venture issuer, that does not send a management information circular to its security holders must provide the disclosure required by Form 58-101F1 in its AIF. 2.2 Venture Issuers (1) If management of a venture issuer solicits a proxy from a security holder of the venture issuer for the purpose of electing directors to the issuer’s board of directors, the venture issuer must include in its management information circular the disclosure required by Form 58-101F2. 1423 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) A venture issuer that does not send a management information circular to its security holders must provide the disclosure required by Form 58-101F2 in its AIF or annual MD&A. 2.3 Filing of Code - If an issuer has adopted or amended a written code, the issuer must file a copy of the code or amendment on SEDAR+ no later than the date on which the issuer’s next financial statements must be filed, unless a copy of the code or amendment has been previously filed. PART 3 EXEMPTIONS AND EFFECTIVE DATE 3.1 Exemptions (1) The securities regulatory authority or regulator may grant an exemption from this rule, in whole or in part, subject to any conditions or restrictions imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant an exemption. 3.2 Effective Date (1) This Instrument comes into force on June 30, 2005. (2) Despite subsection (1), sections 2.1 and 2.2 only apply to management information circulars, AIFs and annual MD&A, as the case may be, which are filed following an issuer’s financial year ending on or after June 30, 2005. FORM 58-101F1 CORPORATE GOVERNANCE DISCLOSURE 1. Board of Directors (a) Disclose the identity of directors who are independent. (b) Disclose the identity of directors who are not independent, and describe the basis for that determination. (c) Disclose whether or not a majority of directors are independent. If a majority of directors are not independent, describe what the board of directors (the board) does to facilitate its exercise of independent judgement in carrying out its responsibilities. (d) If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer. (e) Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year. If the independent directors do not hold such meetings, describe what the board does to facilitate open and candid discussion among its independent directors. 1424 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (f) Disclose whether or not the chair of the board is an independent director. If the board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the board has neither a chair that is independent nor a lead director that is independent, describe what the board does to provide leadership for its independent directors. (g) Disclose the attendance record of each director for all board meetings held since the beginning of the issuer’s most recently completed financial year. 2. Board Mandate - Disclose the text of the board’s written mandate. If the board does not have a written mandate, describe how the board delineates its role and responsibilities. 3. Position Descriptions (a) Disclose whether or not the board has developed written position descriptions for the chair and the chair of each board committee. If the board has not developed written position descriptions for the chair and/or the chair of each board committee, briefly describe how the board delineates the role and responsibilities of each such position. (b) Disclose whether or not the board and CEO have developed a written position description for the CEO. If the board and CEO have not developed such a position description, briefly describe how the board delineates the role and responsibilities of the CEO. 4. Orientation and Continuing Education (a) Briefly describe what measures the board takes to orient new directors regarding: (i) the role of the board, its committees and its directors; and (ii) the nature and operation of the issuer’s business. (b) Briefly describe what measures, if any, the board takes to provide continuing education for its directors. If the board does not provide continuing education, describe how the board ensures that its directors maintain the skill and knowledge necessary to meet their obligations as directors. 5. Ethical Business Conduct (a) Disclose whether or not the board has adopted a written code for the directors, officers and employees. If the board has adopted a written code: (i) disclose how a person or company may obtain a copy of the code; (ii) describe how the board monitors compliance with its code, or if the board does not monitor compliance, explain whether and how the board satisfies itself regarding compliance with its code; and (iii) provide a cross-reference to any material change report filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code. 1425 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) Describe any steps the board takes to ensure directors exercise independent judgement in considering transactions and agreements in respect of which a director or executive officer has a material interest. (c) Describe any other steps the board takes to encourage and promote a culture of ethical business conduct. 6. Nomination of Directors (a) Describe the process by which the board identifies new candidates for board nomination. (b) Disclose whether or not the board has a nominating committee composed entirely of independent directors. If the board does not have a nominating committee composed entirely of independent directors, describe what steps the board takes to encourage an objective nomination process. (c) If the board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee. 7. Compensation (a) Describe the process by which the board determines the compensation for the issuer’s directors and officers. (b) Disclose whether or not the board has a compensation committee composed entirely of independent directors. If the board does not have a compensation committee composed entirely of independent directors, describe what steps the board takes to ensure an objective process for determining such compensation. (c) If the board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee. (d) Repealed. 17 Feb 2012 SR 4/2012 s4. 8. Other Board Committees - If the board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function. 9. Assessments - Disclose whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the board satisfies itself that the board, its committees, and its individual directors are performing effectively. 10. Director Term Limits and Other Mechanisms of Board Renewal (Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Québec and Saskatchewan only) – Disclose whether or not the issuer has adopted term limits for the directors on its board or other mechanisms of board renewal and, if so, include a description of those director term limits or other mechanisms of board renewal. If the issuer has not adopted director term limits or other mechanisms of board renewal, disclose why it has not done so. 1426 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 11. Policies Regarding the Representation of Women on the Board (Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Québec and Saskatchewan only) – (a) Disclose whether the issuer has adopted a written policy relating to the identification and nomination of women directors. If the issuer has not adopted such a policy, disclose why it has not done so. (b) If an issuer has adopted a policy referred to in (a), disclose the following in respect of the policy: (i) a short summary of its objectives and key provisions; (ii) the measures taken to ensure that the policy has been effectively implemented; (iii) annual and cumulative progress by the issuer in achieving the objectives of the policy; and (iv) whether and, if so, how the board or its nominating committee measures the effectiveness of the policy. 12. Consideration of the Representation of Women in the Director Identification and Selection Process (Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Québec and Saskatchewan only) – Disclose whether and, if so, how the board or nominating committee considers the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board. If the issuer does not consider the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board, disclose the issuer’s reasons for not doing so. 13. Consideration Given to the Representation of Women in Executive Officer Appointments (Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Québec and Saskatchewan only) – Disclose whether and, if so, how the issuer considers the level of representation of women in executive officer positions when making executive officer appointments. If the issuer does not consider the level of representation of women in executive officer positions when making executive officer appointments, disclose the issuer’s reasons for not doing so. 14. Issuer’s Targets Regarding the Representation of Women on the Board and in Executive Officer Positions (Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Québec and Saskatchewan only) – (a) For purposes of this Item, a ‘target’ means a number or percentage, or a range of numbers or percentages, adopted by the issuer of women on the issuer’s board or in executive officer positions of the issuer by a specific date. (b) Disclose whether the issuer has adopted a target regarding women on the issuer’s board. If the issuer has not adopted a target, disclose why it has not done so. 1427 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) Disclose whether the issuer has adopted a target regarding women in executive officer positions of the issuer. If the issuer has not adopted a target, disclose why it has not done so. (d) If the issuer has adopted a target referred to in either (b) or (c), disclose: (i) the target; and (ii) the annual and cumulative progress of the issuer in achieving the target. 15. Number of Women on the Board and in Executive Officer Positions (Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Québec and Saskatchewan only) – (a) Disclose the number and proportion (in percentage terms) of directors on the issuer’s board who are women. (b) Disclose the number and proportion (in percentage terms) of executive officers of the issuer, including all major subsidiaries of the issuer, who are women. INSTRUCTIONS (1) This Form applies to both corporate and non-corporate entities. Reference to a particular corporate characteristic, such as a board, includes any equivalent characteristic of a non-corporate entity. Income trust issuers must provide disclosure in a manner which recognizes that certain functions of a corporate issuer, its board and its management may be performed by any or all of the trustees, the board or management of a subsidiary of the trust, or the board, management or employees of a management company. In the case of an income trust, references to the issuer refer to both the trust and any underlying entities, including the operating entity. (2) If the disclosure required by Item 1 is included in a management information circular distributed to security holders of the issuer for the purpose of electing directors to the issuer’s board of directors, provide disclosure regarding the existing directors and any proposed directors. (3) Disclosure regarding board committees made under Item 8 of this Form may include the existence and summary content of any committee charter. (3.1) Issuers may incorporate disclosure regarding compensation made under Item 7 of this Form by reference to the information required to be included in Form 51-102F6 Statement of Executive Compensation. Clearly identify the information that is incorporated by reference into this Form. (4) An issuer may disclose any additional information that is relevant in order to understand the context of the information disclosed by the issuer under Item 15(a) or (b) of this Form. 1428 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (5) An issuer may incorporate information required to be disclosed under Items 10 to 15 by reference to another document. The issuer must clearly identify the reference document or any excerpt of it that the issuer incorporates into the disclosure provided under Items 10 to 15. Unless the issuer has already filed the reference document or excerpt under its SEDAR+ profile, the issuer must file it at the same time as it files the document containing the disclosure required under this Form. FORM 58-101F2 CORPORATE GOVERNANCE DISCLOSURE (Venture Issuers) 1. Board of Directors - Disclose how the board of directors (the board) facilitates its exercise of independent supervision over management, including: (i) the identity of directors that are independent; and (ii) the identity of directors who are not independent, and the basis for that determination. 2. Directorships - If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer. 3. Orientation and Continuing Education - Describe what steps, if any, the board takes to orient new board members, and describe any measures the board takes to provide continuing education for directors. 4. Ethical Business Conduct - Describe what steps, if any, the board takes to encourage and promote a culture of ethical business conduct. 5. Nomination of Directors - Disclose what steps, if any, are taken to identify new candidates for board nomination, including: (i) who identifies new candidates; and (ii) the process of identifying new candidates. 6. Compensation - Disclose what steps, if any, are taken to determine compensation for the directors and CEO, including: (i) who determines compensation; and (ii) the process of determining compensation. 7. Other Board Committees - If the board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function. 8. Assessments - Disclose what steps, if any, that the board takes to satisfy itself that the board, its committees, and its individual directors are performing effectively. INSTRUCTIONS: 1429 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (1) This form applies to both corporate and non-corporate entities. Reference to a particular corporate characteristic, such as a board, includes any equivalent characteristic of a non-corporate entity. Income trust issuers must provide disclosure in a manner which recognizes that certain functions of a corporate issuer, its board and its management may be performed by any or all of the trustees, the board or management of a subsidiary of the trust, or the board, management or employees of a management company. In the case of an income trust, references to ‘the issuer’ refer to both the trust and any underlying entities, including the operating entity. (2) If the disclosure required by Items 1 and 2 is included in a management information circular distributed to security holders of the issuer for the purpose of electing directors to the issuer’s board of directors, provide disclosure regarding the existing directors and any proposed directors. (3) Disclosure regarding board committees made under Item 7 of this Form may include the existence and summary content of any committee charter. 30 Jne 2005 SR 61/2005 s5; 11 Jan 2008 SR 128/2007 s8; 4 Apr 2008 SR 18/2008 s7; 17 Feb 2012 SR 4/2012 s4; 5 Dec 2014 SR 94/2014 s4; 4 Dec 2015 SR 104/2015 s10; 30 Jne 2023 SR 47/2023 s16; 22 Aug 2025 SR 67/2025 s10. 1430 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 1431 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XLII [clause 2(pp)] MULTILATERAL INSTRUMENT 11-101 PRINCIPAL REGULATOR SYSTEM Repealed. 2 Oct 2009 SR 81/2009 s12. PART XLIII [clause 2(qq)] National Instrument 45-106 Prospectus Exemptions PART 1 DEFINITIONS AND INTERPRETATION Definitions 1.1 In this Instrument: “accredited investor” means: (a) except in Ontario, a Canadian financial institution, or a Schedule III bank; (b) except in Ontario, the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); (c) except in Ontario, a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary; (d) except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer; (e) an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d); (e.1) an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); (f) except in Ontario, the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada; (g) except in Ontario, a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec; (h) except in Ontario, any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; 1432 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (i) except in Ontario, a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada; (j) an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000; (j.1) an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 000 000; (k) an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; (l) an individual who, either alone or with a spouse, has net assets of at least $5,000,000; (m) a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements; (n) an investment fund that distributes or has distributed its securities only to: (i) a person that is or was an accredited investor at the time of the distribution; (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment], or 2.19 [Additional investment in investment funds]; or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment]; (o) an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt; (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, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be; (q) a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; (r) a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give 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) to (d) or paragraph (i) in form and function; 1433 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (t) a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors; (u) an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; (v) a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor; or (w) a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse. “acquisition date” has the same meaning as in the issuer’s GAAP; “AIF” means: (a) an AIF as defined in National Instrument 51-102 Continuous Disclosure Obligations; (b) a prospectus filed in a jurisdiction, other than a prospectus filed under a CPC instrument, if the issuer has not filed or been required to file an AIF or annual financial statements under National Instrument 51-102 Continuous Disclosure Obligations; or (c) a QT circular if the issuer has not filed or been required to file annual financial statements under National Instrument 51-102 Continuous Disclosure Obligations subsequent to filing a QT circular; “asset pool” means a pool of cash-flow generating assets in which an issuer of a securitized product has a direct or indirect ownership or security interest; “asset transaction” means a transaction or series of transactions in which a conduit acquires a direct or indirect ownership or security interest in an asset pool in connection with issuing a short-term securitized product; “collective investment vehicle” means either of the following: (a) an investment fund; (b) any other issuer, the primary purpose of which is to invest money provided by its security holders in a portfolio of securities other than securities of subsidiaries of the issuer; “conduit” means an issuer of a short-term securitized product (a) created to conduct one or more asset transactions, and (b) in respect of which it is reasonable for the issuer to expect that, in the event of a bankruptcy or insolvency proceeding under the Bankruptcy and Insolvency Act (Canada), the Companies Creditors’ Arrangement Act (Canada) or a proceeding under similar legislation in Canada, a jurisdiction of Canada or a foreign jurisdiction, 1434 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (i) none of the assets in an asset pool of the issuer in which the issuer has an ownership interest will be consolidated with the assets of a third party that transferred or participated in the transfer of assets to the issuer prior to satisfaction in full of all securitized products that are backed in whole or in part by the assets transferred by the third party, or (ii) for the assets in an asset pool of the issuer in which the issuer has a security interest, the issuer will realize against the assets in that asset pool in priority to the claims of other persons; “CPC instrument” means a rule, regulation or policy of the TSX Venture Exchange Inc. that applies only to capital pool companies, and, in Quebec, includes Policy Statement 41-601Q, Capital Pool Companies; “credit enhancement” means a method used to reduce the credit risk of a series or class of securitized product; “debt security” means any bond, debenture, note or similar instrument representing indebtedness, whether secured or unsecured; “designated rating” has the same meaning as in National Instrument 81-102 Investment Funds; “designated rating organization” has the same meaning as in National Instrument 44-101 Short Form Prospectus Distributions; “director” means: (a) a member of the board of directors of a company or an individual who performs similar functions for a company; and (b) with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company; “DRO affiliate” has the same meaning as in section 1 of National Instrument 25-101 Designated Rating Organizations; “eligibility adviser” means: (a) a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed; and (b) in Manitoba, also means a lawyer who is a practising member in good standing with a law society of a jurisdiction of Canada or a chartered professional accountant who is a member in good standing of an organization of chartered professional accountants in a jurisdiction of Canada provided that the lawyer or chartered professional accountant must not: (i) have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons; and (ii) have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months; 1435 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “eligible investor” means: (a) a person whose: (i) net assets, alone or with a spouse, in the case of an individual, exceed $400,000; (ii) net income before taxes exceeded $75,000 in each of the 2 most recent calendar years and who reasonably expects to exceed that income level in the current calendar year; or (iii) net income before taxes, alone or with a spouse, in the case of an individual, exceeded $125,000 in each of the 2 most recent calendar years and who reasonably expects to exceed that income level in the current calendar year; (b) a person 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 or executors are eligible investors; (f) an accredited investor; (g) a person described in section 2.5 [Family, friends and business associates]; or (h) in Manitoba, Northwest Territories, Nunavut, Prince Edward Island and Yukon, a person that has obtained advice regarding the suitability of the investment and, if the person is resident in a jurisdiction of Canada, that advice has been obtained from an eligibility adviser; “executive officer” means, for an issuer, an individual who is: (a) a chair, vice-chair or president; (b) a vice-president in charge of a principal business unit, division or function including sales, finance or production; or (c) performing a policy-making function in respect of the issuer; “financial assets” means: (a) cash; (b) securities; or (c) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation; “financial statements” includes interim financial reports; “founder” means, in respect of an issuer, a person who: (a) acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer; and 1436 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) at the time of the distribution or trade is actively involved in the business of the issuer; “fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction; “investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure; “issuer’s GAAP” has the same meaning as in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards; “liquidity provider” means a person that is obligated to provide funds to a conduit to enable the conduit to pay principal or interest in respect of a maturing securitized product; “marketplace” has the same meaning as in National Instrument 21-101 Marketplace Operation; “market price” means, for securities of a class for which there is a published market, (a) except as provided in paragraph (b), (i) if the published market provides a daily closing price, the average of the daily closing price of securities of that class on the published market for each of the trading days on which there was a daily closing price falling not more than 20 trading days immediately before the day as of which the market price is being determined, or (ii) if the published market does not provide a daily closing price, but provides only the highest and lowest daily prices of securities of the class traded, the average of the averages of the highest and lowest daily prices of securities of the class on the published market for each of the trading days on which there were highest and lowest daily prices falling not more than 20 trading days immediately before the day as of which the market price is being determined, or (b) if trading of securities of the class on the published market has occurred on fewer than 10 of the immediately preceding 20 trading days, the average of the following amounts established for each of the 20 trading days immediately before the day as of which the market price is being determined: (i) the average of the closing bid and closing ask prices for each day on which there was no trading; (ii) if the published market (A) provides a closing price of securities of that class on the published market for each day that there was trading, the closing price, or (B) provides only the highest and lowest prices, the average of the highest and lowest prices of securities of that class on the published market for each day that there was trading; “material contract” means any contract that an issuer or any of its subsidiaries is a party to that is material to the issuer; 1437 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “MD&A” has the same meaning as in National Instrument 51-102 Continuous Disclosure Obligations; “non-redeemable investment fund” has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure; “person” includes: (a) an individual; (b) a corporation; (c) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not; and (d) an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative; “private enterprise” has the same meaning as in Part 3 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards; “professional association” means an association or other organization, whether incorporated or not, of real property appraisers that (a) has its head office in Canada, (b) admits its members on the basis of their academic qualifications, experience and ethical fitness, (c) requires its members to meet standards of competence and comply with a code of ethics it has established or endorsed, (d) requires or encourages its members to engage in continuing professional development, and (e) under the powers conferred by statute or under an agreement, may suspend or expel its members if misconduct occurs; “publicly accountable enterprise” has the same meaning as in Part 3 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards; “published market” means, for a class of securities, a marketplace on which the securities are traded, if the prices at which they have been traded on that marketplace are regularly (a) disseminated electronically, or (b) published in a newspaper or business or financial publication of general and regular paid circulation; “QT circular” means an information circular or filing statement in respect of a qualifying transaction for a capital pool company filed under a CPC instrument; “qualified appraiser” means an individual who (a) regularly performs property appraisals for compensation, (b) is a member of a professional association and holds the designation, certification or licence to act as an appraiser for the class of property appraised, and (c) is in good standing with the professional association referred to in paragraph (b); “qualifying issuer” means a reporting issuer in a jurisdiction of Canada that: 1438 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) Repealed. 30 Jne 2023 SR 47/2023 s17; (b) has filed all documents required to be filed under the securities legislation of that jurisdiction; and (c) if not required to file an AIF, has filed in the jurisdiction: (i) an AIF for its most recently completed financial year for which annual statements are required to be filed; and (ii) copies of all material incorporated by reference in the AIF not previously filed; “real estate activities” means activities, the primary purpose of which is to generate for security holders income or gain from the lease, sale or other disposition of real property but, for greater certainty, does not include any of the following: (a) activities in respect of a ‘mineral project’, as defined in National Instrument 43-101 Standards of Disclosure for Mineral Projects; (b) ‘oil and gas activities’ as defined in National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities; (c) in Québec, activities relating to the forms of investments subject to Regulation Respecting Real Estate Prospectus and Registration Exemptions (Québec); “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; “related party” means any of the following: (a) a director, officer, promoter or control person of an issuer; (b) in regard to an individual referred to in paragraph (a), a child, parent, grandparent, sibling or other relative living in the same residence; (c) in regard to an individual referred to in paragraph (a) or (b), the individual’s spouse; (d) an insider of an issuer; (e) a person controlled by a person referred to in paragraphs (a) to (d), or controlled by a person referred to in paragraphs (a) to (d) acting jointly or in concert with another person; (f) in the case of a person referred to in paragraph (a) or (d) that is not an individual, a person that, alone or together with one or more persons acting jointly or in concert, controls that person” “retrospective” has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises; “retrospectively” has the same meaning as in Canadian GAAP applicable to publicly accountable enterprises; 1439 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “RRIF” means a registered retirement income fund as defined in the Income Tax Act (Canada); “RRSP” means a registered retirement savings plan as defined in the Income Tax Act (Canada); “Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada); “securitized product” means a security that (a) is governed by a trust indenture or similar agreement setting out the rights and protections applicable to a holder of the security, (b) provides a holder with a direct or indirect ownership or security interest in one or more asset pools, and (c) entitles a holder to one or more payments of principal or interest primarily obtained from one or more of the following: (i) the proceeds from the distribution of securitized products; (ii) the cash flows generated by one or more asset pools; (iii) the proceeds obtained on the liquidation of one or more assets in one or more asset pools; “SEDAR filer” Repealed. 30 Jne 2023 SR 47/2005 s17; “self-directed RESP” means an educational savings plan registered under the Income Tax Act (Canada): (a) that is structured so that a contribution by a subscriber to the plan is deposited directly into an account in the name of the subscriber;

and (b) under which the subscriber maintains control and direction over the plan to direct how the assets of the plan are to be held, invested or reinvested subject to compliance with the Income Tax Act (Canada); “short-term securitized product” means a securitized product that is a negotiable promissory note or commercial paper that matures not more than one year from the date of issue; “spouse” means, an individual who: (a) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual; (b) is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender; or (c) in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); “successor credit rating organization” has the same meaning as in National Instrument 44-101 Short Form Prospectus Distributions; “subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary; 1440 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “syndicated mortgage” means a mortgage in which two or more persons participate, directly or indirectly, as a lender in a debt obligation that is secured by the mortgage; “TFSA” means a tax-free savings account as described in the Income Tax Act (Canada). 1.1.1 In this Instrument, in Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan “date of transition to IFRS” has the same meaning as in National Instrument 51-102 Continuous Disclosure Obligations; “exempt market dealer” has the same meaning as in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; “first IFRS financial statements” has the same meaning as in National Instrument 51-102 Continuous Disclosure Obligations; “investment dealer” has the same meaning as in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; “new financial year” means the financial year of an issuer that immediately follows a transition year; “old financial year” means the financial year of an issuer that immediately precedes a transition year; “OM marketing materials” means a written communication, other than an OM standard term sheet, intended for prospective purchasers regarding a distribution of securities under an offering memorandum delivered under section 2.9 [Offering memorandum] that contains material facts relating to an issuer, securities or an offering; “OM standard term sheet” means a written communication intended for prospective purchasers regarding a distribution of securities under an offering memorandum delivered under section 2.9 [Offering memorandum] that (a) is dated, (b) includes the following legend, or words to the same effect, on the first page: “This document does not provide disclosure of all information required for an investor to make an informed investment decision. Investors should read the offering memorandum, especially the risk factors relating to the securities offered, before making an investment decision.” (c) contains only the following information in respect of the issuer, the securities or the offering: (i) the name of the issuer; (ii) the jurisdiction or foreign jurisdiction in which the issuer’s head office is located; 1441 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (iii) the statute under which the issuer is incorporated, continued or organized or, if the issuer is an unincorporated entity, the laws of the jurisdiction or foreign jurisdiction under which it is established and exists; (iv) a brief description of the business of the issuer; (v) a brief description of the securities; (vi) the price or price range of the securities; (vii) the total number or dollar amount of the securities, or range of the total number or dollar amount of the securities; (viii) the names of any agent, finder or other intermediary, whether registered or not, involved with the offering and the amount of any commission, fee or discount payable to them; (ix) the proposed or expected closing date of the offering; (x) a brief description of the use of proceeds; (xi) the exchange on which the securities are proposed to be listed, if any, provided that the OM standard term sheet complies with the requirements of securities legislation for listing representations; (xii) in the case of debt securities, the maturity date of the debt securities and a brief description of any interest payable on the debt securities; (xiii) in the case of preferred shares, a brief description of any dividends payable on the securities; (xiv) in the case of convertible securities, a brief description of the underlying securities into which the convertible securities are convertible; (xv) in the case of exchangeable securities, a brief description of the underlying securities into which the exchangeable securities are exchangeable; (xvi) in the case of restricted securities, a brief description of the restriction; (xvii) in the case of securities for which a credit supporter has provided a guarantee or alternative credit support, a brief description of the credit supporter and the guarantee or alternative credit support provided; (xviii) whether the securities are redeemable or retractable; (xix) a statement that the securities are eligible, or are expected to be eligible, for investment in registered retirement savings plans, tax-free savings accounts or other registered plans, if the issuer has received, or reasonably expects to receive, a legal opinion that the securities are so eligible; (xx) contact information for the issuer or any registrant involved, and 1442 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) for the purposes of paragraph (c), ‘brief description’ means a description consisting of no more than three lines of text in type that is at least as large as that used generally in the body of the OM standard term sheet; “portfolio manager” has the same meaning as in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations; “SEC issuer” has the same meaning as in National Instrument 51-102 Continuous Disclosure Obligations; “specified derivative” has the same meaning as in National Instrument 44-102 Shelf Distributions; “structured finance product” has the same meaning as in National Instrument 25-101 Designated Rating Organizations; “transition year’ means the financial year of an issuer in which the issuer has changed its financial year end; “U.S. laws” has the same meaning as in National Instrument 51-102 Continuous Disclosure Obligations. Interpretation of indirect interest 1.2 For the purposes of paragraph (t) of the definition of “accredited investor” in section 1.1, in British Columbia, an indirect interest means an economic interest in the person referred to in that paragraph. Affiliate 1.3 For the purpose of this Instrument, an issuer is an affiliate of another issuer if: (a) one of them is the subsidiary of the other; or (b) each of them is controlled by the same person. Control 1.4 Except in Part 2, Division 4, for the purpose of this Instrument, a person (first person) is considered to control another person (second person) if: (a) the first person beneficially owns or directly or indirectly exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation; (b) the second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of the partnership; or (c) the second person is a limited partnership and the general partner of the limited partnership is the first person. 1443 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Registration requirement 1.5(1) An exemption in this Instrument, that refers to a registered dealer is only available for a trade in a security if the dealer is registered in a category that permits the trade described in the exemption. (2) Repealed. 8 May 2015 SR 43/2015 s4. Definition of distribution - Manitoba 1.6 For the purpose of this Instrument, in Manitoba, “distribution” means a primary distribution to the public. Definition of trade - Québec 1.7 For the purpose of this Instrument, in Québec, “trade” refers to any of the following activities: (a) the activities described in the definition of “dealer” in section 5 of the Securities Act (R.S.Q., c. V-1.1), including the following activities: (i) the sale or disposition of a security by onerous title, whether the terms of payment be on margin, installment or otherwise, but does not include a transfer or the giving in guarantee of securities in connection with a debt or the purchase of a security, except as provided in paragraph (b); (ii) participation as a trader in any transaction in a security through the facilities of an exchange or a quotation and trade reporting system; (iii) the receipt by a registrant of an order to buy or sell a security; (b) a transfer or the giving in guarantee of securities of an issuer from the holdings of a control person in connection with a debt. 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; 1444 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (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. Interpretation of “market price” 1.9 For the purpose of the definition of ‘market price’, if there is more than one published market for a security and (a) only one of the published markets is in Canada, the market price is determined solely by reference to that market, (b) more than one of the published markets are in Canada, the market price is determined solely by reference to the published market in Canada on which the greatest volume of trading in the particular class of securities occurred during the 20 trading days immediately before the day as of which the market price is being determined, and (c) none of the published markets are in Canada, the market price is determined solely by reference to the published market on which the greatest volume of trading in the particular class of securities occurred during the 20 trading days immediately before the day as of which the market price is being determined. PART 2 PROSPECTUS EXEMPTIONS Division 1: Capital Raising Exemptions Rights offering – reporting issuer Refer to Appendix E or National Instrument 45-102 Resale of Securities. First trades are subject to a seasoning period on resale. 2.1(1) In this section and sections 2.1.1, 2.1.2, 2.1.3 and 2.1.4, “additional subscription privilege” means a privilege, granted to a holder of a right, to subscribe for a security not subscribed for by any holder under a basic subscription privilege; “basic subscription privilege” means a privilege to subscribe for the number or amount of securities set out in a rights certificate held by the holder of the rights certificate; “closing date” means the date of completion of the distribution of the securities issued upon exercise of the rights issued under this section; “listing representation” means a representation that a security will be listed or quoted, or that an application has been or will be made to list or quote the security, either on an exchange or on a quotation and trade reporting system, in a foreign jurisdiction; “listing representation prohibition” means the provisions of securities legislation set out in Appendix C; “managing dealer” means a person that has entered into an agreement with an issuer under which the person has agreed to organize and participate in the solicitation of the exercise of the rights issued by the issuer; 1445 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “rights offering circular” means a completed Form 45-106F15 Rights Offering Circular for Reporting Issuers; “rights offering notice” means a completed Form 45-106F14 Rights Offering Notice for Reporting Issuers; “secondary market liability provisions” means the provisions of securities legislation set out in Appendix D opposite the name of the local jurisdiction; “soliciting dealer” means a person whose interest in a distribution of rights is limited to soliciting the exercise of the rights by holders of those rights; “stand-by commitment” means an agreement by a person to acquire the securities of an issuer not subscribed for under the basic subscription privilege or the additional subscription privilege; “stand-by guarantor” means a person who agrees to provide the stand-by commitment. (2) Repealed. 10 Feb 2023 SR 3/2023 s5. (3) The prospectus requirement does not apply to a distribution by an issuer, of a right to purchase a security of the issuer’s own issue, to a security holder of the issuer if all of the following apply: (a) the issuer is a reporting issuer in at least one jurisdiction of Canada; (b) if the issuer is a reporting issuer in the local jurisdiction, the issuer has filed all periodic and timely disclosure documents that it is required to have filed in that jurisdiction as required by each of the following: (i) applicable securities legislation; (ii) an order issued by the regulator or, the securities regulatory authority; (iii) an undertaking to the regulator or, the securities regulatory authority; (c) before the commencement of the exercise period for the rights, the issuer files and sends the rights offering notice to all security holders, resident in Canada, of the class of securities to be issued upon exercise of the rights; (d) concurrently with filing the rights offering notice, the issuer files a rights offering circular; (e) the basic subscription privilege is available on a pro rata basis to the security holders, resident in Canada, of the class of securities to be distributed upon the exercise of the rights; (f) in Québec, the documents filed under paragraphs (c) and (d) are prepared in French or in French and English; (g) the subscription price for a security to be issued upon the exercise of a right is: (i) if there is a published market for the security, lower than the market price of the security on the day the rights offering notice is filed, or 1446 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ii) if there is no published market for the security, lower than the fair value of the security on the day the rights offering notice is filed unless the issuer restricts all of its insiders from increasing their proportionate interest in the issuer through the exercise of the rights distributed or through a stand-by commitment; (h) if the distribution includes an additional subscription privilege, all of the following apply: (i) the issuer grants the additional subscription privilege to all holders of the rights; (ii) each holder of a right is entitled to receive, upon the exercise of the additional subscription privilege, the number or amount of securities equal to the lesser of (A) the number or amount of securities subscribed for by the holder under the additional subscription privilege, and (B) the number or amount calculated in accordance with the following formula: x (y/z) where x = the aggregate number or amount of securities available through unexercised rights after giving effect to the basic subscription privilege; y = the number of rights exercised by the holder under the basic subscription privilege; z = the aggregate number of rights exercised under the basic subscription privilege by holders of the rights that have subscribed for securities under the additional subscription privilege; (iii) all unexercised rights have been allocated on a pro rata basis to holders who subscribed for additional securities under the additional subscription privilege; (iv) the subscription price for the additional subscription privilege is the same as the subscription price for the basic subscription privilege; (i) if the issuer enters into a stand-by commitment, all of the following apply: (i) the issuer has granted an additional subscription privilege to all holders of the rights; (ii) the issuer has included a statement in the rights offering circular that the issuer has confirmed that the stand-by guarantor has the financial ability to carry out its stand-by commitment; (iii) the subscription price under the stand-by commitment is the same as the subscription price under the basic subscription privilege; (j) if the issuer has stated in its rights offering circular that no security will be issued upon the exercise of a right unless a stand-by commitment is provided, or unless proceeds of no less than the stated minimum amount are received by the issuer, all of the following apply: 1447 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (i) the issuer has appointed a depository to hold all money received upon the exercise of the rights until either the stand-by commitment is provided or the stated minimum amount is received and the depository is one of the following: (A) a Canadian financial institution; (B) a registrant in the jurisdiction in which the funds are proposed to be held that is acting as managing dealer for the distribution of the rights or, if there is no managing dealer for the distribution of the rights, that is acting as a soliciting dealer; (ii) the issuer and the depository have entered into an agreement, the terms of which require the depository to return the money referred to in subparagraph (i) in full to the holders of rights that have subscribed for securities under the distribution of the rights if the stand-by commitment is not provided or if the stated minimum amount is not received by the depository during the exercise period for the rights; (k) the rights offering circular contains the following statement: “There is no material fact or material change about [name of issuer] that has not been generally disclosed”. (4) An issuer must not file an amendment to a rights offering circular filed under paragraph (3)(d) unless (a) the amendment amends and restates the rights offering circular, (b) the issuer files the amended rights offering circular before the earlier of (i) the listing date of the rights, if the issuer lists the rights for trading, and (ii) the date the exercise period for the rights commences, and (c) the issuer issues and files a news release explaining the reason for the amendment concurrently with the filing of the amended rights offering circular. (5) On the closing date or as soon as practicable following the closing date, the issuer must issue and file a news release containing all of the following information: (a) the aggregate gross proceeds of the distribution; (b) the number or amount of securities distributed under the basic subscription privilege to (i) all persons who were insiders before the distribution or became insiders as a result of the distribution, as a group, to the knowledge of the issuer after reasonable inquiry, and (ii) all other persons, as a group; (c) the number or amount of securities distributed under the additional subscription privilege to 1448 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (i) all persons who were insiders before the distribution or became insiders as a result of the distribution, as a group, to the knowledge of the issuer after reasonable inquiry, and (ii) all other persons, as a group; (d) the number or amount of securities distributed under any stand-by commitment; (e) the number or amount of securities of the class issued and outstanding as of the closing date; (f) the amount of any fees or commissions paid in connection with the distribution. (6) Subsection (3) does not apply to a distribution of rights if any of the following apply: (a) there would be an increase of more than 100% in the number, or, in the case of debt, the principal amount, of the outstanding securities of the class to be issued upon the exercise of the rights, assuming the exercise of all rights issued under a distribution of rights by the issuer during the 12 months immediately before the date of the rights offering circular; (b) the exercise period for the rights is less than 21 days, or more than 90 days, and commences after the day the rights offering notice is sent to security holders; (c) the issuer has entered into an agreement that provides for the payment of a fee to a person for soliciting the exercise of rights by holders of rights that were not security holders of the issuer immediately before the distribution under subsection (3) and that fee is higher than the fee payable for soliciting the exercise of rights by holders of rights that were security holders at that time. Rights offering - stand-by commitment Refer to Appendix E of National Instrument 45-102 Resale of Securities. First trades are subject to a seasoning period on resale. 2.1.1 The prospectus requirement does not apply to the distribution of a security by an issuer to a stand-by guarantor as part of a distribution under section 2.1 if the stand-by guarantor acquires the security as principal. Rights offering – issuer with a minimal connection to Canada Refer to Appendix E of National Instrument 45-102 Resale of Securities. First trades are subject to a seasoning period on resale. 2.1.2(1) The prospectus requirement does not apply to a distribution by an issuer, of a right to purchase a security of the issuer’s own issue, to a security holder of the issuer if all of the following apply: (a) to the knowledge of the issuer after reasonable inquiry, (i) the number of beneficial holders of the class for which the rights are issued that are resident in Canada does not constitute 10% or more of all holders of that class, and 1449 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (ii) the number or amount of securities of the issuer of the class for which the rights are issued that are beneficially held by security holders that are resident in Canada does not constitute, in the aggregate, 10% or more of the outstanding securities of that class; (b) all materials sent to any other security holders for the distribution of the rights are concurrently filed and sent to each security holder of the issuer that is resident in Canada; (c) the issuer files a written notice that it is relying on this exemption and a certificate that states that, to the knowledge of the person signing the certificate after reasonable inquiry, (i) the number of beneficial holders of the class for which the rights are issued that are resident in Canada does not constitute 10% or more of all holders of that class, and (ii) the number or amount of securities of the issuer of the class for which the rights are issued that are beneficially held by security holders that are resident in Canada does not constitute, in the aggregate, 10% or more of the outstanding securities of that class. (2) For the purposes of paragraph (1)(c), a certificate of an issuer must be signed, (a) if the issuer is a limited partnership, by an officer or director of the general partner of the issuer, (b) if the issuer is a trust, by a trustee or officer or director of a trustee of the issuer, or (c) in any other case, by an officer or director of the issuer. Rights offering - listing representation exemption 2.1.3 The listing representation prohibition does not apply to a listing representation made in a rights offering circular for a distribution of rights conducted under section 2.1.2 if the listing representation is not a misrepresentation. Rights offering - civil liability for secondary market disclosure 2.1.4(1) The secondary market liability provisions apply to (a) the acquisition of an issuer’s security pursuant to the exemption from the prospectus requirement set out in section 2.1, and (b) the acquisition of an issuer’s security pursuant to the exemption from the prospectus requirement set out in section 2.42 if the security previously issued by the issuer was acquired pursuant to the exemption set out in section 2.1. (2) For greater certainty, in British Columbia, the classes of acquisitions referred to in subsection (1) are prescribed classes of acquisitions under paragraph 140.2(b) of the Securities Act (British Columbia). Reinvestment plan Refer to Appendix E of National Instrument 45-102 Resale of Securities. First trades are subject to a seasoning period on resale. 1450 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2.2(1) Subject to subsections (3), (4) and (5), the prospectus requirement does not apply to the following distributions by an issuer, or by a trustee, custodian or administrator acting for or on behalf of the issuer, to a security holder of the issuer if the distributions are permitted by a plan of the issuer: (a) a distribution of a security of the issuer’s own issue if a dividend or distribution out of earnings, surplus, capital or other sources payable in respect of the issuer’s securities is applied to the purchase of the security; and (b) subject to subsection (2), a distribution of a security of the issuer’s own issue if the security holder makes an optional cash payment to purchase the security of the issuer that trades on a marketplace. (2) Subsection (1) does not apply unless the aggregate number of securities issued under the optional cash payment referred to in subsection (1)(b) does not exceed, in the financial year of the issuer during which the distribution takes place, 2% of the issued and outstanding securities of the class to which the plan relates as at the beginning of the financial year. (3) A plan that permits a distribution described in subsection (1)(a) or (b) must be available to every security holder in Canada to which the dividend or distribution out of earnings, surplus, capital or other sources is available. (4) Subsection (1) does not apply to a distribution of a security of an investment fund. (5) If the security distributed under a plan described in subsection (1) is of a different class or series than the class or series of the security to which the dividend or distribution is attributable, the issuer or the trustee, custodian or administrator must have provided to each participant that is eligible to receive a security under the plan either a description of the material attributes and characteristics of the security distributed under the plan or notice of a source from which the participant can obtain the information without charge. Accredited investor Refer to Appendix D of National Instrument 45-102 Resale of Securities. First trades are subject to a restricted period on resale. 2.3 (0.1) In this section, “accredited investor exemption” means (a) in a jurisdiction other than Ontario, the prospectus exemption under subsection (1), and (b) in Ontario, the prospectus exemption under subsection 73.3(2) of the Securities Act (Ontario). (1) The prospectus requirement does not apply to a distribution of a security if the purchaser purchases the security as principal and is an accredited investor. (2) Subject to subsection (3), for the purpose of the accredited investor exemption, a trust company or trust corporation described in paragraph (p) of the definition of “accredited investor” in section 1.1 [Definitions] is deemed to be purchasing as principal. (3) Subsection (2) does not apply to a trust company or trust corporation registered under the laws of Prince Edward Island that is not registered or authorized under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada. (4) For the purpose of the accredited investor exemption, a person described in paragraph (q) of the definition of “accredited investor” in section 1.1 [Definitions] is deemed to be purchasing as principal. 1451 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (5) The accredited investor exemption does not apply to a distribution of a security to a person if the person was created, or is used, solely to purchase or hold securities as an accredited investor described in paragraph (m) of the definition of “accredited investor” in section 1.1 [Definitions]. (6) The accredited investor exemption does not apply to a distribution of a security to an individual described in paragraphs (j), (k) or (l) of the definition of ‘accredited investor’ in section 1.1 [Definitions] unless the person distributing the security obtains from the individual a signed risk acknowledgement in the required form at the same time or before that individual signs the agreement to purchase the security. (7) A person relying on the accredited investor exemption to distribute a security to an individual described in paragraphs (j), (k) or (l) of the definition of ‘accredited investor’ in section 1.1 [Definitions] must retain the signed risk acknowledgement required in subsection (6) of this section for 8 years after the distribution. (8) Subsection (1) does not apply in Ontario. Private issuer Refer to Appendix E of National Instrument 45-102 Resale of Securities. First trades are subject to a seasoning period on resale. 2.4(1) In this section: “private issuer” means an issuer: (a) that is not a reporting issuer or an investment fund; (b) the securities of which, other than non-convertible debt 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 by not more than 50 persons, not including employees and former employees of the issuer or its affiliates, provided that each person is counted as one beneficial owner unless the person is created or used solely to purchase or hold securities of the issuer in which case each beneficial owner or each beneficiary of the person, as the case may be, must be counted as a separate beneficial owner; and (c) that: (i) has distributed its securities only to persons described in subsection (2); or (ii) has completed a transaction and immediately following the completion of the transaction, its securities were beneficially owned only by persons described in subsection (2) and since the completion of the transaction has distributed its securities only to persons described in subsection (2). (2) The prospectus requirement does not apply to a distribution of a security of a private issuer to a person who purchases the security as principal and is: (a) a director, officer, employee, founder or control person of the issuer; (b) a director, officer or employee of an affiliate of the issuer; (c) a spouse, parent, grandparent, brother, sister, child or grandchild of a director, executive officer, founder or control person of the issuer; 1452 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) a parent, grandparent, brother, sister, child or grandchild of the spouse of a director, executive officer, founder or control person of the issuer; (e) a close personal friend of a director, executive officer, founder or control person of the issuer; (f) a close business associate of a director, executive officer, founder or control person of the issuer; (g) a spouse, parent, grandparent, brother, sister, child or grandchild of the selling security holder or of the selling security holder’s spouse; (h) a security holder of the issuer; (i) an accredited investor; (j) a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in paragraphs (a) to (i); (k) a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in paragraphs (a) to (i); or (l) a person that is not the public. (2.1) The following persons are prescribed for purposes of subsection 73.4(2) of the Securities Act (Ontario): (a) a director, officer, employee, founder or control person of the issuer, (b) a director, officer or employee of an affiliate of the issuer, (c) a spouse, parent, grandparent, brother, sister, child or grandchild of a director, executive officer, founder or control person of the issuer, (d) a parent, grandparent, brother, sister, child or grandchild of the spouse of a director, executive officer, founder or control person of the issuer, (e) a close personal friend of a director, executive officer, founder or control person of the issuer, (f) a close business associate of a director, executive officer, founder or control person of the issuer, (g) a spouse, parent, grandparent, brother, sister, child or grandchild of the selling security holder or of the selling security holder’s spouse, (h) a security holder of the issuer, (i) an accredited investor, (j) a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in paragraphs (a) to (i), (k) a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in paragraphs (a) to (i), or (l) a person that is not the public. (3) Except for a distribution to an accredited investor, no commission or finder’s fee may be paid to any director, officer, founder or control person of an issuer in connection with a distribution under subsection (2) or, in Ontario, a distribution under subsection 73.4(2) of the Securities Act (Ontario). 1453 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (4) Subsection (2) does not apply to a distribution of a short-term securitized product or a syndicated mortgage. (5) Subsection (2) does not apply in Ontario. (6) In Ontario, subsection 73.4(2) of the Securities Act (Ontario) does not apply to a distribution of a short-term securitized product or a syndicated mortgage. Family, friends and business associates Refer to Appendix D of National Instrument 45-102 Resale of Securities. First trades are subject to a restricted period on resale. 2.5(1) Except in Ontario and subject to section 2.6 [Family, friends and business associates — Saskatchewan], the prospectus requirement does not apply to a distribution of a security to a person who purchases the security as principal and is: (a) a director, executive officer or control person of the issuer, or of an affiliate of the issuer; (b) a spouse, parent, grandparent, brother, sister, child or grandchild of a director, executive officer or control person of the issuer, or of an affiliate of the issuer; (c) a parent, grandparent, brother, sister, child or grandchild of the spouse of a director, executive officer or control person of the issuer or of an affiliate of the issuer; (d) a close personal friend of a director, executive officer or control person of the issuer, or of an affiliate of the issuer; (e) a close business associate of a director, executive 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, grandchild, close personal friend or close business associate of a founder of the issuer; (g) a parent, grandparent, brother, sister, child or grandchild of a spouse of a founder of the issuer; (h) a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in paragraphs (a) to (g); or (i) a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in paragraphs (a) to (g). (2) No commission or finder’s fee may be paid to any director, officer, founder, or control person of an issuer or an affiliate of the issuer in connection with a distribution under subsection (1). (3) Subsection (1) does not apply to a distribution of a short-term securitized product. Family, friends and business associates - Saskatchewan 2.6(1) In Saskatchewan, section 2.5 [Family, friends and business associates] does not apply unless the person making the distribution obtains a signed risk acknowledgement from the purchaser in the required form for a distribution to: (a) a person described in section 2.5(1) (d) or (e) [Family, friends and business associates]; 1454 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) a close personal friend or close business associate of a founder of the issuer; or (c) a person described in section 2.5(1)(h) or (i) [Family, friends and business associates] if the distribution is based in whole or in part on a close personal friendship or close business association. (2) The person making the distribution must retain the required form referred to in subsection (1) for 8 years after the distribution. (3) Subsection (1) does not apply to a distribution of a short-term securitized product. Founder, control person and family - Ontario 2.7(1) In Ontario, the prospectus requirement does not apply to a distribution to a person who purchases the security as principal and is one of the following: (a) a founder of the issuer; (b) an affiliate of a founder of the issuer; (c) a spouse, parent, grandparent, brother, sister, child or grandchild of an executive officer, director or founder of the issuer; (d) a person that is a control person of the issuer. (2) Subsection (1) does not apply to a distribution of a short-term securitized product. Affiliates Refer to Appendix D of National Instrument 45-102 Resale of Securities. First trades are subject to a restricted period on resale. 2.8 The prospectus requirement does not apply to a distribution by an issuer of a security of its own issue to an affiliate of the issuer that is purchasing as principal. Offering memorandum Refer to Appendix D of National Instrument 45-102 Resale of Securities. First trades are subject to a restricted period on resale. 2.9(1) In British Columbia and Newfoundland and Labrador, the prospectus requirement does not apply to a distribution by an issuer of a security of its own issue to a purchaser if: (a) the purchaser purchases the security as principal; and (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 subsections (5) to (13.3); and (ii) obtains a signed risk acknowledgement from the purchaser in compliance with subsection (15). (2) In Manitoba, Northwest Territories, Nunavut, Prince Edward Island and Yukon, the prospectus requirement does not apply to a distribution by an issuer of a security of its own issue to a purchaser if: (a) the purchaser purchases the security as principal; (b) the purchaser is an eligible investor or the acquisition cost to the purchaser does not exceed $10,000; 1455 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) 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 subsections (5) to (13.3); and (ii) obtains a signed risk acknowledgement from the purchaser in compliance with subsection (15); and (d) if the issuer is an investment fund, the investment fund is: (i) a non-redeemable investment fund; or (ii) a mutual fund that is a reporting issuer. (2.1) In Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan, the prospectus requirement does not apply to a distribution by an issuer of a security of its own issue to a purchaser if (a) the purchaser purchases the security as principal, (b) the acquisition cost of all securities acquired by a purchaser who is an individual under this section in the preceding 12 months does not exceed the following amounts: (i) in the case of a purchaser that is not an eligible investor, $10 000; (ii) in the case of a purchaser that is an eligible investor, $30 000; (iii) in the case of a purchaser that is an eligible investor and that received advice from a portfolio manager, investment dealer or exempt market dealer that the investment is suitable, $100 000, (c) 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 subsections (5) to (13.3), and (ii) obtains a signed risk acknowledgement from the purchaser in compliance with subsection (15), and (d) the security distributed by the issuer is not either of the following: (i) a specified derivative; (ii) a structured finance product. (2.2) The prospectus exemption described in subsection (2.1) is not available (a) in Alberta, Nova Scotia and Saskatchewan, to an issuer that is an investment fund, unless the issuer is a non-redeemable investment fund, or a mutual fund that is a reporting issuer, or (b) in New Brunswick, Ontario and Québec, to an issuer that is an investment fund. (2.3) The investment limits described in subparagraphs (2.1)(b)(ii) and (iii) do not apply if the purchaser is (a) an accredited investor, or 1456 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) a person described in subsection 2.5(1) [Family, friends and business associates] (3) In Manitoba, Northwest Territories, Nunavut, Prince Edward Island and Yukon, this section does not apply to a distribution of a security to a person described in paragraph (a) of the definition of “eligible investor” in section 1.1 [Definitions] if that person was created, or is used, solely to purchase or hold securities in reliance on the exemption from the prospectus requirement set out in subsection (2). (3.0.1) In Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan, this section does not apply to a distribution of a security to a person that was created, or is used, solely to purchase or hold securities in reliance on the exemption from the prospectus requirement set out in subsection (2.1) (3.1) Subsections (1), (2) and (2.1) do not apply to a distribution of a short-term securitized product. (4) No commission or finder’s fee may be paid to any person, other than a registered dealer, in connection with a distribution to a purchaser in the Northwest Territories, Nunavut and Yukon under subsection (2). (5) An offering memorandum delivered under this section must be in the required form. (5.1) In Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan, an offering memorandum delivered under subsection (2.1) (a) must incorporate by reference, by way of a statement in the offering memorandum, OM marketing materials related to each distribution under the offering memorandum and delivered or made reasonably available to a prospective purchaser before the termination of the distribution, and (b) is deemed to incorporate by reference OM marketing materials related to each distribution under the offering memorandum and delivered or made reasonably available to a prospective purchaser before the termination of the distribution. (5.2) In Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan, a portfolio manager, investment dealer or exempt market dealer must not distribute OM marketing materials unless the OM marketing materials have been approved in writing by the issuer. (6) If the securities legislation where the purchaser is resident does not provide a comparable right, an offering memorandum delivered under this section 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. (7) If the 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 this section, 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 information or documents 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: 1457 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (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. (8) An offering memorandum delivered under this section must contain a certificate that states the following: “This offering memorandum does not contain a misrepresentation”. (9) If the issuer is a company, a certificate under subsection (8) 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 chief financial officer, an individual acting in that capacity; (b) on behalf of the directors of the issuer, by: (i) any 2 directors who are authorized to sign, other than the persons referred to in paragraph (a); or (ii) all the directors of the issuer; and (c) by each promoter of the issuer. (10) If the issuer is a trust, a certificate under subsection (8) must be signed by: (a) the individuals who perform functions for the issuer similar to those performed by the chief executive officer and the chief financial officer of a company; and (b) each trustee and the manager of the issuer. (10.1) If a trustee or the manager that is signing the certificate of the issuer is: (a) an individual, the individual must sign the certificate; (b) a company, the certificate must be signed: (i) by the chief executive officer and the chief financial officer of the trustee or the manager; and (ii) on behalf of the board of directors of the trustee or the manager, by: (A) any two directors of the trustee or the manager, other than the persons referred to in subparagraph (i);

or (B) all of the directors of the trustee or the manager; 1458 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) a limited partnership, the certificate must be signed by each general partner of the limited partnership as described in subsection (11.1) in relation to an issuer that is a limited partnership; or (d) not referred to in paragraphs (a), (b) or (c), the certificate may be signed by any person or company with authority to act on behalf of the trustee or the manager. (10.2) Despite subsections (10) and (10.1), if the issuer is an investment fund and the declaration of trust, trust indenture or trust agreement establishing the investment fund delegates the authority to do so, or otherwise authorizes an individual or company to do so, the certificate may be signed by the individual or company to whom the authority is delegated or that is authorized to sign the certificate. (10.3) Despite subsections (10) and (10.1), if the trustees of an issuer, other than an investment fund, do not perform functions for the issuer similar to those performed by the directors of a company, the trustees are not required to sign the certificate of the issuer if at least two individuals who perform functions for the issuer similar to those performed by the directors of a company sign the certificate. (11) If the issuer is a limited partnership, a certificate under subsection (8) must be signed by: (a) each individual who performs a function for the issuer similar to any of those performed by the chief executive officer or the chief financial officer of a company; and (b) each general partner of the issuer. (11.1) If a general partner of the issuer is: (a) an individual, the individual must sign the certificate; (b) a company, the certificate must be signed: (i) by the chief executive officer and the chief financial officer of the general partner; and (ii) on behalf of the board of directors of the general partner, by: (A) any two directors of the general partner, other than the persons referred to in subparagraph (i); or (B) all of the directors of the general partner; (c) a limited partnership, the certificate must be signed by each general partner of the limited partnership and, for greater certainty, this subsection applies to each general partner required to sign; (d) a trust, the certificate must be signed by the trustees of the general partner as described in subsection (10) in relation to an issuer that is a trust; or (e) not referred to in paragraphs (a) to (d), the certificate may be signed by any person or company with authority to act on behalf of the general partner. 1459 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (12) If an issuer is not a company, trust or limited partnership, a certificate under subsection (8) must be signed by the persons that, in relation to the issuer, are in a similar position or perform a similar function to any of the persons referred to in subsections (9), (10), (10.1), (10.2), (10.3), (11) and (11.1). (13) Repealed. 30 Jne 2023 SR 46/2023 s3. (13.1) An issuer must not make a misrepresentation in its offering memorandum. (13.2) If a material change with respect to the issuer occurs after the certificate under subsection (8) or (14.1) is signed, and before the issuer accepts an agreement to purchase the security from the purchaser, the issuer must amend the offering memorandum to reflect the material change and deliver the amended offering memorandum to the purchaser. (13.3) An issuer must not deliver an offering memorandum under this section unless the offering memorandum contains sufficient information to enable a reasonable purchaser to make an informed investment decision (14) Repealed. 30 Jne 2023 SR 46/2023 s3. (14.1) An issuer that amends its offering memorandum must include in the amended offering memorandum a newly dated certificate signed in compliance with subsections (9), (10), (10.1), (10.2), (10.3), (11), (11.1) and (12), as applicable (15) A risk acknowledgement under subsection (1), (2) or (2.1) must be in the required form and an issuer relying on subsection (1), (2) or (2.1) must retain the signed risk acknowledgment for 8 years after the distribution. (16) The issuer must: (a) hold in trust all consideration received from the purchaser in connection with a distribution of a security under subsection (1), (2) or (2.1) until midnight on the 2nd business day after the purchaser signs the agreement to purchase the security; and (b) return all consideration to the purchaser promptly if the purchaser exercises the right to cancel the agreement to purchase the security described under subsection (6). (17) An issuer must file a copy of an offering memorandum delivered under this section and any amended offering memorandum on or before the 10th day after the distribution under the offering memorandum or the amended offering memorandum. (17.0.1) An offering memorandum or amended offering memorandum filed under this section must be in a format that allows for the searching of words electronically using reasonably available technology. (17.1) In Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan, the issuer must file with the securities regulatory authority a copy of all OM marketing materials required or deemed to be incorporated by reference into an offering memorandum delivered under this section, 1460 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) if the OM marketing materials are prepared on or before the filing of the offering memorandum, concurrently with the filing of the offering memorandum, or (b) if the OM marketing materials are prepared after the filing of the offering memorandum, within 10 days of the OM marketing materials being delivered or made reasonably available to a prospective purchaser. (17.2) OM marketing materials filed under subsection (17.1) must include a cover page clearly identifying the offering memorandum to which they relate. (17.3) Subsections (17.4) to (17.21) apply to issuers that rely on subsection (2.1) and that are not reporting issuers in any jurisdiction of Canada. (17.4) In Alberta, an issuer must, within 120 days after the end of each of its financial years, file with the securities regulatory authority annual financial statements and make them reasonably available to each holder of a security acquired under subsection (2.1). (17.5) In New Brunswick, Ontario, Québec and Saskatchewan, an issuer must, within 120 days after the end of each of its financial years, deliver annual financial statements to the securities regulatory authority and make them reasonably available to each holder of a security acquired under subsection (2.1). (17.6) In Nova Scotia, an issuer must, within 120 days after the end of each of its financial years, make reasonably available annual financial statements to each holder of a security acquired under subsection (2.1). (17.7) Despite subsections (17.4), (17.5) and (17.6), as applicable, if an issuer is required to file, deliver or make reasonably available annual financial statements for a financial year that ended before the issuer distributed securities under subsection (2.1) for the first time, those annual financial statements must be filed in Alberta, delivered in New Brunswick, Ontario, Québec and Saskatchewan or made reasonably available in Nova Scotia, as applicable, on or before the later of (a) the 60th day after the issuer first distributes securities under subsection (2.1), and (b) the deadline in subsection (17.4), (17.5) or (17.6), as applicable, to file, deliver or make reasonably available the annual financial statements. (17.8) The annual financial statements of an issuer referred to in subsections (17.4), (17.5) and (17.6) must include (a) a statement of comprehensive income, a statement of changes in equity, and a statement of cash flows for (i) the most recently completed financial year, and (ii) the financial year immediately preceding the most recently completed financial year, if any, (b) a statement of financial position as at the end of each of the periods referred to in paragraph (a), 1461 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) in the following circumstances, a statement of financial position as at the beginning of the financial year immediately preceding the most recently completed financial year: (i) the issuer discloses in its annual financial statements an unreserved statement of compliance with IFRS, and (ii) the issuer (A) applies an accounting policy retrospectively in its annual financial statements, (B) makes a retrospective restatement of items in its annual financial statements, or (C) reclassifies items in its annual financial statements, (d) in the case of the issuer’s first IFRS financial statements, the opening IFRS statement of financial position at the date of transition to IFRS, and (e) notes to the annual financial statements. (17.9) If the annual financial statements referred to in subsection (17.8) present the components of profit or loss in a separate income statement, the separate income statement must be displayed immediately before the statement of comprehensive income referred to in subsection (17.8). (17.10) The annual financial statements referred to in subsection (17.8) must be audited. (17.11) Despite subsection (17.10), for the first annual financial statements of an issuer referred to in subsections (17.4), (17.5) and (17.6), comparative information relating to the preceding financial year is not required to be audited if it has not been previously audited. (17.12) Any period referred to in subsection (17.8) that has not been audited must be clearly labelled as unaudited. (17.13) In Alberta, New Brunswick, Ontario, Québec and Saskatchewan, if an issuer decides to change its financial year end by more than 14 days, it must deliver to the securities regulatory authority and make reasonably available to each holder of a security acquired under subsection (2.1) a notice containing the information set out in subsection (17.15) as soon as practicable and, in any event, no later than the earlier of (a) the deadline, based on the issuer’s old financial year end, for the next annual financial statements referred to in subsections (17.4) and (17.5), and (b) the deadline, based on the issuer’s new financial year end, for the next annual financial statements referred to in subsections (17.4) and (17.5). (17.14) In Nova Scotia, if an issuer decides to change its financial year end by more than 14 days, it must make reasonably available to each holder of a security acquired under subsection (2.1) a notice containing the information set out in subsection (17.15) as soon as practicable and, in any event, no later than the earlier of 1462 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) the deadline, based on the issuer’s old financial year end, for the next annual financial statements referred to in subsection (17.6), and (b) the deadline, based on the issuer’s new financial year end, for the next annual financial statements referred to in subsection (17.6). (17.15) The notice referred to in subsections (17.13) and (17.14) must state (a) that the issuer has decided to change its financial year end, (b) the reason for the change, (c) the issuer’s old financial year end, (d) the issuer’s new financial year end, (e) the length and ending date of the periods, including the comparative periods, of the annual financial statements referred to in subsections (17.4), (17.5) and (17.6) for the issuer’s transition year and its new financial year, and (f) the filing deadline for the annual financial statements for the issuer’s transition year. (17.16) If a transition year is less than 9 months in length, the issuer must include as comparative financial information to its annual financial statements for its new financial year (a) a statement of financial position, a statement of comprehensive income, a statement of changes in equity, a statement of cash flows, and notes to the financial statements for its transition year, (b) a statement of financial position, a statement of comprehensive income, a statement of changes in equity, a statement of cash flows, and notes to the financial statements for its old financial year, (c) in the following circumstances, a statement of financial position as at the beginning of the old financial year: (i) the issuer discloses in its annual financial statements an unreserved statement of compliance with IFRS, and (ii) the issuer (A) applies an accounting policy retrospectively in its annual financial statements, (B) makes a retrospective restatement of items in its annual financial statements, or (C) reclassifies items in its annual financial statements, and (d) in the case of the issuer’s first IFRS financial statements, the opening IFRS statement of financial position at the date of transition to IFRS. (17.17) A transition year must not exceed 15 months. (17.18) An SEC issuer satisfies subsections (17.13), (17.14) and (17.16) if (a) it complies with the requirements of U.S. laws relating to a change of fiscal year, and 1463 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) it delivers a copy of all materials required by U.S. laws relating to a change in fiscal year to the securities regulatory authority at the same time as, or as soon as practicable after, they are filed with or furnished to the SEC and, in any event, no later than 120 days after the end of its most recently completed financial year. (17.19) The financial statements of an issuer referred to in subsections (17.4), (17.5) and (17.6) must be accompanied by a notice of the issuer disclosing in reasonable detail the use of the aggregate gross proceeds raised by the issuer under section 2.9 in accordance with Form 45-106F16, unless the issuer has previously disclosed the use of the aggregate gross proceeds in accordance with Form 45-106F16. (17.20) In New Brunswick, Nova Scotia and Ontario, an issuer must make reasonably available to each holder of a security acquired under subsection (2.1) a notice of each of the following events in accordance with Form 45-106F17, within 10 days of the occurrence of the event: (a) a discontinuation of the issuer’s business; (b) a change in the issuer’s industry; (c) a change of control of the issuer. (17.21) An issuer is required to make the disclosure required respectively by subsections (17.4), (17.5), (17.6), (17.19) and (17.20) until the earliest of (a) the date the issuer becomes a reporting issuer in any jurisdiction of Canada, and (b) the date the issuer ceases to carry on business. (17.22) In Ontario, an issuer that is not a reporting issuer in Ontario that distributes securities in reliance on the exemption in subsection (2.1) is designated a market participant under the Securities Act (Ontario). (17.23) In New Brunswick, an issuer that is not a reporting issuer in New Brunswick that distributes securities in reliance on the exemption in subsection (2.1) is designated a market participant under the Securities Act (New Brunswick). (18) Repealed. 5 Aug 2011 SR 48/2011 s8. (19) For the purposes of subsections (19.1), (19.3), (19.6) and (19.7), a qualified appraiser is independent of an issuer if there is no circumstance that, in the opinion of a reasonable person aware of all the relevant facts, could interfere with the qualified appraiser’s judgment regarding the preparation of an appraisal for a property. (19.1) Subsections (1), (2) and (2.1) do not apply to a distribution of a syndicated mortgage by an issuer unless, at the same time or before the issuer delivers an offering memorandum to the purchaser in accordance with subsections (1), (2) or (2.1), the issuer delivers to the purchaser an appraisal of the property subject to the syndicated mortgage that (a) is prepared by a qualified appraiser who is independent of the issuer, 1464 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) includes a certificate signed by the qualified appraiser stating that the appraisal is prepared in accordance with the standards and the code of ethics established or endorsed by the professional association of which the qualified appraiser is a member, (c) provides the appraised fair market value of the property subject to the syndicated mortgage, without considering any proposed improvements or proposed development, and (d) provides the appraised fair market value of the property as at a date that is within 6 months preceding the date that the appraisal is delivered to the purchaser. (19.2) An issuer of a syndicated mortgage relying on an exemption set out in subsection (1), (2) or (2.1) must not make a representation of, or give an opinion as to, the value of a property subject to the syndicated mortgage in any communication related to the distribution under the exemption, unless the issuer has a reasonable basis for that value. (19.3) If an issuer of a syndicated mortgage relying on an exemption set out in subsection (1), (2) or (2.1) discloses in any communication related to the distribution under the exemption any representation of, or opinion as to, the value of a property subject to the syndicated mortgage, other than the appraised fair market value disclosed in the appraisal referred to in subsection (19.1), the issuer must also disclose in that communication, (a) with equal or greater prominence as the representation or opinion, the appraised fair market value referred to in subsection (19.1), (b) the material factors or assumptions used to determine the representation or opinion, and (c) whether or not the representation or opinion was determined by a qualified appraiser who is independent of the issuer. (19.4) The issuer must file a copy of an appraisal delivered under subsection (19.1) with the securities regulatory authority concurrently with the filing of the offering memorandum. (19.5) Subsection (19.6) does not apply to an issuer unless all of the following apply: (a) the issuer is relying on subsection (1), (2) or (2.1); (b) the issuer is engaged in real estate activities; (c) one or both of the following apply: (i) the issuer proposes to acquire an interest in real property from a related party and a reasonable person would believe that the likelihood of the issuer completing the acquisition is high; (ii) except in its financial statements contained in the offering memorandum, the issuer discloses in the offering memorandum a value for an interest in real property. (19.6) An issuer must, at the same time or before the issuer delivers an offering memorandum to the purchaser under subsection (1), (2) or (2.1), deliver to the purchaser an appraisal of the interest in real property referred to in paragraph (19.5)(c) to which all of the following apply: 1465 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (a) the appraisal is prepared by a qualified appraiser that is independent of the issuer; (b) the appraisal includes a certificate signed by a qualified appraiser stating that the appraisal is prepared in accordance with the standards and the code of ethics established or endorsed by the professional association of which the qualified appraiser is a member; (c) the appraisal provides the appraised fair market value of the interest in real property without considering any proposed improvements to or proposed development of the interest; (d) the appraised fair market value referred to in paragraph (c) is as at a date that is within 6 months preceding the date that the appraisal is delivered to the purchaser. (19.7) If an issuer relying on subsection (1), (2) or (2.1) is engaged in real estate activities, the issuer must not disclose in any communication related to the distribution a representation of, or opinion as to, a value for an interest in real property referred to in paragraph (19.5)(c), other than the appraised fair market value disclosed in the appraisal referred to in subsection (19.6), unless the issuer has a reasonable basis for that value. (19.8) If an issuer relying on subsection (1), (2) or (2.1) is engaged in real estate activities, and discloses in any communication related to the distribution a representation of, or opinion as to, a value for an interest in real property referred to in paragraph (19.5)(c), other than the appraised fair market value disclosed in the appraisal referred to in subsection (19.6), the issuer must also disclose in that communication: (a) with equal or greater prominence as the representation or opinion, the appraised fair market value referred to in subsection (19.6); (b) the material factors or assumptions used to determine the representation or opinion; and (c) whether or not the representation or opinion was determined by a qualified appraiser who is independent of the issuer. (19.9) An issuer must file a copy of any appraisal delivered under subsection (19.6) concurrently with the filing of the offering memorandum or any amended offering memorandum or, if the appraisal is produced after the filing of the offering memorandum or any amended offering memorandum, on or before the 10th day after the first distribution for which the appraisal was required to be delivered to a purchaser Minimum amount investment Refer to Appendix D of National Instrument 45-102 Resale of Securities. First trades are subject to a restricted period on resale. 2.10 The prospectus requirement does not apply to a distribution of a security to a person if all of the following apply: (a) that person is not an individual; (b) that person purchases as principal; 1466 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) the security has an acquisition cost to that person of not less than $150 000 paid in cash at the time of the distribution; (d) the distribution is of a security of a single issuer. (2) Subsection (1) does not apply to a distribution of a security to a person if the person was created, or is used, solely to purchase or hold securities in reliance on the exemption from the prospectus requirement set out in subsection (1). Division 2: Transaction Exemptions Business combination and reorganization Refer to Appendix E of National Instrument 45-102 Resale of Securities. First trades are subject to a seasoning period on resale. 2.11 The prospectus requirement does not apply to a distribution of a security in connection with: (a) an amalgamation, merger, reorganization or arrangement that is under a statutory procedure; (b) an amalgamation, merger, reorganization or arrangement that: (i) is described in an information circular made pursuant to National Instrument 51-102 Continuous Disclosure Obligations or in a similar disclosure record and the information circular or similar disclosure record is delivered to each security holder whose approval of the amalgamation, merger, reorganization or arrangement is required before it can proceed; and (ii) is approved by the security holders referred to in subparagraph (i); or (c) a dissolution or winding-up of the issuer. Asset acquisition Refer to Appendix D of National Instrument 45-102 Resale of Securities. First trades are subject to a restricted period on resale. 2.12 The prospectus requirement does not apply to a distribution by an issuer of a security of its own issue to a person as consideration for the acquisition, directly or indirectly, of the assets of the person, if those assets have a fair value of not less than $150,000. Petroleum, natural gas and mining properties Refer to Appendix D of National Instrument 45-102 Resale of Securities. First trades are subject to a restricted period on resale. 2.13 The prospectus requirement does not apply to a distribution by an issuer of a security of its own issue as consideration for the acquisition, directly or indirectly, of petroleum, natural gas or mining properties or any interest in them. Securities for debt Refer to Appendix D of National Instrument 45-102 Resale of Securities. First trades are subject to a restricted period on resale. 2.14 The prospectus requirement does not apply to a distribution by a reporting issuer of a security of its own issue to a creditor to settle a bona fide debt of that reporting issuer. 1467 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Issuer acquisition or redemption This provision is not cited in any Appendix of National Instrument 45-102 Resale of Securities. 2.15 The prospectus requirement does not apply to a distribution of a security to the issuer of the security. Take-over bid and issuer bid Refer to section 2.11 or Appendix E of National Instrument 45-102 Resale of Securities. First trades are subject to a seasoning period on resale unless the requirements of section 2.11 of National Instrument 45-102 are met. 2.16 The prospectus requirement does not apply to a distribution of a security in connection with a take-over bid in a jurisdiction of Canada or an issuer bid in a jurisdiction of Canada. Offer to acquire to security holder outside local jurisdiction Refer to Appendix E of National Instrument 45-102 Resale of Securities. First trades are subject to a seasoning period on resale. 2.17 The prospectus requirement does not apply to a distribution by a security holder outside the local jurisdiction to a person in the local jurisdiction if the distribution would have been in connection with a take-over bid or issuer bid made by that person were it not for the fact that the security holder is outside of the local jurisdiction. Division 3: Investment Fund Exemptions Investment fund reinvestment Refer to Appendix E of National Instrument 45-102 Resale of Securities. First trades are subject to a seasoning period on resale. 2.18(1) Subject to subsections (3), (4), (5) and (6), the prospectus requirement does not apply to the following distributions by an investment fund, and the investment fund manager of the fund, to a security holder of the investment fund if the distributions are permitted by a plan of the investment fund: (a) a distribution of a security of the investment fund’s own issue if a dividend or distribution out of earnings, surplus, capital or other sources payable in respect of the investment fund’s securities is applied to the purchase of the security that is of the same class or series as the securities to which the dividend or distribution out of earnings, surplus, capital or other sources is attributable; and (b) subject to subsection (2), a distribution of a security of the investment fund’s own issue if the security holder makes an optional cash payment to purchase the security of the investment fund that is of the same class or series of securities described in paragraph (a) that trade on a marketplace. (2) The aggregate number of securities issued under the optional cash payment referred to in subsection (1)(b) must not exceed, in any financial year of the investment fund during which the distribution takes place, 2% of the issued and outstanding securities of the class to which the plan relates as at the beginning of the financial year. 1468 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) A plan that permits the distributions described in subsection (1) must be available to every security holder in Canada to which the dividend or distribution out of earnings, surplus, capital or other sources is available. (4) A person must not charge a fee for a distribution described in subsection (1). (5) An investment fund that is a reporting issuer and in continuous distribution must set out in its current prospectus: (a) details of any deferred or contingent sales charge or redemption fee that is payable at the time of the redemption of the security; (b) any right that the security holder has to make an election to receive cash instead of securities on the payment of a dividend or making of a distribution by the investment fund; and (c) instructions on how the right referred to in paragraph (b) can be exercised. (6) An investment fund that is a reporting issuer and is not in continuous distribution must provide the information required by subsection (5) in its prospectus, annual information form or a material change report. Additional investment in investment funds Refer to Appendix D of National Instrument 45-102 Resale of Securities. First trades are subject to a restricted period on resale. 2.19 The prospectus requirement does not apply to a distribution by an investment fund, or the investment fund manager of the fund, of a security of the investment fund’s own issue to a security holder of the investment fund if: (a) the security holder initially acquired securities of the investment fund as principal for an acquisition cost of not less than $150,000 paid in cash at the time of the distribution; (b) the distribution is of a security of the same class or series as the securities initially acquired, as described in paragraph (a); and (c) the security holder, as at the date of the distribution, holds securities of the investment fund that have: (i) an acquisition cost of not less than $150,000; or (ii) a net asset value of not less than $150,000. Private investment club Refer to Appendix E of National Instrument 45-102 Resale of Securities. First trades are subject to a seasoning period on resale. 2.20 The prospectus requirement does not apply to a distribution of a security of an investment fund if the investment fund: (a) has no more than 50 beneficial security holders; (b) does not seek and has never sought to borrow money from the public; (c) does not distribute and has never distributed its securities to the public; (d) does not pay or give any remuneration for investment management or administration advice in respect of trades in securities, except normal brokerage fees; and (e) for the purpose of financing the operations of the investment fund, requires security holders to make contributions in proportion to the value of the securities held by them. 1469 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Private investment fund - loan and trust pools Refer to Appendix E of National Instrument 45-102 Resale of Securities. First trades are subject to a seasoning period on resale. 2.21(1) Subject to subsection (2), the prospectus requirement does not apply to a distribution of a security of an investment fund if the investment fund: (a) is administered by a trust company or trust corporation that is registered or authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada; (b) has no promoter or investment fund manager other than the trust company or trust corporation referred to in paragraph (a); and (c) co-mingles the money of different estates and trusts for the purpose of facilitating investment. (2) 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 is not a trust company or trust corporation for the purpose of subparagraph (1)(a). Division 4: Employee, Executive Officer, Director and Consultant Exemptions Definitions 2.22 In this Division: “associate”, when used to indicate a relationship with a person, means: (a) an issuer of which the person beneficially owns or controls, directly or indirectly, voting securities entitling the person to more than 10% of the voting rights attached to outstanding voting securities of the issuer; (b) any partner of the person; (c) any trust or estate in which the person has a substantial beneficial interest or in respect of which the person serves as trustee or executor or in a similar capacity; or (d) in the case of an individual, a relative of that individual, including: (i) a spouse of that individual; or (ii) a relative of that individual’s spouse; if the relative has the same home as that individual; “associated consultant” means, for an issuer, a consultant of the issuer or of a related entity of the issuer if: (a) the consultant is an associate of the issuer or of a related entity of the issuer; or (b) the issuer or a related entity of the issuer is an associate of the consultant; “compensation” means an issuance of securities in exchange for services provided or to be provided and includes an issuance of securities for the purpose of providing an incentive; “consultant” means, for an issuer, a person, other than an employee, executive officer, or director of the issuer or of a related entity of the issuer, that: (a) is engaged to provide services to the issuer or a related entity of the issuer, other than services provided in relation to a distribution; 1470 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) provides the services under a written contract with the issuer or a related entity of the issuer; and (c) spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer; and includes: (d) for an individual consultant, a corporation of which the individual consultant is an employee or shareholder, and a partnership of which the individual consultant is an employee or partner; and (e) for a consultant that is not an individual, an employee, executive officer, or director of the consultant, provided that the individual employee, executive officer, or director spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer; “holding entity” means a person that is controlled by an individual; “investor relations activities” means activities or communications, by or on behalf of an issuer or a security holder of the issuer, that promote or could reasonably be expected to promote the purchase or sale of securities of the issuer, but does not include: (a) the dissemination of information or preparation of records in the ordinary course of the business of the issuer: (i) to promote the sale of products or services of the issuer; or (ii) to raise public awareness of the issuer; that cannot reasonably be considered to promote the purchase or sale of securities of the issuer; (b) activities or communications necessary to comply with the requirements of: (i) securities legislation of any jurisdiction of Canada; (ii) the securities laws of any foreign jurisdiction governing the issuer; or (iii) any exchange or market on which the issuer’s securities trade; or (c) activities or communications necessary to follow securities directions of any jurisdiction of Canada; “investor relations person” means a person that is a registrant or that provides services that include investor relations activities; “issuer bid requirements” means the requirements under securities legislation that apply to an issuer bid; “listed issuer” means an issuer, any of the securities of which: (a) are listed and not suspended, or the equivalent, from trading on: (i) TSX Inc.; (ii) TSX Venture Exchange Inc.; (ii.1) Cboe Canada Inc.; (ii.1) the Canadian Securities Exchange; 1471 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (iii) NYSE Amex Equities; (iv) The New York Stock Exchange; (v) the London Stock Exchange; or (b) are quoted on the Nasdaq Stock Market; “permitted assign” means, for a person that is an employee, executive officer, director or consultant of an issuer or of a related entity of the issuer: (a) a trustee, custodian, or administrator acting on behalf of, or for the benefit of the person; (b) a holding entity of the person; (c) a RRSP, RRIF, or TFSA of the person; (d) the spouse of the person; (e) a trustee, custodian, or administrator acting on behalf of, or for the benefit of the spouse of the person; (f) a holding entity of the spouse of the person; or (g) a RRSP, RRIF, or TFSA of the spouse of the person; “plan” means a plan or program established or maintained by an issuer providing for the acquisition of securities of the issuer by persons described in section 2.24(1) [Employee, executive officer, director and consultant] as compensation; “related entity” means, for an issuer, a person that controls or is controlled by the issuer or that is controlled by the same person that controls the issuer; “related person” means, for an issuer: (a) a director or executive officer of the issuer or of a related entity of the issuer; (b) an associate of a director or executive officer of the issuer or of a related entity of the issuer; or (c) a permitted assign of a director or executive officer of the issuer or of a related entity of the issuer; “security holder approval” means an approval for the issuance of securities of an issuer as compensation or under a plan: (a) given by a majority of the votes cast at a meeting of security holders of the issuer other than votes attaching to securities beneficially owned by related persons to whom securities may be issued as compensation or under that plan; or (b) evidenced by a resolution signed by all the security holders entitled to vote at a meeting, if the issuer is not required to hold a meeting; and “support agreement” includes an agreement to provide assistance in the maintenance or servicing of indebtedness of the borrower and an agreement to provide consideration for the purpose of maintaining or servicing indebtedness of the borrower. Interpretation 2.23(1) In this Division, a person (first person) is considered to control another person (second person) if the first person, directly or indirectly, has the power to direct the management and policies of the second person by virtue of: (a) ownership of or direction over voting securities in the second person; (b) a written agreement or indenture; 1472 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) being the general partner or controlling the general partner of the second person; or (d) being a trustee of the second person. (2) In this Division, participation in a distribution is considered voluntary if: (a) in the case of an employee or the employee’s permitted assign, the employee or the employee’s permitted assign is not induced to participate in the distribution by expectation of employment or continued employment of the employee with the issuer or a related entity of the issuer; (b) in the case of an executive officer or the executive officer’s permitted assign, the executive officer or the executive officer’s permitted assign is not induced to participate in the distribution by expectation of appointment, employment, continued appointment or continued employment of the executive officer with the issuer or a related entity of the issuer; (c) in the case of a consultant or the consultant’s permitted assign, the consultant or the consultant’s permitted assign is not induced to participate in the distribution by expectation of engagement of the consultant to provide services or continued engagement of the consultant to provide services to the issuer or a related entity of the issuer; and (d) in the case of an employee of a consultant, the individual is not induced by the issuer, a related entity of the issuer, or the consultant to participate in the distribution by expectation of employment or continued employment with the consultant. Employee, executive officer, director and consultant Refer to Appendix E of National Instrument 45-102 Resale of Securities. First trades are subject to a seasoning period on resale. 2.24(1) Subject to section 2.25 [Unlisted reporting issuer exception], the prospectus requirement does not apply to a distribution: (a) by an issuer in a security of its own issue; or (b) by a control person of an issuer of a security of the issuer or of an option to acquire a security of the issuer; with: (c) an employee, executive officer, director or consultant of the issuer; (d) an employee, executive officer, director or consultant of a related entity of the issuer; or (e) a permitted assign of a person referred to in paragraphs (c) or (d); if participation in the distribution is voluntary. (2) For the purposes of subsection (1), a person referred to in paragraph (c), (d) or (e) includes a trustee, custodian or administrator acting as agent for that person for the purpose of facilitating a trade. 1473 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Unlisted reporting issuer exception 2.25(1) For the purpose of this section, “unlisted reporting issuer” means a reporting issuer in a jurisdiction of Canada that is not a listed issuer. (2) Subject to subsection (3), section 2.24 [Employee, executive officer, director and consultant] does not apply to a distribution to an employee or consultant of the unlisted reporting issuer who is an investor relations person of the issuer, an associated consultant of the issuer, an executive officer of the issuer, a director of the issuer, or a permitted assign of those persons if, after the distribution: (a) the number of securities, calculated on a fully diluted basis, reserved for issuance under options granted to: (i) related persons, exceeds 10% of the outstanding securities of the issuer; or (ii) a related person, exceeds 5% of the outstanding securities of the issuer; or (b) the number of securities, calculated on a fully diluted basis, issued within 12 months to: (i) related persons, exceeds 10% of the outstanding securities of the issuer; or (ii) a related person and the associates of the related person, exceeds 5% of the outstanding securities of the issuer. (3) Subsection (2) does not apply to a distribution if the unlisted reporting issuer: (a) obtains security holder approval; and (b) before obtaining security holder approval, provides security holders with the following information in sufficient detail to permit security holders to form a reasoned judgment concerning the matter: (i) the eligibility of employees, executive officers, directors, and consultants to be issued or granted securities as compensation or under a plan; (ii) the maximum number of securities that may be issued, or in the case of options, the number of securities that may be issued on exercise of the options, as compensation or under a plan; (iii) particulars relating to any financial assistance or support agreement to be provided to participants by the issuer or any related entity of the issuer to facilitate the purchase of securities as compensation or under a plan, including whether the assistance or support is to be provided on a full-, part-, or non-recourse basis; (iv) in the case of options, the maximum term and the basis for the determination of the exercise price; (v) particulars relating to the options or other entitlements to be granted as compensation or under a plan, including transferability; and (vi) the number of votes attaching to securities that, to the issuer’s knowledge at the time the information is provided, will not be included for the purpose of determining whether security holder approval has been obtained. 1474 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Distributions among current or former employees, executive officers, directors, or consultants of non-reporting issuer Refer to Appendix E of National Instrument 45-102 Resale of Securities. First trades are subject to a seasoning period on resale. 2.26(1) Subject to subsection (2), the prospectus requirement does not apply to a distribution of a security of an issuer by: (a) a current or former employee, executive officer, director, or consultant of the issuer or related entity of the issuer; or (b) a permitted assign of a person referred to in paragraph (a); to: (c) an employee, executive officer, director, or consultant of the issuer or a related entity of the issuer; or (d) a permitted assign of the employee, executive officer, director, or consultant. (2) The exemption in subsection (1) is only available if: (a) participation in the distribution is voluntary; (b) the issuer of the security is not a reporting issuer in any jurisdiction of Canada; and (c) the price of the security being distributed is established by a generally applicable formula contained in a written agreement among some or all of the security holders of the issuer to which the transferee is or will become a party. Permitted transferees Refer to Appendix E of National Instrument 45-102 Resale of Securities. First trades are subject to a seasoning period on resale. 2.27(1) Subject to section 2.28, the prospectus requirement does not apply to a distribution of a security of an issuer acquired by a person described in section 2.24(1)[Employee, executive officer, director and consultant] under a plan of the issuer if the distribution: (a) is between: (i) a person who is an employee, executive officer, director or consultant of the issuer or a related entity of the issuer; and (ii) the permitted assign of that person; or (b) is between permitted assigns of that person. (2) Subject to section 2.28, the prospectus requirement does not apply to a distribution of a security of an issuer by a trustee, custodian or administrator acting on behalf, or for the benefit, of employees, executive officers, directors or consultants of the issuer or a related entity of the issuer, to: (a) an employee, executive officer, director or consultant of the issuer or a related entity of the issuer; or (b) a permitted assign of a person referred to in paragraph (a); if the security was acquired from: 1475 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) an employee, executive officer, director or consultant of the issuer or a related entity of the issuer; or (d) the permitted assign of a person referred to in paragraph (c). (3) For the purposes of the exemptions in subsection (1) and paragraphs (2) (c) and (d), all references to employee, executive officer, director, or consultant include a former employee, executive officer, director, or consultant. Limitation re: permitted transferees 2.28 The exemption from the prospectus requirement under subsection 2.27(1) or (2) is only available if the security was acquired: (a) by a person described in section 2.24(1) [Employee, executive officer, director, and consultant] under any exemption that makes the resale of the security subject to section 2.6 of National Instrument 45-102 Resale of Securities; or (b) in Manitoba, by a person described in section 2.24(1) [Employee, executive officer, director, and consultant]. Issuer bid 2.29 The issuer bid requirements do not apply to the acquisition by an issuer of a security of its own issue that was acquired by a person described in section 2.24(1) [Employee, executive officer, director, and consultant] if: (a) the purpose of the acquisition by the issuer is to: (i) fulfill withholding tax obligations; or (ii) provide payment of the exercise price of a stock option; (b) the acquisition by the issuer is made in accordance with the terms of a plan that specifies how the value of the securities acquired by the issuer is determined; (c) in the case of securities acquired as payment of the exercise price of a stock option, the date of exercise of the option is chosen by the option holder; and (d) the aggregate number of securities acquired by the issuer within a 12 month period under this section does not exceed 5% of the outstanding securities of the class or series at the beginning of the period. Division 5: Miscellaneous Exemptions Isolated distribution by issuer Refer to Appendix D of National Instrument 45-102 Resale of Securities. First trades are subject to a restricted period. 2.30 The prospectus requirement does not apply to a distribution by an issuer of a security of its own issue if the distribution is an isolated distribution and is not made: (a) in the course of continued and successive transactions of a like nature;

and (b) by a person whose usual business is trading in securities. 1476 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Dividends and distributions Subsection (1) is cited in Appendix E of National Instrument 45-102 Resale of Securities. First trades are subject to a seasoning period on resale.Subsection (2) is cited in Appendix D and Appendix E of National Instrument 45-102. Resale restriction is determined by the exemption under which the previously issued security was first acquired. 2.31(1) The prospectus requirement does not apply to a distribution by an issuer of a security of its own issue to a security holder of the issuer as a dividend or distribution out of earnings, surplus, capital or other sources. (2) The prospectus requirement does not apply to a distribution by an issuer to a security holder of the issuer of a security of a reporting issuer as an in specie dividend or distribution out of earnings or surplus. Distribution to lender by control person for collateral This provision is not cited in any Appendix of National Instrument 45-102 Resale of Securities. Trades by a lender, pledgee, mortgagee or other encumbrancer to realize on a debt are regulated by section 2.8 of National Instrument 45-102. 2.32 The prospectus requirement does not apply to a distribution of a security of an issuer to a lender, pledgee, mortgagee or other encumbrancer from the holdings of a control person of the issuer for the purpose of giving collateral for a bona fide debt of the control person. Acting as underwriter Refer to Appendix F of National Instrument 45-102 Resale of Securities. First trades are a distribution. 2.33 The prospectus requirement does not apply to a distribution of a security between a person and a purchaser acting as an underwriter or between or among persons acting as underwriters. Specified debt This provision is not cited in any Appendix of National Instrument 45-102 Resale of Securities. These securities are free trading. 2.34(1) In this section, “permitted supranational agency” means: (a) the African Development Bank, established by the Agreement Establishing the African Development Bank which came into force on September 10, 1964, that Canada became a member of on December 30, 1982; (b) the Asian Development Bank, established under a resolution adopted by the United Nations Economic and Social Commission for Asia and the Pacific in 1965; (c) the Caribbean Development Bank, established by the Agreement Establishing the Caribbean Development Bank which came into force on January 26, 1970, as amended, that Canada is a founding member of; (d) the European Bank for Reconstruction and Development, established by the Agreement Establishing the European Bank for Reconstruction and Development and approved by the European Bank for Reconstruction and Development Agreement Act (Canada), that Canada is a founding member of; 1477 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (e) the Inter-American Development Bank, established by the Agreement establishing the Inter-American Development Bank which became effective December 30, 1959, as amended from time to time, that Canada is a member of; (f) the International Bank for Reconstruction and Development, established by the Agreement for an International Bank for Reconstruction and Development approved by the Bretton Woods and Related Agreements Act (Canada); and (g) the International Finance Corporation, established by Articles of Agreement approved by the Bretton Woods and Related Agreements Act (Canada). (2) The prospectus requirement does not apply to a distribution of: (a) a debt security issued by or guaranteed by the Government of Canada or the government of a jurisdiction of Canada; (b) a debt security issued by or guaranteed by a government of a foreign jurisdiction if the debt security has a designated rating from a designated rating organization or its DRO affiliate; (c) a debt security issued by or guaranteed by a municipal corporation in Canada, or secured by or payable out of rates or taxes levied under the law of a jurisdiction of Canada on property in the jurisdiction and collectable by or through the municipality in which the property is situated; (d) a debt security issued by or guaranteed by a Canadian financial institution or a Schedule III bank, other than debt securities that are subordinate in right of payment to deposits held by the issuer or guarantor of those debt securities; (d.1) in Ontario, a debt security issued by or guaranteed by a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of a jurisdiction of Canada other than Ontario to carry on business in a jurisdiction of Canada, other than debt securities that are subordinate in right of payment to deposits held by the issuer or guarantor of those debt securities; (e) a debt security issued by the Comité de gestion de la taxe scolaire de l’île de Montréal; or (f) a debt security issued by or guaranteed by a permitted supranational agency if the debt securities are payable in the currency of Canada or the United States of America. (3) Paragraphs (2)(a), (c) and (d) do not apply in Ontario. In Ontario, paragraphs 73(1)(a) and (b) of the Securities Act (Ontario) provide similar exemptions to the exemptions in paragraphs (2)(a), (c) and (d). Short-term debt 2.35(1) The prospectus requirement does not apply to a distribution of a negotiable promissory note or commercial paper if all of the following apply: (a) the note or commercial paper matures not more than one year from the date of issue; 1478 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) the note or commercial paper has a credit rating from a designated rating organization listed below, from a DRO affiliate of an organization listed below, from a designated rating organization that is a successor credit rating organization of an organization listed below or from a DRO affiliate of such successor credit rating organization, that is at or above one of the following corresponding rating categories or that is at or above a category that replaces one of the following corresponding rating categories: (i) R-1(low) - DBRS Limited; (ii) F1 - Fitch Ratings, Inc.; (iii) P-1 - Moody’s Canada Inc.; (iv) A-1(Low) (Canada national scale) - S&P Global Ratings Canada; (c) the note or commercial paper has no credit rating from a designated rating organization listed below, from a DRO affiliate of an organization listed below, from a designated rating organization that is a successor credit rating organization of an organization listed below or from a DRO affiliate of such successor credit rating organization, that is below one of the following corresponding rating categories or that is below a category that replaces one of the following corresponding rating categories: (i) R-1(low) - DBRS Limited; (ii) F2 - Fitch Ratings, Inc. (iii) P-2 - Moody’s Canada Inc.; (iv) A-1(Low) (Canada national scale) or A-2 (global scale) - S&P Global Ratings Canada. (2) Subsection (1) does not apply to a distribution of a negotiable promissory note or commercial paper if either of the following applies: (a) the note or commercial paper is a securitized product; (b) the note or commercial paper is convertible or exchangeable into or accompanied by a right to purchase another security other than a security described in subsection (1). Short-term securitized products 2.35.1 The prospectus requirement does not apply to a distribution of a short-term securitized product if all of the following apply: (a) the short-term securitized product is a security described in section 2.35.2; 1479 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the conduit issuing the short-term securitized product complies with section 2.35.4; (c) the short-term securitized product is not convertible or exchangeable into or accompanied by a right to purchase another security other than a security described in paragraph (a) and for which disclosure is provided pursuant to paragraph (b). Definition applicable to section 2.35.2 2.35.1.1 For the purposes of paragraph 2.35.2(a), a reference to ‘designated rating organization’ includes the DRO affiliates of the organization, a designated rating organization that is a successor credit rating organization of the designated rating organization and the DRO affiliates of such successor credit rating organization. Limitations on short-term securitized product exemption 2.35.2 All of the following must apply to a short-term securitized product distributed under section 2.35.1: (a) the short-term securitized product is of a series or class of securitized product to which all of the following apply: (i) it has a credit rating from not less than two designated rating organizations listed below and at least one of the credit ratings is at or above one of the following corresponding rating categories or is at or above a category that replaces one of the following corresponding rating categories: (A) R-1(high)(sf) - DBRS Limited; (B) F1+sf - Fitch Ratings, Inc.; (C) P-1(sf) - Moody’s Canada Inc.; (D) A-1(High)(sf) (Canada national scale) or A-1+(sf) (global scale) - S&P Global Ratings Canada; (ii) it has no credit rating from a designated rating organization listed below that is below one of the following corresponding rating categories or that is below a category that replaces one of the following corresponding rating categories: (A) R-1(low)(sf) - DBRS Limited; (B) F2sf - Fitch Ratings, Inc.; (C) P-2(sf) - Moody’s Canada Inc.; (D) A-1(Low)(sf) (Canada national scale) or A-2(sf) (global scale) - S&P Global Ratings Canada; (iii) the conduit has entered into one or more agreements that, subject to section 2.35.3, obligate one or more liquidity providers to provide funds to the conduit to enable the conduit to satisfy all of its obligations to pay principal or interest as that series or class of short-term securitized product matures; 1480 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (iv) all of the following apply to each liquidity provider: (A) the liquidity provider is a deposit-taking institution; (B) the liquidity provider is regulated or approved to carry on business in Canada by one or both of the following: 1. the Office of the Superintendent of Financial Institutions (Canada); 2. a government department or regulatory authority of Canada, or of a jurisdiction of Canada responsible for regulating deposit- taking institutions; (C) the liquidity provider has a credit rating from each of the designated rating organizations providing a credit rating on the short- term securitized product referred to in subparagraph 2.35.2(a)(i), for its senior, unsecured short-term debt, none of which is dependent upon a guarantee by a third party, and each credit rating from those designated rating organizations is at or above the following corresponding rating categories or is at or above a category that replaces one of the following corresponding rating categories: 1. R-1(low) - DBRS Limited; 2. F2 - Fitch Ratings, Inc.; 3. P-2 - Moody’s Canada Inc.; 4. A-1(Low) (Canada national scale) or A-2 (global scale) - S&P Global Ratings Canada; (b) if the conduit has issued more than one series or class of short-term securitized product, the short-term securitized product to be distributed under section 2.35.1, when issued, will not in the event of bankruptcy, insolvency or winding-up of the conduit be subordinate in priority of claim to any other outstanding series or class of short-term securitized product issued by the conduit in respect of any asset pool backing the short-term securitized product to be distributed under section 2.35.1; (c) the conduit has provided an undertaking to or has agreed in writing with the purchaser of the short-term securitized product or an agent, custodian or trustee appointed to act on behalf of purchasers of that series or class of short-term securitized product, that any asset pool of the conduit will consist only of one or more of the following: (i) a bond; (ii) a mortgage; (iii) a lease; (iv) a loan; (v) a receivable; (vi) a royalty; (vii) any real or personal property securing or forming part of that asset pool. 1481 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Exceptions relating to liquidity agreements 2.35.3(1) Despite subparagraph 2.35.2(a) (iii), an agreement with a liquidity provider may provide that a liquidity provider is not obligated to advance funds in respect of a series or class of short-term securitized product distributed under section 2.35.1 if the conduit is subject to any of the following: (a) bankruptcy, or insolvency proceedings under the Bankruptcy and Insolvency Act (Canada); (b) an arrangement under the Companies Creditors’ Arrangement Act (Canada); (c) proceedings similar to those referred to in paragraph (a) or (b) under the laws of Canada or a jurisdiction of Canada or a foreign jurisdiction. (2) Despite subparagraph 2.35.2(a) (iii), an agreement with a liquidity provider may provide that a liquidity provider is not obligated to advance funds in respect of a series or class of short-term securitized product distributed under section 2.35.1 that exceed the sum of the following: (a) the aggregate value of the non-defaulted assets in the asset pool to which the agreement relates; (b) the amount of credit enhancement applicable to the asset pool to which the agreement relates. Disclosure requirements 2.35.4(1) A conduit that distributes a short-term securitized product under section 2.35.1 must, on or before the date a purchaser purchases the short-term securitized product, do all of the following: (a) provide to or make reasonably available to the purchaser an information memorandum prepared in accordance with Form 45-106F7 Information Memorandum for Short-Term Securitized Products Distributed under Section 2.35.1; (b) provide an undertaking to or agree in writing with the purchaser, or with an agent, custodian or trustee appointed to act on behalf of purchasers of that series or class of securitized product, to (i) for so long as a short-term securitized product of that class remains outstanding, prepare the documents specified in subsections (5) and (6) within the time periods specified in those subsections, and (ii) provide to or make reasonably available to each holder of a short- term securitized product of that series or class, the documents specified in subsections (5) and (6). (2) Subsection (1) does not apply to a conduit distributing a short-term securitized product under section 2.35.1 if (a) the conduit has previously distributed a short-term securitized product of the same series or class as the short-term securitized product to be distributed, 1482 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) in connection with that previous distribution the conduit prepared an information memorandum that complied with paragraph (1) (a), and (c) the conduit, on or before the time each purchaser in the current distribution purchases a short-term securitized product, does each of the following: (i) provides to or makes reasonably available to the purchaser the information memorandum prepared in connection with the previous distribution; (ii) provides to or makes reasonably available to the purchaser all documents specified in subsections (5) and (6) that have been prepared in respect of that series or class of short-term securitized product. (3) A conduit must, on or before the 10th day following a distribution of a short- term securitized product under section 2.35.1, do each of the following: (a) provide to or make reasonably available to the securities regulator either of the following: (i) the information memorandum required under paragraph (1) (a); (ii) if the conduit is relying on subsection (2), the documents referred to in paragraph (c) of subsection (2); (b) subject to subsection (4), deliver to the securities regulator an undertaking that it will, in respect of that series or class of short-term securitized product, (i) provide to or make reasonably available to the securities regulator the documents specified in subsections (5) and (6), and (ii) promptly deliver to the securities regulator each document specified in subsections (5) and (6) that is requested by the securities regulator. (4) Paragraph (3) (b) does not apply if (a) the conduit has delivered an undertaking to the securities regulator under paragraph (3) (b) in respect of a previous distribution of a securitized product that is of the same series or class as the short-term securitized product currently being distributed, and (b) the undertaking referred to in paragraph (a) applies in respect of the current distribution. (5) For the purpose of subsection 2.35.4(1), the undertaking or agreement must require the conduit to prepare a monthly disclosure report relating to the series or class of short-term securitized product that is (a) prepared in accordance with Form 45-106F8 Monthly Disclosure Report for Short-term Securitized Products Distributed under Section 2.35.1, (b) current as at the last business day of each month, and 1483 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) no later than 50 days from the end of the most recent month to which it relates, made reasonably available to each holder of that series or class of the conduit’s short-term securitized product. (6) For the purpose of subsection 2.35.4(1), the undertaking or agreement must require the conduit to prepare a timely disclosure report, providing the information specified in subsection (7), in each of the following circumstances: (a) a downgrade in one or more of the conduit’s credit ratings; (b) failure by the conduit to make any required payment of principal or interest on the series or class of short-term securitized product; (c) the occurrence of a change or event that the conduit would reasonably expect to have a significant adverse effect on the payment of principal or interest on the series or class of short-term securitized product. (7) The timely disclosure report referred to in subsection (6) must (a) describe the nature and substance of the change or event and the actual or potential effect on any payment of principal or interest to a holder of that series or class of short-term securitized product, and (b) be provided to or made reasonably available to holders of that series or class of short-term securitized product no later than the second business day after the conduit becomes aware of the change or event. Mortgages This provision is not cited in any Appendix of National Instrument 45-102 Resale of Securities. These securities are free trading. 2.36(1) Repealed. 5 Mar 2021 SR 19/2021 s3. (2) Subject to subsection (3), the prospectus requirement does not apply to a distribution of a mortgage on real property in a jurisdiction of Canada by a person who is registered or licensed, or exempted from registration or licensing, under mortgage brokerage or mortgage dealer legislation of that jurisdiction. (3) Subsection (2) does not apply to the distribution of a syndicated mortgage. In Ontario, paragraph 73(1)(a) of the Securities Act (Ontario) provides a similar exemption. Personal property security legislation This provision is not cited in any Appendix of National Instrument 45-102 Resale of Securities. These securities are free trading. 2.37 Except in Ontario, the prospectus requirement does not apply to a distribution to a person, other than an individual, in a security evidencing indebtedness secured by or under a security agreement, secured in accordance with personal property security legislation of a jurisdiction of Canada that provides for the granting of security in personal property. 1484 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) In Ontario, paragraph 73(1)(a) of the Securities Act (Ontario) provides a similar exemption. Not for profit issuer This provision is not cited in any Appendix of National Instrument 45-102 Resale of Securities. These securities are free trading. 2.38 The prospectus requirement does not apply to a distribution by an issuer that is organized exclusively for educational, benevolent, fraternal, charitable, religious or recreational purposes and not for profit in a security of its own issue if: (a) no part of the net earnings benefit any security holder of the issuer; and (b) no commission or other remuneration is paid in connection with the sale of the security. Variable insurance contract This provision is not cited in any Appendix of National Instrument 45-102 Resale of Securities. These securities are free trading. 2.39(1) In this section: (a) “contract”, “group insurance”, “insurance company”, “life insurance” and “policy” have the respective meanings assigned to them in the legislation for a jurisdiction referenced in Appendix A; (b) “variable insurance contract” means a contract of life insurance under which the interest of the purchaser is valued for purposes of conversion or surrender by reference to the value of a proportionate interest in a specified portfolio of assets. (2) The prospectus requirement does not apply to a distribution of a variable insurance contract by an insurance company if the variable insurance contract is: (a) a contract of group insurance; (b) a whole life insurance contract providing for the payment at maturity of an amount not less than 75% of the premium paid up to age 75 years for a benefit payable at maturity; (c) an arrangement for the investment of policy dividends and policy proceeds in a separate and distinct fund to which contributions are made only from policy dividends and policy proceeds; or (d) a variable life annuity. RRSP/RRIF/TFSA Refer to Appendix D and Appendix E of National Instrument 45-102 Resale of Securities. The resale restriction is determined by the exemption under which the security was first acquired. 2.40 The prospectus requirement does not apply to a distribution of a security between: (a) an individual or an associate of the individual; and (b) a RRSP, RRIF, or TFSA: (i) established for or by the individual; or (ii) under which the individual is a beneficiary. 1485 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Schedule III banks and cooperative associations - evidence of deposit This provision is not cited in any Appendix of National Instrument 45-102 Resale of Securities. These securities are free trading. 2.41 Except in Ontario, the prospectus requirement does not apply to a distribution of an evidence of deposit issued by a Schedule III bank or an association governed by the Cooperative Credit Associations Act (Canada). In Ontario, clause (e) of the definition of “security” in subsection 1(1) of the Securities Act (Ontario) excludes these evidences of deposit from the definition of “security” Conversion, exchange, or exercise Subsection (1)(a) is cited in Appendix D and Appendix E of National Instrument 45-102 Resale of Securities. Resale restriction is determined by the exemption under which the previously issued security was first acquired. Subsection (1)(b) is cited in Appendix E of National Instrument 45-102 Resale fo Securities. First trades are subject to a seasoning period on resale, unless the requirements of section 2.10 of NI 45-102 are met. 2.42(1) The prospectus requirement does not apply to a distribution by an issuer if: (a) the issuer distributes a security of its own issue to a security holder of the issuer in accordance with the terms and conditions of a security previously issued by that issuer; or (b) subject to subsection (2), the issuer distributes a security of a reporting issuer held by it to a security holder of the issuer in accordance with the terms and conditions of a security previously issued by that issuer. (2) Subsection (1)(b) does not apply unless: (a) the issuer has given the regulator or, in Québec, the securities regulatory authority, prior written notice stating the date, amount, nature and conditions of the distribution; and (b) the regulator or, in Québec, the securities regulatory authority, has not objected in writing to the distribution within 10 days of receipt of the notice referred to in paragraph (a) or, if the regulator or securities regulatory authority objects to the distribution, the issuer must deliver to the regulator or securities regulatory authority information relating to the securities that is satisfactory to and accepted by the regulator or securities regulatory authority. Self-directed registered educational savings plans This provision is not cited in any Appendix of National Instrument 45-102 Resale of Securities. These securities are free trading. 1486 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2.43 The prospectus requirement does not apply to a distribution of a self-directed RESP to a subscriber if: (a) the distribution is conducted by: (i) a dealing representative of a mutual fund dealer who is acting on behalf of the mutual fund dealer; or (ii) a Canadian financial institution; (iii) Repealed. 1 Dec 2023 SR 110/2023 s7. (b) the self-directed RESP restricts its investments in securities to securities in which the person who distributes the self-directed RESP is permitted to distribute. PART 3: REGISTRATION EXEMPTIONS Repealed. 8 May 2015 SR 43/2015 s4. PART 4: CONTROL BLOCK DISTRIBUTIONS Control block distributions 4.1(1) In this Part, “control block distribution” means a trade to which the provisions of securities legislation listed in Appendix B apply. (2) Terms defined or interpreted in National Instrument 62-103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues and used in this Part have the same meaning as is assigned to them in that Instrument. (3) The prospectus requirement does not apply to a control block distribution by an eligible institutional investor of a reporting issuer’s securities if: (a) the eligible institutional investor: (i) has filed the reports required under the early warning requirements or files the reports required under Part 4 of National Instrument 62-103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues; (ii) does not have knowledge of any material fact or material change with respect to the reporting issuer that has not been generally disclosed; (iii) does not receive in the ordinary course of its business and investment activities knowledge of any material fact or material change with respect to the reporting issuer that has not been generally disclosed; and (iv) either alone or together with any joint actors, does not possess effective control of the reporting issuer; (b) there are no directors or officers of the reporting issuer who were, or could reasonably be seen to have been, selected, nominated or designated by the eligible institutional investor or any joint actor; (c) the control block distribution is made in the ordinary course of business or investment activity of the eligible institutional investor; 1487 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (d) securities legislation would not require the securities to be held for a specified period of time if the trade were not a control block distribution; (e) no unusual effort is made to prepare the market or to create a demand for the securities; and (f) no extraordinary commission or consideration is paid in respect of the control block distribution. (4) An eligible institutional investor that makes a distribution in reliance on subsection (3) must file a letter within 10 days after the distribution that describes the date and size of the distribution, the market on which it was made and the price at which the securities being distributed were sold. Distributions by a control person after a take-over bid 4.2(1) Subject to subsection (2), the prospectus requirement does not apply to a distribution in a security from the holdings of a control person acquired under a take-over bid for which a take-over bid circular was issued and filed if: (a) the issuer whose securities are being acquired under the take-over bid has been a reporting issuer for at least 4 months at the date of the take-over bid; (b) the intention to make the distribution is disclosed in the take-over bid circular issued in respect of the take-over bid; (c) the distribution is made within the period beginning on the date of the expiry of the bid and ending 20 days after that date; (d) a notice of intention to distribute securities in Form 45-102F1 Notice of Intention to Distribute Securities under Section 2.8 of NI 45-102 Resale of Securities under National Instrument 45-102 Resale of Securities is filed before the distribution; (e) an insider report of the distribution in Form 55-102F2 Insider Report or Form 55-102F6 Insider Report, as applicable, under National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI) is filed within 3 days after the completion of the distribution; (f) no unusual effort is made to prepare the market or to create a demand for the security; and (g) no extraordinary commission or consideration is paid in respect of the distribution. (2) A control person referred to in subsection (1) is not required to comply with subsection (1)(b) if: (a) another person makes a competing take-over bid for securities of the issuer for which the take-over bid circular is issued; and (b) the control person sells those securities to that other person for a consideration that is not greater than the consideration offered by that other person under its take-over bid. PART 5: OFFERINGS BY TSX VENTURE EXCHANGE OFFERING DOCUMENT Application and interpretation 5.1(1) This Part does not apply in Ontario. (2) In this Part: 1488 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “exchange policy” means Exchange Policy 4.6 - Public Offering by Short Form Offering Document and Exchange Form 4H - Short Form Offering Document, of the TSX Venture Exchange as amended from time to time; “gross proceeds” means the gross proceeds that are required to be paid to the issuer for listed securities distributed under a TSX Venture exchange offering document; “listed security” means a security of a class listed on the TSX Venture Exchange; “prior exchange offering” means a distribution of securities by an issuer under a TSX Venture exchange offering document that was completed during the 12-month period immediately preceding the date of the TSX Venture exchange offering document; “subsequently triggered report” means a material change report that must be filed no later than 10 days after a material change under securities legislation as a result of a material change that occurs after the date the TSX Venture exchange offering document is certified but before a purchaser enters into an agreement of purchase and sale; “TSX Venture Exchange” means the TSX Venture Exchange Inc.; “TSX Venture exchange offering document” means an offering document that complies with the exchange policy; “warrant” means a warrant of an issuer distributed under a TSX Venture exchange offering document that entitles the holder to acquire a listed security or a portion of a listed security of the same issuer. TSX Venture Exchange offering Refer to Appendix D of National Instrument 45-102 Resale of Securities. These securities are free trading unless the security is acquired by:(i) a purchaser that, at the time the security was acquired, was an insider or promoter of the issuer of the security, an underwriter of the issuer, or a member of the underwriter’s professional group; or(ii) any other purchaser in excess of $40,000 for the portion of the securities in excess of $40,000.The first trade by purchasers under (i) and (ii) are subject to a restricted period. 5.2 The prospectus requirement does not apply to a distribution by an issuer in a security of its own issue if: (a) the issuer has filed an AIF in a jurisdiction of Canada; (b) Repealed. 30 Jne 2023 SR 47/2023 s17; (c) the issuer is a reporting issuer in a jurisdiction of Canada and has filed in a jurisdiction of Canada: (i) a TSX Venture exchange offering document; (ii) all documents required to be filed under the securities legislation of that jurisdiction; and (iii) any subsequently triggered report; (d) the distribution is of listed securities or units consisting of listed securities and warrants; 1489 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (e) the issuer has filed with the TSX Venture Exchange a TSX Venture exchange offering document in respect of the distribution, that: (i) incorporates by reference the following documents of the issuer filed with the securities regulatory authority in any jurisdiction of Canada: (A) the AIF; (B) the most recent annual financial statements and the MD&A relating to those financial statements; (C) all unaudited interim financial reports and the MD&A relating to those financial reports, filed after the date of the AIF but before or on the date of the TSX Venture exchange offering document; (D) all material change reports filed after the date of the AIF but before or on the date of the TSX Venture exchange offering document; and (E) all documents required under National Instrument 43-101 Standards of Disclosure for Mineral Projects and National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities filed on or after the date of the AIF but before or on the date of the TSX Venture exchange offering document; (ii) deems any subsequently triggered report required to be delivered to a purchaser under this Part to be incorporated by reference; (iii) grants to purchasers contractual rights of action in the event of a misrepresentation, as required by the exchange policy; (iv) grants to purchasers contractual rights of withdrawal, as required by the exchange policy; and (v) contains all the certificates required by the exchange policy; (f) the distribution is conducted in accordance with the exchange policy; (g) the issuer or the underwriter delivers the TSX Venture exchange offering document and any subsequently triggered report to each purchaser: (i) before the issuer or the underwriter enters into the written confirmation of purchase and sale resulting from an order or subscription for securities being distributed under the TSX Venture exchange offering document; or (ii) not later than midnight on the 2nd business day after the agreement of purchase and sale is entered into; (h) the listed securities issued under the TSX Venture exchange offering document, when added to the listed securities of the same class issued under prior exchange offerings, do not exceed: (i) the number of securities of the same class outstanding immediately before the issuer distributes securities of the same class under the TSX Venture exchange offering document; or (ii) the number of securities of the same class outstanding immediately before a prior exchange offering; 1490 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (i) the gross proceeds under the TSX Venture exchange offering document, when added to the gross proceeds from prior exchange offerings do not exceed $2 million; (j) no purchaser acquires more than 20% of the securities distributed under the TSX Venture exchange offering document; and (k) no more than 50% of the securities distributed under the TSX Venture exchange offering document are subject to section 2.5 of National Instrument 45-102 Resale of Securities. Underwriter obligations 5.3 An underwriter that qualifies as a “sponsor” under TSX Venture Exchange Policy 2.2 – Sponsorship and Sponsorship Requirements as amended from time to time must sign the TSX Venture exchange offering document and comply with TSX Venture Exchange Appendix 4A - Due Diligence Report in connection with the distribution. PART 5A: LISTED ISSUER FINANCING EXEMPTION Interpretation 5A.1(1) In this Part, “listed equity security” means a security of a class of equity securities of an issuer listed for trading on an exchange recognized by a securities regulatory authority in a jurisdiction of Canada; “restructuring transaction” has the same meaning as in National Instrument 51-102 Continuous Disclosure Obligations; “secondary market liability provisions” means the provisions of securities legislation set out in Appendix D opposite the name of the local jurisdiction. (2) For the purpose of this Part, the aggregate market value of an issuer’s listed equity securities is calculated by multiplying the total number of listed equity securities outstanding, by the market price. (3) For the purpose of this Part, ‘cash equivalents’ has the same meaning as in the Handbook. Listed issuer financing exemption Refer to Appendix E of National Instrument 45-102 Resale of Securities. First trades are subject to a seasoning period on resale. 5A.2 The prospectus requirement does not apply to a distribution by an issuer of a security of the issuer’s own issue if all of the following apply: (a) the issuer is a reporting issuer and has been a reporting issuer in at least one jurisdiction of Canada for the 12 months immediately before the date that the issuer files the news release referred to in paragraph (k); (b) the issuer has listed equity securities; (c) the issuer is not, or during the 12 months immediately before the date the issuer files the news release referred to in paragraph (k) the issuer or any person or company with whom the issuer completed a restructuring transaction was not, either of the following: 1491 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (i) an issuer whose operations have ceased; (ii) an issuer whose principal asset is cash, cash equivalents, or its exchange listing, including, for greater certainty, a capital pool company, a special purpose acquisition company, a growth acquisition corporation or any similar person or company; (d) the issuer is not an investment fund; (e) the issuer has filed all periodic and timely disclosure documents that it is required to have filed under each of the following: (i) applicable securities legislation; (ii) an order issued by the regulator or securities regulatory authority; (iii) an undertaking to the regulator or securities regulatory authority; (f) the issuer does not allocate the available funds as disclosed in item 9 of the completed form referred to in paragraph (k) to the following: (i) an acquisition that is a significant acquisition under Part 8 of National Instrument 51-102 Continuous Disclosure Obligations; (ii) a restructuring transaction; (iii) any other transaction for which the issuer seeks approval of any security holder; (g) on the date of the issuance of the news release referred to in paragraph (k), the total dollar amount of the distribution, combined with the dollar amount of all other distributions made by the issuer under this section during the 12 months immediately before the date of the news release, will not, assuming completion of the distribution, exceed the greater of the following: (i) $5 000 000; (ii) 10% of the aggregate market value of the issuer’s listed securities, on the date the issuer issues the news release announcing the offering, to a maximum of $10 000 000; (h) the distribution, combined with all other distributions made by the issuer under this section during the 12 months immediately before the date of the issuance of the news release referred to in paragraph (k), will not result in an increase of more than 50% in the issuer’s outstanding listed equity securities, as of the date that is 12 months before the date of the news release; (i) at the time of the distribution, the issuer reasonably expects that the issuer will have available funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution; (j) the security being distributed is either of the following: (i) a listed equity security; (ii) a unit consisting of a listed equity security and a warrant convertible into a listed equity security; (k) before soliciting an offer to purchase, the issuer 1492 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (i) issues and files a news release that (A) announces the offering, and (B) includes the following statement: ‘There is an offering document related to this offering that can be accessed under the issuer’s profile at www.sedarplus.com and at [include website address and provide link, if the issuer has a website]. Prospective investors should read this offering document before making an investment decision.’; (ii) files a completed Form 45-106F19 Listed Issuer Financing Document; (iii) if the issuer has a website, posts the completed form referred to in subparagraph (ii) on its website; (l) the completed form referred to in paragraph (k) is filed before soliciting an offer to purchase and no later than 3 business days after the date of the form; (m) the completed form referred to in paragraph (k), together with any document filed under securities legislation in a jurisdiction of Canada on or after the earlier of the date that is 12 months before the date of the document and the date that the issuer’s most recent audited annual financial statements were filed, contains disclosure of all material facts relating to the securities being distributed under this section and does not contain a misrepresentation; (n) in Québec, the completed form referred to in paragraph (k) is prepared in French or French and English. Material changes during distribution 5A.3 If an issuer issues a news release announcing its intention to make a distribution under section 5A.2 and a material change occurs in respect of the issuer before the completion of the distribution, the issuer must cease the distribution until the issuer (a) complies with National Instrument 51-102 Continuous Disclosure Obligations in connection with the material change, (b) files an amendment to the completed form filed under paragraph 5A.2(k), and (c) issues and files a news release that states that an amendment to the completed form referred to in paragraph 5A.2(k) addressing the material change has been filed. Additional requirements 5A.4(1) An issuer must (a) take reasonable steps to ensure that a prospective purchaser is aware of the means of accessing the completed form referred to in paragraph 5A.2(k), and (b) include the statement referred to in clause 5A.2(k)(i)(B) in any initial written communication with a prospective purchaser. (2) An issuer must close the distribution referred to in section 5A.2 no later than the 45th day after the date the issuer issues and files the news release referred to in paragraph 5A.2(k). Special application - Alberta, British Columbia, New Brunswick and Québec 5A.5(1) In Alberta, a document that purports or appears to be completed in accordance with Form 45-106F19 Listed Issuer Financing Document and is filed with respect to a distribution referred to in section 5A.2 is a prescribed offering document for purposes of section 204 of the Securities Act (Alberta). 1493 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) In British Columbia, a document that purports or appears to be completed in accordance with Form 45-106F19 Listed Issuer Financing Document and is filed with respect to a distribution referred to in section 5A.2 is a prescribed disclosure document for purposes of section 132.1 of the Securities Act (British Columbia). (3) In New Brunswick, a document that purports or appears to be completed in accordance with Form 45-106F19 Listed Issuer Financing Document and is filed with respect to a distribution referred to in section 5A.2 is an offering memorandum for purposes of section 150 of the Securities Act (New Brunswick). (4) In Québec, a document that purports or appears to be completed in accordance with Form 45-106F19 Listed Issuer Financing Document and is filed with respect to a distribution referred to in section 5A.2 is a document authorized by the Autorité des marchés financiers for use in lieu of a prospectus. Core document 5A.6(1) A document that purports or appears to be completed in accordance with Form 45-106F19 Listed Issuer Financing Document and is filed with respect to a distribution referred to in section 5A.2 is a ‘core document’ pursuant to the secondary market liability provisions. (2) For greater certainty, in British Columbia, documents that purport or appear to be completed in accordance with Form 45-106F19 Listed Issuer Financing Document and are filed with respect to a distribution referred to in section 5A.2 are a prescribed class of documents for the purpose of the definition of ‘core document’ under section 140.1 of the Securities Act (British Columbia). PART 6: REPORTING REQUIREMENTS Report of exempt distribution 6.1(1) Subject to subsection (2) and section 6.2 [When report not required], issuers that distribute their own securities and underwriters that distribute securities they acquired under section 2.33 must file a completed report if they make the distribution under one or more of the following exemptions: (a) section 2.3 [Accredited investor] or, in Ontario, section 73.3 of the Securities Act (Ontario) [Accredited investor]; (b) section 2.5 [Family, friends and business associates]; (c) subsection 2.9 (1), (2) or (2.1) [Offering memorandum]; (d) section 2.10 [Minimum amount investment]; (e) section 2.12 [Asset acquisition]; (f) section 2.13 [Petroleum, natural gas and mining properties]; (g) section 2.14 [Securities for debt]; (h) section 2.19 [Additional investment in investment funds]; (i) section 2.30 [Isolated distribution by issuer]; (j) section 5.2 [TSX Venture Exchange offering]; (k) section 5A.2 [Listed issuer financing exemption]. 1494 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) The issuer or underwriter must file the report in the jurisdiction where the distribution takes place no later than 10 days after the distribution. When report not required 6.2(1) An issuer is not required to file a report under section 6.1(1)(a) [Report of exempt distribution] for a distribution of a debt security of its own issue or, concurrently with the distribution of the debt security, an equity security of its own issue, to a Canadian financial institution or a Schedule III bank. (2) An investment fund is not required to file a report under section 6.1 [Report of exempt distribution] for a distribution under section 2.3 [Accredited investor], section 2.10 [Minimum amount investment] or section 2.19 [Additional investment in investment funds], or section 73.3 of the Securities Act (Ontario) [Accredited investor] if the investment fund files the report not later than 30 days after the end of the calendar year. (3) An issuer or underwriter is not required to file a report under section 6.1 for a distribution of a security if a report has been filed by another issuer or underwriter for the distribution of the same security. Required form of report of exempt distribution 6.3(1) The required form of report under section 6.1 [Report of exempt distribution] is Form 45-106F1. (2) Except in Manitoba, an issuer that makes a distribution under an exemption from a prospectus requirement not provided for in this Instrument is exempt from the requirements in securities legislation to file a report of exempt trade or exempt distribution in the required form if the issuer files a report of exempt distribution in accordance with Form 45-106F1. Required form of offering memorandum 6.4(1) The required form of offering memorandum under section 2.9 [Offering memorandum] is Form 45-106F2.

(2) Despite subsection (1), a qualifying issuer may prepare an offering memorandum in accordance with Form 45-106F3. (3) Despite subsections (1) and (2), an offering memorandum for the distribution of a syndicated mortgage under section 2.9 [Offering memorandum] must be prepared in accordance with Form 45-106F2 and Form 45-106F18. (4) An issuer that is engaged in real estate activities must supplement its offering memorandum with Schedule 1 of Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers, unless the offering memorandum is prepared under subsection (2). (5) An issuer that is a collective investment vehicle must supplement its offering memorandum with Schedule 2 of Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers, unless the offering memorandum is prepared under subsection (2) 1495 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Required form of risk acknowledgement 6.5 (0.1) The required form of risk acknowledgement under subsection 2.3(6) [Accredited investor] is Form 45-106F9. (1) The required form of risk acknowledgement under subsection 2.9(15) [Offering memorandum] is Form 45-106F4. (1.1) In Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan, the required form of risk acknowledgement for individual investors includes Schedule 1 Classification of Investors Under the Offering Memorandum Exemption and Schedule 2 Investment Limits for Investors Under the Offering Memorandum Exemption to Form 45-106F4. (2) In Saskatchewan, the required form of risk acknowledgement under section 2.6 [Family, friends and business associates - Saskatchewan] is Form 45-106F5. PART 7: EXEMPTION Exemption 7.1(1) Subject to subsection (2), the regulator or the securities regulatory authority may grant an exemption to this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) In Ontario, only the regulator may grant an exemption and only from Part 6, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (3) Except in Alberta and Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction. PART 8: TRANSITIONAL, COMING INTO FORCE Additional investment - investment funds - exemption from prospectus requirement 8.1 The prospectus requirement does not apply to a distribution by an investment fund in a security of its own issue to a purchaser that initially acquired the security as principal before this Instrument came into force if: (a) the security was initially acquired under any of the following provisions: (i) in Alberta, sections 86(e) and 131(1)(d) of the Securities Act (Alberta) as they existed prior to their repeal by sections 9(a) and 13 of the Securities Amendment Act (Alberta), 2003 SA c.32 and sections 66.2 and 122.2 of the Alberta Securities Commission Rules (General); (ii) in British Columbia, sections 45(2) (5) and (22), and 74(2) (4) and (19) of the Securities Act (British Columbia); (iii) in Manitoba, sections 19(3) and 58(1)(a) of the Securities Act (Manitoba) and section 90 of the Securities Regulation MR 491/88R; (iv) in New Brunswick, section 2.8 of Local Rule 45-501 Prospectus and Registration Exemptions; (v) in Newfoundland and Labrador, sections 36(1)(e) and 73(1)(d) of the Securities Act (Newfoundland and Labrador); (vi) in Nova Scotia, sections 41(1)(e) and 77(1)(d) of the Securities Act (Nova Scotia); 1496 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (vii) in Northwest Territories, section 3(c) and (z) of Blanket Order No. 1; (viii) in Nunavut, section 3(c) and (z) of Blanket Order No. 1; (ix) in Ontario, sections 35(1)5 and 72(1)(d) of the Securities Act (Ontario) and section 2.12 of Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on January 12, 2004; (x) in Prince Edward Island, section 2(3)(d) of the Securities Act (Prince Edward Island) and Prince Edward Island Local Rule 45-512 -Exempt Distributions - Exemption for Purchase of Mutual Fund Securities; (xi) in Québec, section 51 and 155.1(2) of the Securities Act (Québec); (xii) in Saskatchewan, sections 39(1)(e) and 81(1)(d) of The Securities Act, 1988 (Saskatchewan); (b) the distribution is of a security of the same class or series as the initial distribution; and (c) the security holder, as at the date of the distribution, holds securities of the investment fund that have: (i) an acquisition cost of not less than the minimum amount prescribed by securities legislation referred to in paragraph (a) under which the initial distribution was conducted; or (ii) a net asset value of not less than the minimum amount prescribed by securities legislation referred to in paragraph (a) under which the initial distribution was conducted. Additional investment - investment funds - exemption from registration requirement 8.1.1 Repealed. 8 May 2015 SR 43/2015 s4. Definition of “accredited investor” - investment fund 8.2 An investment fund that distributed its securities to persons pursuant to any of the following provisions is an investment fund under paragraph (n)(ii) of the definition of “accredited investor”: (a) in Alberta, sections 86(e) and 131(1)(d) of the Securities Act (Alberta) as they existed prior to their repeal by sections 9(a) and 13 of the Securities Amendment Act (Alberta), 2003 SA c.32 and sections 66.2 and 122.2 of the Alberta Securities Commission Rules (General); (b) in British Columbia, sections 45(2) (5) and (22), and 74(2) (4) and (19) of the Securities Act (British Columbia); (c) in Manitoba, sections 19(3) and 58(1)(a) of the Securities Act (Manitoba) and section 90 of the Securities Regulation MR 491/88R; (d) in New Brunswick, section 2.8 of Local Rule 45-501 Prospectus and Registration Exemptions; (e) in Newfoundland and Labrador, sections 36(1)(e) and 73(1)(d) of the Securities Act (Newfoundland and Labrador); (f) in Nova Scotia, sections 41(1)(e) and 77(1)(d) of the Securities Act (Nova Scotia); 1497 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (g) in Northwest Territories, section 3(c) and (z) of Blanket Order No. 2; (h) in Nunavut, section 3(c) and (z) of Blanket Order No. 3; (i) in Ontario, sections 35(1)5 and 72(1)(d) of the Securities Act (Ontario) and section 2.12 of Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on January 12, 2004; (j) in Prince Edward Island, section 2(3)(d) of the Securities Act (Prince Edward Island) and Prince Edward Island Local Rule 45-512 -Exempt Distributions - Exemption for Purchase of Mutual Fund Securities; (k) in Québec, section 51 and 155.1(2) of the Securities Act (Québec); (l) in Saskatchewan, sections 39(1)(e) and 81(1)(d) of The Securities Act, 1988 (Saskatchewan). Transition - Closely-held issuer - exemption from prospectus requirement 8.3(1) In this section: “2001 OSC Rule 45-501” means the Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on November 30, 2001; “2004 OSC Rule 45-501” means the Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on January 12, 2004; “closely-held issuer” has the same meaning as in 2004 OSC Rule 45-501. (2) The prospectus requirement does not apply to a distribution of a security that was previously distributed by a closely-held issuer under section 2.1 of 2001 OSC Rule 45-501, or under section 2.1 of 2004 OSC Rule 45-501, to a person who 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, executive officer, founder or control person of the issuer; (c) a parent, grandparent, brother, sister or child of the spouse of a director, executive officer, founder or control person of the issuer; (d) a close personal friend of a director, executive officer, founder or control person of the issuer; (e) a close business associate of a director, executive 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 security holder of the issuer; (h) an accredited investor; (i) a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in paragraphs (a) to (h); (j) a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons described in paragraphs (a) to (h); or (k) a person that is not the public. 1498 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 8.3.1 Repealed. 8 May 2015 SR 43/2015 s4. Transition - reinvestment plan 8.4 Despite subsection 2.2(5), if an issuer’s reinvestment plan was established before September 28, 2009, and provides for the distribution of a security that is of a different class or series than the class or series of the security to which the dividend or distribution is attributable, the issuer or the trustee, custodian or administrator of the plan must provide to each person who is already a participant the description of the material attributes and characteristics of the securities traded under the plan or notice of a source from which the participant can obtain the information not later than 140 days after the next financial year end of the issuer ending on or after September 28, 2009. 8.4.1 Transition - offering memorandum exemption - update of offering memorandum - Despite subsection 2.9(5.1), in Alberta, New Brunswick, Nova Scotia, Québec and Saskatchewan, an issuer is not required to update an offering memorandum that was filed in the local jurisdiction before April 30, 2016, solely to incorporate the statement required under paragraph 2.9(5.1)(a), unless the offering memorandum would otherwise be required to be updated pursuant to subsection 2.9(14) or Instruction B.12 of Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers. 8.4.2 Transition - offering memorandum exemption - marketing materials - Despite paragraph 2.9(17.1)(a), in Alberta, New Brunswick, Nova Scotia, Québec and Saskatchewan, OM marketing materials that relate to an offering memorandum that was filed in the local jurisdiction before April 30, 2016 and that are delivered or made reasonably available after April 30, 2016 must be filed within 10 days from the earlier of delivery to, or being made reasonably available to, a prospective purchaser 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. 8.5 Repealed. 8 May 2015 SR 43/2015 s4. Repeal of former instrument 8.6 National Instrument 45-106 Prospectus and Registration Exemptions which came into force on September 14, 2005 is repealed on September 28, 2009. Effective date 8.7(1) Except in Ontario, this Instrument comes into force on September 28, 2009. (2) In Ontario, this Instrument comes into force on the later of the following: (a) September 28, 2009; (b) the day on which sections 5 and 11, subsection 12(1) and section 13 of Schedule 26 of the Budget Measures Act, 2009 are proclaimed in force. 1499 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Appendix A to National Instrument 45-106 Prospectus Exemptions Variable insurance contract exemption (section 2.39) JURISDICTION LEGISLATION REFERENCE ALBERTA “contract of insurance”, “group insurance”, “life insurance”, and “policy” have the respective meanings assigned to them under the Insurance Act (Alberta) and the regulations under that Act. “insurance company” means an insurer as defined in the Insurance Act (Alberta) that is licensed under that Act. BRITISH COLUMBIA “contract”, “group insurance”, and “policy” have the respective meanings assigned to them under the Insurance Act (British Columbia) and the regulations under that Act.“life insurance” has the respective meaning assigned to it under the Financial Institutions Act (British Columbia) and the regulations under that Act. “insurance company” means an insurance company, or an extraprovincial insurance corporation, authorized to carry on insurance business under the Financial Institutions Act (British Columbia). MANITOBA “contract of insurance”, “group insurance”, “life insurance”, and “policy” have the respective meanings assigned to them under the Insurance Act (Manitoba) and the regulations under that Act. “insurance company” means an insurer as defined in the Insurance Act (Manitoba) that is licensed under that Act. NEW BRUNSWICK “contract of insurance”, “group insurance”, “life insurance”, and “policy” have the respective meanings assigned to them under the Insurance Act (New Brunswick) and the regulations under that Act. “insurance company” means an insurer as defined in the Insurance Act (New Brunswick) that is licensed under that Act. NORTHWEST “contract”, “group insurance”, “life insurance”, and TERRITORIES “policy” have the respective meanings assigned to them under the Insurance Act (Northwest Territories). “insurance company” means an insurer as defined in the Insurance Act (Northwest Territories) that is licensed under that Act. NOVA SCOTIA “contract”, “group insurance”, “life insurance”, and “policy” have the respective meanings assigned to them under the Insurance Act (Nova Scotia) and the regulations under that Act. “insurance company” has the same meaning as in section 3(1)(a) of the General Securities Rules (Nova Scotia). 1500 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) ONTARIO “contract”, “group insurance”, and “policy” have the respective meanings assigned to them in section 1 and 171 of the Insurance Act (Ontario). “life insurance” has the respective meaning assigned to it in Schedule 1 by Order of the Superintendent of Financial Services. “insurance company” has the same meaning as in section 1(2) of the General Regulation (Ont. Reg. 1015). QUÉBEC “contract of insurance”, “group insurance”, “life insurance”, and “policy” have the respective meanings assigned to them under the Civil Code of Québec. “insurance company” means an insurer holding a license under the Act respecting insurance (R.S.Q., c. A-32). PRINCE EDWARD “contract”, “group insurance”, “insurer”, “life insurance” ISLAND and “policy” have the respective meanings assigned to them in sections 1 and 174 of the Insurance Act (Prince Edward Island). “insurance company” means an insurance company licensed under the Insurance Act (R.S.P.E.I. 1988, Cap. I-4). SASKATCHEWAN “contract”, “life insurance” and “policy” have the respective meanings assigned to them in section 2 of The Saskatchewan Insurance Act (Saskatchewan).“group insurance” has the respective meaning assigned to it in section 133 of The Saskatchewan Insurance Act (Saskatchewan). “insurance company” means an issuer licensed under The Saskatchewan Insurance Act (Saskatchewan). YUKON “contract”, “group”, “life insurance” and “policy” have the respective meanings assigned to them under the Insurance Act (Yukon) and the regulations made under that Act. “insurance company” means an insurer as defined in the Insurance Act (Yukon) that is licensed under that Act. 1501 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Appendix B to National Instrument 45-106 Prospectus Exemptions Control Block Distributions (PART 4) JURISDICTION SECURITIES LEGISLATION REFERENCE ALBERTA Section 1(p)(iii) of the Securities Act (Alberta) BRITISH COLUMBIA Paragraph (c) of the definition of “distribution” contained in section 1 of the Securities Act (British Columbia) MANITOBA Section 1(b) of the definition of “primary distribution to the public” contained in subsection 1(1) of the Securities Act (Manitoba) NEW BRUNSWICK Paragraph (c) of the definition of “distribution” contained in section 1(1) of the Securities Act (New Brunswick) NEWFOUNDLAND AND Section 2(1)(1)(iii) of the Securities Act LABRADOR (Newfoundland and Labrador) NORTHWEST TERRITORIES Paragraph (c) of the definition of “distribution” in subsection 1(1) of the Securities Act (Northwest Territories) NOVA SCOTIA Section 2(1)(1)(iii) of the Securities Act (NovaScotia) ONTARIO Paragraph (c) of the definition of “distribution” contained in subsection 1(1) of the SecuritiesAct (Ontario) PRINCE EDWARD ISLAND Section 1(f)(iii) of the Securities Act (Prince Edward Island) QUÉBEC Paragraph 9 of the definition of “distribution” contained section 5 of the Securities Act (Québec) SASKATCHEWAN Section 2(1)(r)(iii) of The Securities Act, 1988 (Saskatchewan) YUKON Paragraph (c) of the definition of “distribution” in subsection 1(1) of the Securities Act (Yukon) 1502 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Appendix C to National Instrument 45-106 Prospectus Exemptions Listing Representation Prohibitions JURISDICTION SECURITIES LEGISLATION REFERENCE ALBERTA Subsection 92(3) of the Securities Act (Alberta) MANITOBA Subsection 69(3) of The Securities Act (Manitoba) NEW BRUNSWICK Subsection 58(3) of the Securities Act (New Brunswick) NEWFOUNDLAND AND Subsection 39(3) of the Securities Act (Newfoundland LABRADOR and Labrador) NORTHWEST Subsection 147(1) of the Securities Act (Northwest TERRITORIES Territories) NOVA SCOTIA Subsection 44(3) of the Securities Act (Nova Scotia) NUNAVUT Subsection 147(1) of the Securities Act (Nunavut) ONTARIO Subsection 38(3) of the Securities Act (Ontario) PRINCE EDWARD ISLAND Subsection 147(1) of the Securities Act (Prince Edward Island) QUÉBEC Subsection 199(4) of the Securities Act (Québec) SASKATCHEWAN Subsection 44(3) of The Securities Act, 1988 (Saskatchewan) YUKON Subsection 147(1) of the Securities Act (Yukon). 1503 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Appendix D to National Instrument 45-106 Prospectus Exemptions Secondary Market Liability Provisions JURISDICTION SECURITIES LEGISLATION REFERENCE ALBERTA Part 17.01 of the Securities Act (Alberta) BRITISH COLUMBIA Part 16.1 of the Securities Act (British Columbia) MANITOBA Part XVIII of The Securities Act (Manitoba) NEW BRUNSWICK Part 11.1 of the Securities Act (New Brunswick) NEWFOUNDLAND AND Part XXII.1 of the Securities Act (Newfoundland LABRADOR and Labrador) NORTHWEST TERRITORIES Part 14 of the Securities Act (Northwest Territories) NOVA SCOTIA Sections 146A to 146N of the Securities Act (Nova Scotia) NUNAVUT Part 14 of the Securities Act (Nunavut) ONTARIO Part XXIII.1 of the Securities Act (Ontario) PRINCE EDWARD ISLAND Part 14 of the Securities Act (Prince Edward Island) QUÉBEC Division II of Chapter II of Title VIII of the Securities Act (Québec) SASKATCHEWAN Part XVIII.1 of The Securities Act, 1988 (Saskatchewan) YUKON Part 14 of the Securities Act (Yukon) 1504 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 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 filing fee must pay the filing fee and file the information required by this form in the manner and using the templates specified in the System for Electronic Data Analysis and Retrieval + (SEDAR+) in accordance with National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (in Québec, Regulation 13-103 respecting System for Electronic Data Analysis and Retrieval + (SEDAR +)). The issuer or underwriter must file the report in a jurisdiction of Canada if the distribution occurs in the jurisdiction, and the issuer or underwriter is relying on a specific exemption from the prospectus requirement set out in section 6.1 of the Instrument. The requirement to file this report might also be a condition of a prospectus exemption provided in a national, multilateral or local rule or instrument, or a condition of an exemptive relief order. 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 filing fee in a particular jurisdiction of Canada, consult the securities legislation of that jurisdiction. The issuer or underwriter must pay the filing fee through SEDAR+ in accordance with National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+)(NI 13-103) (in Québec, Regulation 13-103 respecting System for Electronic Data Analysis and Retrieval + (SEDAR+)). 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 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) may file the report annually in accordance with that subsection. 1505 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 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 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) 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. Joint purchasers may be treated as one purchaser for the purposes of Item 7(f) of this form. 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 The report must be filed in English or in French. In Québec, the issuer or underwriter 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 exchange rate of the Bank of Canada on the distribution date. If the distribution date occurs on a date when the daily exchange rate of the Bank of Canada is not available, convert the currency to Canadian dollars using the most recent daily 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 exchange rate of the Bank of Canada for the distribution period covered by the report. 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. 1506 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 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 DCT Digital coins or tokens DEB Debentures DRS Depository receipts (such as American or Global depository receipts/shares) FTS Flow-through shares FTU Flow-through units LPU Limited partnership units and limited partnership interests (including capital commitments) MTG Mortgages (other than syndicated mortgages) NOT Notes (include all types of notes except convertible notes) OPT Options PRS Preferred shares RTS Rights SMG Syndicated mortgages SUB Subscription receipts 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 (including special warrants) OTH Other securities not included above (if selected, provide details of security type in Item 7d) 13. Distributions by more than one issuer of a single security If two or more issuers distributed a single security, provide the full legal names of the co-issuers in Item 3. 1507 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 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; “NRD” means National Registration Database; “permitted client” has the same meaning as in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (in Québec, Regulation 31-103 respecting Registration Requirements, Exemptions and Ongoing Registrant Obligations); 1508 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “SEDAR+” has the same meaning as in National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (in Québec, Regulation 13-103 respecting System for Electronic Data Analysis and Retrieval + (SEDAR+)); “SEDAR+ profile” means a profile required under section 4 of National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+) (in Québec, Regulation 13-103 respecting System for Electronic Data 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 ITEM 1 – REPORT TYPE New report Amended report If amended, provide filing date of report that is being amended. (YYY-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 (in Québec, Regulation 81-106 respecting Investment Fund Continuous Disclosure and Policy Statement to Regulation 81-106 respecting Investment Fund Continuous Disclosure). 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 If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above. Full legal name(s) of co-issuer(s) (if applicable) 1509 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 ITEM 4 – UNDERWRITER INFORMATION If an underwriter is completing the report, provide the underwriter’s full legal name, firm NRD number, and SEDAR+ profile number. Full legal name Firm NRD number (if applicable) SEDAR+ profile number 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 in your reasonable judgment most closely corresponds to the issuer’s primary business activity. 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/ Consumer debt Private buisness Dept companies Cryptoassets b) Number of employees Number of employees 0 – 49 50 – 99 100 – 499 500 or more c) SEDAR+ profile number Provide the issuer’s SEDAR+ profile number 1510 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 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) SEDAR+ profile number b) Type of Investment fund Type of investment fund that most accurately identifies the issuer (select only one). Money market Equity Fixed income Consumer debt Balanced Alternative strategies Cryptoasset 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) 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 MM DD 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 in connection with the distribution, which must 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 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 End YYYY MM DD YYYY MM DD c) Detailed purchaser information Complete Schedule 1 of this form for each purchaser. 1511 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 d) Types of securities distributed Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) 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 Description of security Number of Single Highest Total number securities or price amount (if lowest applicable) price 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. Convertible / Underlying Exercise price Expiry Expiry Describe exchangeable security code (Canadian $) date date other terms (if security code Lowest Highest applicable) (YYYY- (YYYY- MM-DD) MM-DD) 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 Exemption relied on Number Total amount (Canadian $) country of unique purchasers2a Total dollar amount of securities distributed Total number of unique purchasers2b 2a In calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser. 2b 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. 1512 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 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. 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. Province or country Net proceeds (Canadian $) Total net proceeds to the investment fund ITEM 8 – COMPENSATION INFORMATION Provide information for each person (as defined in NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions)) 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. No Yes If yes, indicate number of persons compensated a) Name of person compensated and registration status Indicate whether the person compensated is a registrant No 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. No 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 1513 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 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 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) 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 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. 1514 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 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 the one that applies – if more than one applies, select only one). 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 pubic issuer 6 Provide name of reporting issuer Issuer distributing only eligible foreign securities and the distribution is to permitted clients only 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 Family First given Secondary Business location of Relationship to issuer or company name name given names non-individual or (select all that apply) name residential jurisdiction of individual Province or country D O P 1515 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 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 Family First given Secondary Residential jurisdiction of Relationship to or company name name given names individual promoter name (select one or both if applicable) Province or country D O c) Residential address of each individual Complete Schedule 2 of this form, including the full residential address of each individual whose name appears in Item 9(a) or (b). Schedule 2 also requires information to be provided about control persons. 1516 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) ITEM 10 – CERTIFICATION Provide the following certification and business contact information of an officer, director or agent 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 be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below. If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report 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. Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions to file a completed report of exempt distribution. By completing the information below, I certify, on behalf of the issuer/underwriter/investment fund manager, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete. Name of issuer/underwriter/ investment fund manager/agent Full legal name of individual Family name First given name Secondary given names Title Telephone number Email address Signature Date YYYY MM DD 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 of individual Family name First given name Secondary given names Name of company Telephone number Email address 1517 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 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. 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 If two or more individuals have purchased a security as joint purchasers, provide information for each purchaser under the columns for family name, first given name and secondary given names, if applicable, and separate the individuals’ names with an ampersand. For example, if Jane Jones and Robert Smith are joint purchasers, indicate “Jones & Smith” in the family name column. 1. Family name 2. First given name 3. Secondary given names (if applicable) 4. Full legal name of non-individual (if applicable) 1518 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 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 (in Québec, Regulation 45-106 respecting Prospectus Exemptions), provide the paragraph number in the definition of “accredited investor” in section 1.1 of NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) that applies to the purchaser. (select only one - if the purchaser is a permitted client that is not an individual, “NIPC.” can be selected instead of the paragraph number) 3. If relying on section 2.5 [Family, friends and business associates] of NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions), 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 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) 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 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) that applies to the purchaser. (select only one) 1519 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 f) Other information Paragraphs f)1. and f)2. do not apply if any of the following apply: (a) the issuer is a foreign public issuer; (b) the issuer is a wholly owned subsidiary of a foreign public issuer; (c) the issuer is distributing only eligible foreign securities and the distribution is to permitted clients only. 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 a person compensated is a registered firm, provide the firm NRD number only. (Note: the names must be consistent with the names of the persons 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 (in Québec, Regulation 45-106 respecting Prospectus Exemptions), 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 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) For reports filed under paragraph 6.1(1)(j) [TSX Venture Exchange offering] of NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions), Schedule 1 must 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. 1520 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 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 1521 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Questions: Refer any questions to: Questions: Refer any questions to: Alberta Securities Commission Suite 600, 250 - 5th Street SW Calgary, Alberta T2P 0R4 Telephone: 403-297-6454 Facsimile: 403-297-6156 Toll free in Canada: 1-877-355-0585 Public official contact regarding indirect collection of information: FOIP Coordinator 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: 604-899-6506 Email: FOI-privacy@bcsc.bc.ca Public official contact regarding indirect collection of information: Privacy Officer The Manitoba Securities Commission 500 - 400 St. Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: 204-945-2561 Toll free in Manitoba: 1-800-655-5244 Facsimile: 204-945-0330 Public official contact regarding indirect collection of information: Director 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 Public official contact regarding indirect collection of information: Chief Executive Officer and Privacy Officer Government of Newfoundland and Labrador Office of the Superintendent Department of Digital Government and Service NL P.O. Box 8700 Confederation Building 2nd Floor, West Block 1522 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Prince Philip Drive St. John’s, Newfoundland and Labrador A1B 4J6 Attention: Superintendent of Securities Telephone: 709-729-2571 Facsimile: 709-729-6187 Public official contact regarding indirect collection of information: Superintendent of Securities Government of the Northwest Territories Office of the Superintendent of Securities P.O. Box 1320 Yellowknife, Northwest Territories X1A 2L9 Telephone: 867-767-9305 Facsimile: 867-873-0243 Public official contact regarding indirect collection of information: Superintendent of Securities 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 Public official contact regarding indirect collection of information: Executive Director Government of Nunavut Office of the Superintendent of Securities Legal Registries Division P.O. Box 1000, Station 570 4th Floor, Building 1106 Iqaluit, Nunavut X0A 0H0 Telephone: 867-975-6590 Facsimile: 867-975-6594 Public official contact regarding indirect collection of information: Superintendent of Securities 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 1523 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 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 Public official contact regarding indirect collection of information: Superintendent of Securities Autorité des marchés financiers 800, rue du Square-Victoria, 22e étage C.P. 246, Place Victoria 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) Public official contact regarding indirect collection of information: Corporate Secretary Financial and Consumer Affairs Authority of Saskatchewan Suite 601 – 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: 306-787-5842 Facsimile: 306-787-5899 Public official contact regarding indirect collection of information: Executive Director, Securities Division Office of the Superintendent of Securities Government of Yukon Department of Community Services 307 Black Street, 1st Floor P.O. Box 2703, C-6 Whitehorse, Yukon Y1A 2C6 Telephone: 867-667-5466 Facsimile: 867-393-6251 Email: securities@yukon.ca Public official contact regarding indirect collection of information: Superintendent of Securities 1524 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 45-106F2 Offering Memorandum For Non-Qualifying Issuers Date: [Insert the date from the certificate page.] The Issuer Name: Head office: Address: Phone #: Website address: Email address: Currently listed or quoted? [If no, state in bold type: “These securities do not trade on any exchange or market.” If yes, identify the exchange or market.] Reporting issuer? [Yes/No. If yes, state where.] The Offering Securities offered: Price per security: Minimum/Maximum offering: [If there is no minimum, state in bold type: “There is no minimum.” and also state in bold type: “You may be the only purchaser.”] Minimum subscription amount: [State the minimum amount each investor must invest, or state “There is no minimum subscription amount an investor must invest.”] Payment terms: Proposed closing date(s): Income tax consequences: There are important tax consequences to these securities. See item 8. [If income tax consequences are not material, delete this item.] Insufficient Funds If item 2.6 applies, state in bold type: “Funds available under the offering may not be sufficient to accomplish the proposed objectives. See item 2.6.” Compensation Paid to Sellers and Finders If item 9 applies, state the following: ‘A person has received or will receive compensation for the sale of securities under this offering. See item 9.’. Underwriter(s) State the name of any underwriter. Guidance: The requirements of National Instrument 33-105 Underwriting Conflicts may be applicable. Resale Restrictions State: “You will be restricted from selling your securities for [4 months and a day/ an indefinite period]. See item 12.” 1525 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Working Capital Deficiency If the issuer is disclosing a working capital deficiency under item 1.1, state the following, with the bracketed information completed: “[name of issuer] has a working capital deficiency. See item 1.1.” Payments to Related Party If the issuer is disclosing payment to a related party under item 1.2, state the following, with the bracketed information completed as applicable: “[All of][Some of] your investment will be paid to a related party of the issuer. See item 1.2.” Certain Related Party Transactions If the issuer is making disclosure under item 2.9(b), or subsection 7(2) of Schedule 1, state the following with the bracketed information completed as applicable: “This offering memorandum contains disclosure with respect to one or more transactions between [name of issuer] and a related party, where [name of issuer] [paid more to a related party than the related party paid for a business, asset or real property] [and] [was paid less by a related party for a business, asset or real property than [name of issuer] paid for it]. See [item 2.9(b)] [and] [subsection 7(2) of Schedule 1].” Certain Dividends or Distributions If the issuer is making disclosure under item 7, state the following with the bracketed information completed: “[name of issuer] has paid dividends or distributions that exceeded cash flow from operations. See item 7.” Conditions on Repurchases If the purchaser will have a right to require the issuer to repurchase the securities and there is any restriction, fee or price associated with this right, state in bold type with the bracketed information completed, as applicable: “You will have a right to require the issuer to repurchase the securities from you, but this right is qualified by [a specified price] [and] [restrictions] [and] [fees]. As a result, you might not receive the amount of proceeds that you want. See item 5.1.” 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 a right to damages or to cancel the agreement. See item 13.” State in bold type: “No securities regulatory authority or regulator 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 10.” 1526 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Instructions 1. Include all of the above information at the beginning of the offering memorandum. 2. After the above information, include a table of contents for the rest of the information in the offering memorandum. Guidance National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure may be applicable to disclosure in the offering memorandum. Item 1: Use of Available Funds 1.1 Funds – Using the following table, disclose the funds available as a result of the offering. If the issuer plans to combine additional sources of funding with the available funds from the offering to achieve its principal capital-raising purpose, provide details about each additional source of funding. If there is no minimum offering, state “$0” as the minimum. Disclose any working capital deficiency of the issuer as at a date not more than 30 days before the date of the offering memorandum. If the working capital deficiency will not be eliminated by the use of available funds, state how the issuer intends to eliminate or manage the deficiency. Assuming Assuming min. offering max. offering A Amount to be raised by this offering $ $ B Selling commissions and fees $ $ C Estimated offering costs (including legal, accounting and audit) $ $ D Available funds: D = A − (B + C) $ $ E Additional sources of funding required $ $ F Working capital deficiency $ $ G Total: G = (D + E) − F $ $ 1.2 Use of Available Funds – Using the following table, provide a detailed breakdown of how the issuer will use the available funds. If any of the available funds 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 more than 10% of the available funds will be used by the issuer to pay debt and the issuer incurred the debt within the two preceding financial years, describe why the debt was incurred. Description of intended use of available funds Assuming Assuming listed in order of priority min. offering max. offering $ $ $ $ Total: Equal to G in the Funds table above $ $ 1.3 Proceeds Transferred to Other Issuers – If a significant amount of the proceeds of the offering will be invested in, loaned to, or otherwise transferred to another issuer that is not a subsidiary controlled by the issuer, provide the disclosure specified by items 2, 3, 4.1, 4.2, 10 and 14 and, as applicable, Schedule 1 of this form if the other issuer is engaged in real estate activities, and Schedule 2 of this form if the other issuer is a collective investment vehicle, as if each of those other issuers were the issuer preparing the offering memorandum. In addition, describe the relationship between the issuer and each of those other issuers, and supplement the description with a diagram. 1527 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 2: Business of the Issuer and Other Information and Transactions 2.1 Structure – State whether the issuer is a partnership, corporation or trust, or if the issuer is not a corporation, partnership or trust then state what type of business association the issuer is. State any statute under which the issuer is incorporated, continued or organized, and the date of incorporation, continuance or organization. 2.2 The Business – Describe the issuer’s business. (a) For a non-resource issuer include in the description the following: (i) principal products or services; (ii) operations; (iii) market, marketing plans and strategies; (iv) a discussion of the issuer’s current and prospective competitors. (b) For a resource issuer include in the description the following: (i) a description of principal properties (including interest held); (ii) a summary of material information including, as applicable, the stage of development, reserves, geology, operations, production and mineral reserves or mineral resources being explored or developed. Guidance 1. For a resource issuer disclosing scientific or technical information for a mineral project, see General Instruction A.8 of this Form. 2. For a resource issuer disclosing information about its oil and gas activities, see General Instruction A.9 of this Form. 2.3 Development of Business – Describe the general development of the issuer’s business over at least its two most recently completed financial years and any subsequent period. Include any major events that have occurred or conditions that have influenced (favourably or unfavourably) the development or financial condition of the issuer. 2.4 Long Term Objectives – With respect to the issuer’s objectives subsequent to the next 12 months after the date of the offering memorandum, describe each significant event associated with those objectives, state the specific time period in which each event is expected to occur, and the costs related to each event. 2.5 Short Term Objectives (a) Disclose the issuer’s objectives for the next 12 months after the date of the offering memorandum. (b) Using the following table, disclose how the issuer intends to meet those objectives. Actions to be taken Target completion date Cost to complete or, if not known, number of months to complete $ $ 1528 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2.6 Insufficient Funds If applicable, disclose that the funds available as a result 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. With respect to any alternative financing that has been arranged, disclose the amount, source and all outstanding conditions. 2.7 Additional Disclosure for Issuers Without Significant Revenue (1) If the issuer has not had significant revenue from operations in either of its two most recently completed financial years, or has not had significant revenue from operations since inception, provide, for each period referred to in subsection (2), a breakdown of the material components of the following: (a) exploration and evaluation assets or expenditures and, if the issuer’s business primarily involves mining exploration and development, provide the breakdown on a property-by-property basis; (b) expensed research and development costs; (c) intangible assets arising from development; (d) general and administration expenses; (e) any material costs, whether expensed or recognized as assets, not referred to in paragraphs (a) through (d). (2) Include the disclosure in subsection (1) with respect to each period for which financial statements are included in the offering memorandum. (3) Subsection (1) does not apply to any period for which the information specified under subsection (1) has been disclosed in the financial statements that are included in the offering memorandum. 2.8 Material Contracts – Disclose the key terms of all material contracts including, for certainty, the following: (a) if the contract is with a related party, the name of the related party and the relationship to the issuer; (b) a description of any asset, property or interest acquired, disposed of, leased or under option; (c) a description of any service provided; (d) purchase price and payment terms (including payment by instalments, cash, securities or work commitments); (e) the principal amount of any debenture or loan, the repayment terms, security, due date and interest rate; (f) the date of the contract; (g) the amount of any finder’s fee or commission paid or payable to a related party in connection with the contract; (h) any material outstanding obligations under the contract. 1529 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2.9 Related Party Transactions With respect to any purchase and sale transaction between the issuer and a related party that does not relate to real property, (a) using the following table and starting with the most recent transaction, provide the specified information, and Description of Date of Legal name Legal name Amount business or asset transfer of seller of buyer and form of consideration exchanged in connection with transfer (b) explain the reason for any material difference between the amount of consideration paid by the issuer and the amount of consideration paid by a related party for the business or asset. Item 3: Compensation and Security Holdings of Certain Parties 3.1 Compensation and Securities Held Using the following table, provide the specified information for the following: (a) each director, officer and promoter of the issuer; (b) each person that has beneficial ownership of, or direct or indirect control over, or a combination of beneficial ownership and direct or indirect control over, 10% or more of any class of voting securities of the issuer; (c) any related party not specified in paragraph (a) or (b) that received compensation in the most recently completed financial year or is expected by the issuer to receive compensation in the current financial year. Full legal name If paragraph (a) Compensation Number, type Number, type and place of or (b) applies, paid by issuer or and percentage and percentage of residence or, if specify whether the related party in of securities securities of the not an individual, person is a director, the most recently of the issuer issuer held after jurisdiction of officer, promoter or completed held after completion of organization person referred to financial year and completion maximum offering in paragraph (b); if the compensation of minimum paragraph (c) applies, expected to offering specify the person’s be paid in the relationship to the current financial issuer; in all cases, year specify the date that the person became a person identified in paragraph (a), (b) or (c) 1530 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Instructions to Item 3.1 1. If the issuer has not completed its first financial year, disclose for the period from the date of the issuer’s inception to the date of the offering memorandum. 2. Compensation includes any form of remuneration including, for certainty, cash, shares and options. 3. If a person identified in paragraph (a), (b) or (c) is not an individual, state in a note to the table the full legal name of any person that has beneficial ownership of, or direct or indirect control over, or a combination of beneficial ownership and direct or indirect control over, more than 50% of the voting rights of the person. 3.2 Management Experience – Using the following table, provide the specified information for the directors and executive officers of the issuer for the 5 years preceding the date of the offering memorandum. Full Legal Name Principal occupation and description of experience associated with the occupation 3.3 Penalties, Sanctions, Bankruptcy, Insolvency and Criminal or Quasi- Criminal Matters (a) If any of the following have occurred during the 10 years preceding the date of the offering memorandum with respect to a director, executive officer or control person of the issuer, or an issuer of which any of those persons was a director, executive officer or control person at the time, describe the details of the penalty, other sanction or order, including the reason for it and whether it is currently in effect: (i) a penalty or other sanction imposed by a court relating to a contravention of securities legislation; (ii) a penalty or other sanction imposed by a regulatory body relating to a contravention of securities legislation; (iii) an order restricting trading in securities, not including an order that was in effect for less than 30 consecutive days. (b) If any of the following have occurred during the 10 years preceding the date of the offering memorandum with respect to a director, executive officer or control person of the issuer, or an issuer of which any of those persons was a director, executive officer or control person at the time, state that it has occurred: (i) a declaration of bankruptcy; (ii) a voluntary assignment in bankruptcy; (iii) a proposal under bankruptcy or insolvency legislation; (iv) a proceeding, arrangement or compromise with creditors or appointment of a receiver, receiver manager or trustee to hold assets. 1531 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) Disclose and describe the details of the offence, if the issuer or a director, executive officer or control person of the issuer has ever pled guilty to or been found guilty of any of the following: (i) a summary conviction or indictable offence under the Criminal Code (Canada); (ii) a quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction; (iii) a misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory of the United States of America; (iv) an offence under the criminal legislation of any other foreign jurisdiction. 3.4 Certain Loans For any debenture, bond or loan agreement between the issuer and a related party, disclose the following: (a) as at a date not more than 30 days before the date of the offering memorandum, the parties to the agreement, including which party is lender and which party is borrower, the principal amount, the repayment terms, any security, due date and interest rate; (b) during the two most recently completed financial years and up to a date not more than 30 days before the date of the offering memorandum, any material amendment to the agreement, or any release, cancellation or forgiveness. Item 4: Capital Structure 4.1 Securities Except for Debt Securities – Using the following table, provide the specified information about outstanding securities of the issuer, not including debt securities. Add notes to the table to describe the material terms of the securities, including, for certainty, voting rights or restrictions on voting, exercise price and date of expiry, any right of the purchaser to require the issuer to repurchase the securities including any price, fee or restriction associated with that right, and any interest rate or dividend or distribution policy. Number outstanding as at a Number Number date not more than outstanding outstanding Number 30 days before the after after Description authorized Price per date of the offering minimum maximum of security to be issued security memorandum offering offering 1532 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 4.2 Long Term Debt – Using the following table, provide the specified information about outstanding debt of the issuer for which all or a portion is due, or may be outstanding, more than 12 months from the date of the offering memorandum. Add notes to the table to disclose any amounts of the debt that are due within 12 months of the date of the offering memorandum. In addition, add notes to the table to describe any conversion terms. If the securities being offered are debt securities, complete the applicable parts of the table for the debt, and add columns to the table disclosing the amount of the debt that will be outstanding after both the minimum and maximum offering. Amount outstanding at a date not more than Description of debt 30 days before the (including whether date of the offering secured) Interest rate Repayment terms memorandum $ $ 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 12 months before the date of the offering memorandum, use the following table to provide the information specified. If securities were issued in exchange for assets or services, describe in a note to the table the assets or services that were provided. Number of Type of security securities Price per Total funds Date of issuance issued issued security received Item 5: Securities Offered 5.1 Terms of Securities (a) Describe the material terms of the securities being offered, including, for certainty, the following: (i) voting rights or restrictions on voting; (ii) conversion or exercise price and date of expiry; (iii) any right of the purchaser to require the issuer to repurchase the securities, including any price, fee or restriction associated with that right; (iv) interest rate, and dividend or distribution policy. (b) Provide a sample calculation in respect of any right of the purchaser to require the issuer to repurchase the securities. 1533 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 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, including any 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, and whether the issuer will pay the purchasers interest on consideration. Item 6: Repurchase Requests With respect to any securities of the issuer for which investors have a right to require the issuer to repurchase the securities, disclose the following: (a) for each of the two most recently completed financial years, the information specified by the following table; Description of Date of end Number of Number of Number of Average Source Number of security of financial securities securities securities price paid of funds securities year with for which repurchased for the used to with outstanding investors during the repurchased complete the outstanding repurchase made year securities repurchases repurchase requests on repurchase requests on the first day requests the last day of the year during the of the year year (b) for the period after the end of the issuer’s most recently completed financial year and up to a date not more than 30 days before the date of the offering memorandum, the information specified by the following table; Description of Beginning Number of Number of Number of Average Source of Number of security and end securities securities securities price paid funds used securities with dates of with for which repurchased for the to complete outstanding the period outstanding investors during the securities the repurchase repurchase made period repurchased repurchases requests on the requests repurchase last day of the on the first requests period day of the during the period period (c) with respect to the periods specified in (a) and (b), the reason for any non- fulfillment of investor repurchase requests, unless the non-fulfillment was in accordance with terms governing the right. 1534 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 7: Certain Dividends or Distributions If in the two most recently completed financial years, or any subsequent interim period, the issuer paid dividends or distributions that exceeded cash flow from operations, disclose the source of those payments. Item 8: Income Tax Consequences and RRSP Eligibility 8.1 State: “You should consult your own professional advisers to obtain advice on the income tax consequences that apply to you.” 8.2 If income tax consequences are a material aspect of the securities being offered, provide (a) a summary of the significant income tax consequences to Canadian residents, and (b) the name of the person providing the income tax disclosure in (a). 8.3 Provide advice regarding the RRSP eligibility of the securities and the name of the person 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 9: Compensation Paid to Sellers and Finders If any person has or will receive any commission, corporate finance fee or finder’s fee or any other compensation in connection with the offering, provide the following information: (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); (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 10: 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. Guidance: 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. 1535 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (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 revenue or profits, ● lack of specific management or technical expertise, ● management’s regulatory and business track record, ● dependence on key employees, suppliers or agreements, ● dependence on financial viability of guarantor, ● pending and outstanding 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 11: Reporting Obligations 11.1 Disclose the documents, including any financial information required by the issuer’s corporate legislation, constating documents, or other documents under which the issuer is organized, that will be sent to purchasers on an annual or ongoing basis. If the issuer is not required to send any documents to the purchasers on an annual or ongoing basis, state in bold type: “We are not required to send you any documents on an annual or ongoing basis.” 11.2 If corporate or securities information about the issuer is available from a government, securities regulatory authority or regulator, SRO or quotation and trade reporting system, disclose where that information can be located (including website address). Item 12: Resale Restrictions 12.1 Restricted Period – For trades in Alberta, British Columbia, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Québec, Saskatchewan and Yukon state one of the following, as applicable: (a) If the issuer is not a reporting issuer in a jurisdiction at the distribution date state: “Unless permitted under securities legislation, you cannot trade the securities before the date that is 4 months and a day after the date [insert name of issuer] became a reporting issuer in any province or territory of Canada.” (b) If the issuer is a reporting issuer in a jurisdiction at the distribution date 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.” 1536 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 12.2 Manitoba Resale Restrictions – For trades in Manitoba, if the issuer will not be a reporting issuer in a jurisdiction at the time the security is acquired by the purchaser state: “Unless permitted under securities legislation, you must not trade the securities without the prior written consent of the regulator in Manitoba unless (a) [name of 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 13: Purchasers’ Rights 13.1 Statements Regarding 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] to cancel your agreement to buy these securities, or (b) for damages against [state the name of issuer and the title of any other person 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.] 1537 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (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]: (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] proves does not represent the depreciation in value of the securities resulting from the misrepresentation. [Name of 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.” 13.2 Cautionary Statement Regarding Report, Statement or Opinion by Expert – If a report, statement or opinion by a solicitor, auditor, accountant, engineer, appraiser, notary in Québec or other person or company whose profession or business could, to a reasonable person, be viewed as giving authority to a statement made by that person or company, is included or referenced in the offering memorandum, and purchasers do not have a statutory right of action in the local jurisdiction against that person or company for a misrepresentation in the offering memorandum, state the following, with the bracketed information completed, as applicable: ‘This offering memorandum [includes][references] [describe any report, statement or opinion, the party that gave it, and the effective date of the document]. You do not have a statutory right of action against [this party][these parties] for a misrepresentation in the offering memorandum. You should consult with a legal adviser for further information.’ Item 14: Financial Statements Include in the offering memorandum immediately before the certificate page of the offering memorandum all financial statements specified in the Instructions. Item 15: 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.” 1538 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Instructions for Completing Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers A. General Instructions 1. Refer to subsections 2.9(13.1), (13.2) and (13.3) of the Instrument, which set out the standard of disclosure for an offering memorandum. 2. 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. 3. Address the items required by the form in the order set out in the form. However, it is not necessary to provide disclosure in response to a requirement or part of a requirement that does not apply. 4. The issuer may include additional information in the offering memorandum other than that specifically required by the form. 5. 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. 6. It is an offence to make a misrepresentation in the offering memorandum. This applies to both information that is required by the form and additional information that is provided. Include particulars of any material facts, which have not been disclosed under any of the Item numbers and for which failure to disclose would constitute a misrepresentation in the offering memorandum. Refer also to subsection 3.8(3) of Companion Policy 45-106CP for additional information. 7. Do not disclose a maximum offering amount unless the issuer reasonably expects, as at the date of the offering memorandum, to distribute that amount under the offering memorandum. 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. If an oil and gas issuer is disclosing information about its oil and gas activities, it must ensure that the information is disclosed in accordance with Part 4 and Part 5 of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101). Under section 5.3 of NI 51-101, disclosure of reserves or resources must be consistent with the reserves and resources terminology and categories set out in the Canadian Oil and Gas Evaluation Handbook. For the purposes of this instruction, references to reporting issuer in Part 4 and Part 5 of NI 51-101 will be deemed to include all issuers. 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. 1539 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 11. If an issuer uses this form in connection with a distribution under an exemption other than section 2.9 of the Instrument, the issuer must modify the disclosure in item 13 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. 12. During the course of a distribution of securities, any material forward-looking information disseminated must only be that which is set out in the offering memorandum. If an extract of FOFI, as defined in National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), is disseminated, the extract or summary must be reasonably balanced and have a cautionary note in boldface stating that the information presented is not complete and that complete FOFI is included in the offering memorandum. 13. The term ‘quasi-criminal offence’ includes offences under tax, immigration or money laundering legislation. B. Financial Statements – General 1. All financial statements, operating statements for an oil and gas property that is an acquired business or a business to be acquired, and summarized financial information as to the aggregated amounts of assets, liabilities, revenue and profit or loss of an acquired business or business to be acquired that is, or will be, an investment accounted for by the issuer using the equity method included in the offering memorandum must comply with National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, regardless of whether the issuer is a reporting issuer or not. Under National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, financial statements are generally required to be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises. An issuer using this form cannot use Canadian GAAP applicable to private enterprises, except, subject to the requirements of NI 52-107, certain issuers may use Canadian GAAP applicable to private enterprises for financial statements for a business referred to in Instruction C.1. An issuer that is not a reporting issuer may prepare acquisition statements in accordance with the requirements of NI 52-107 as if the issuer were a venture issuer as defined in NI 51-102. For the purposes of this form, the ‘applicable time’ in the definition of a venture issuer is the acquisition date. 2. Include all financial statements required by these instructions in the offering memorandum immediately before the certificate page of the offering memorandum. 3. If the issuer has not completed one financial year or its first financial year end is less than 120 days from the date of the offering memorandum, include in the offering memorandum financial statements of the issuer consisting of: (a) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows for the period from inception to a date not more than 90 days before the date of the offering memorandum, (b) a statement of financial position as at the end of the period referred to in paragraph (a), and (c) notes to the financial statements. 1540 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 4. If the issuer has completed one or more financial years, include in the offering memorandum annual financial statements of the issuer consisting of: (a) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows for: (i) the most recently completed financial year that ended more than 120 days before the date of the offering memorandum, and (ii) the financial year immediately preceding the financial year in subparagraph (i), if any, (b) a statement of financial position as at the end of each of the periods referred to in paragraph (a), (c) a statement of financial position as at the beginning of the earliest comparative period for which financial statements that are included in the offering memorandum comply with IFRS in the case of an issuer that: (i) discloses in its annual financial statements an unreserved statement of compliance with IFRS, and (ii) does any of the following: (A) applies an accounting policy retrospectively in its annual financial statements; (B) makes a retrospective restatement of items in its annual financial statements; (C) reclassifies items in its annual financial statements, (d) in the case of an issuer’s first IFRS financial statements as defined in NI 51-102, the opening IFRS statement of financial position at the date of transition to IFRS as defined in NI 51-102, and (e) notes to the financial statements. 5. If an issuer presents the components of profit or loss in a separate income statement, the separate income statement must be displayed immediately before the statement of comprehensive income filed under Instruction B.4. 6. If the issuer has completed one or more financial years, include in the offering memorandum an interim financial report of the issuer comprised of (a) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows for the most recently completed interim period that ended (i) more than 60 days before the date of the offering memorandum, and (ii) after the year-end date of the financial statements required under Instruction B.4(a)(i), (b) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows for the corresponding period in the immediately preceding financial year, if any, 1541 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) a statement of financial position as at the end of the period required by paragraph (a) and the end of the immediately preceding financial year, (d) a statement of financial position as at the beginning of the earliest comparative period for which financial statements that are included in the offering memorandum comply with IFRS in the case of an issuer that: (i) discloses in its interim financial report an unreserved statement of compliance with International Accounting Standard 34 Interim Financial Reporting, and (ii) does any of the following: (A) applies an accounting policy retrospectively in its interim financial report; (B) makes a retrospective restatement of items in its interim financial report; (C) reclassifies items in its interim financial report, (e) in the case of the first interim financial report in the year of adopting IFRS, the opening IFRS statement of financial position at the date of transition to IFRS, (f) for an issuer that is not a reporting issuer in at least one jurisdiction of Canada immediately before filing the offering memorandum, if the issuer is including an interim financial report of the issuer for the second or third interim period in the year of adopting IFRS, (i) the issuer’s first interim financial report in the year of adopting IFRS, or (ii) both (A) the opening IFRS statement of financial position at the date of transition to IFRS, and (B) the annual and date of transition to IFRS reconciliations required by IFRS 1 First-time Adoption of International Financial Reporting Standards to explain how the transition from previous GAAP to IFRS affected the issuer’s reported financial position, financial performance and cash flows, and (g) notes to the financial statements. 7. If an issuer presents the components of profit or loss in a separate income statement, the separate income statement must be displayed immediately before the statement of comprehensive income filed under Instruction B.6. 8. An issuer is not required to include the comparative financial information for the period in Instruction B.4.(a)(ii) in an offering memorandum if the issuer includes financial statements for a financial year ended less than 120 days before the date of the offering memorandum. 9. For an issuer that is not an investment fund, the term ‘interim period’ has the meaning set out in NI 51-102. In most cases, an interim period is a period ending 9, 6, or 3 months before the end of a financial year. For an issuer that is an investment fund, the term ‘interim period’ has the meaning set out in National Instrument 81-106 Investment Fund Continuous Disclosure (NI 81-106). 1542 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 10. The comparative financial information required under Instruction B.6(b) and (c) may be omitted if the issuer has not previously prepared financial statements in accordance with its current or, if applicable, its previous GAAP. 11. The financial statements required by Instructions B.3, B.4 and B.14(a) must be audited. The financial statements required by Instructions B.6, B.8, B.14(b) and the comparative financial information required by Instruction B.4 may be unaudited; however, if any of those financial statements have been audited, the auditor’s report must be included in the offering memorandum. 12. Refer to National Instrument 52-108 Auditor Oversight for requirements relating to reporting issuers and public accounting firms. 13. All unaudited financial statements and unaudited comparatives must be clearly labelled as unaudited. 14. If the distribution is ongoing, and the offering memorandum does not contain audited annual financial statements for the issuer’s most recently completed financial year, the issuer must do the following: (a) amend the offering memorandum to include the audited annual financial statements and the accompanying auditor’s 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; (b) present the amended offering memorandum and the audited annual financial statements in accordance with the instructions in Parts A, B and C and, for that purpose, the reference to the financial year in Instruction B.4(a)(i) shall mean the issuer’s most recently completed financial year. 15. If the distribution is ongoing, and the offering memorandum is amended pursuant to subsection 2.9(13.2) of the Instrument to reflect a material change, the issuer must present the amended offering memorandum in accordance with the instructions in Parts A, B and C, including any interim financial report required by Instruction B.6(a). 16. In Ontario, if more than 60 days have elapsed since the end of the second interim period that commenced following the later of the issuer’s inception and the issuer’s most recently completed financial year, the offering memorandum does not comply with the requirements of this form unless (a) the offering memorandum, as amended, includes the interim financial report for the most recently completed second interim period, (b) the interim financial report required by paragraph (a) is presented in accordance with the instructions in Parts A, B and C and, for that purpose, Instruction B.6 shall apply regardless of whether the issuer has completed a financial year and the reference to the interim period in Instruction B.6(a) shall mean the issuer’s most recently completed second interim period, (c) the date of the offering memorandum, as amended, is after the end of this most recently completed second interim period, and (d) the offering memorandum, as amended, contains all of the disclosure required by this form as of the date in paragraph (c). 1543 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 17. In Ontario, Instruction B.16 does not apply if the issuer appends to the offering memorandum an additional certificate that: (a) clearly identifies the offering memorandum, (b) forms part of the offering memorandum, (c) certifies all of the following to be true: (i) the offering memorandum does not contain a misrepresentation when read as of the date in paragraph (d); (ii) there has been no material change in relation to the issuer that is not disclosed in the offering memorandum; (iii) the offering memorandum, when read as of the date in paragraph (d), provides a reasonable purchaser with sufficient information to make an informed investment decision, (d) is dated after the end of the issuer’s most recently completed second interim period, and (e) is signed in accordance with subsections 2.9(9) to (12) of the Instrument. 18. In Ontario, if an issuer appends a certificate referred to in Instruction B.17 to its offering memorandum, it must file with the securities regulatory authority in Ontario a copy of the offering memorandum with the appended certificate on or before the 10th day after the distribution under the offering memorandum. 19. In Ontario, Instruction B.16 does not apply if the offering memorandum complies with all of the following: (a) the offering memorandum, as amended, includes the interim financial report for the issuer’s most recently completed third interim period; (b) the interim financial report referred to in paragraph (a) is presented in accordance with the instructions in Parts A, B and C and, for that purpose, Instruction B.6 shall apply regardless of whether the issuer has completed a financial year and the reference to the interim period in Instruction B.6(a) shall mean the issuer’s most recently completed third interim period; (c) the date of the offering memorandum, as amended, is after the end of this most recently completed third interim period; (d) the offering memorandum, as amended, contains all of the disclosure required by this form as of the date in paragraph (c). 20. Forward-looking information, as defined in NI 51-102, included in an offering memorandum must comply with section 4A.2 of NI 51-102 and must include the disclosure described in section 4A.3 of NI 51-102. In addition to the foregoing, FOFI or a financial outlook, each as defined in NI 51-102, included in an offering memorandum must comply with Part 4B of NI 51-102. For an issuer that is not a reporting issuer, references to ‘reporting issuer’ in section 4A.2, section 4A.3 and Part 4B of NI 51-102 must be read as references to an ‘issuer’. Additional guidance may be found in the companion policy to NI 51-102. 1544 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) C. Financial Statements – Business Acquisitions 1. If the issuer (a) has acquired a business during the past two years and the audited financial statements of the issuer included in the offering memorandum do not include the results of the acquired business for 9 consecutive months, or (b) is proposing to acquire a business and the acquisition has progressed to a state where a reasonable person would believe that the likelihood of the acquisition being completed is high, include the financial statements specified in Instruction C.4 for the business if either of the tests in Instruction C.2 is met, irrespective of how the issuer accounts, or will account, for the acquisition. 2. Include the financial statements specified in Instruction C.4 for a business referred to in Instruction C.1 if either (a) the issuer’s proportionate share of the consolidated assets of the business exceeds 100% of the consolidated assets of the issuer calculated using the annual financial statements of each of the issuer and the business for the most recently completed financial year of each that ended before the acquisition date or, for a proposed acquisition, the date of the offering memorandum, or (b) the issuer’s consolidated investments in and advances to the business as at the acquisition date or the proposed date of acquisition exceeds 100% of the consolidated assets of the issuer, excluding any investments in or advances to the business, as at the last day of the issuer’s most recently completed financial year that ended before the date of acquisition or the date of the offering memorandum for a proposed acquisition. For information about how to perform the investment test in this paragraph, please refer to subsections 8.3(4.1) and (4.2) of NI 51-102. Additional guidance may be found in the companion policy to NI 51-102. 3. If an issuer or a business has not yet completed a financial year, or its first financial year ended within 120 days of the offering memorandum date, use the financial statements referred to in Instruction B.3 to make the calculations in Instruction C.2. 4. If under Instruction C.2 you must include in an offering memorandum financial statements for a business, the financial statements must include (a) if the business has not completed one financial year or its first financial year end is less than 120 days from the date of the offering memorandum (i) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows (A) for the period from inception to a date not more than 90 days before the date of the offering memorandum, or (B) if the date of acquisition precedes the ending date of the period referred to in clause (A), for the period from inception to the acquisition date or a date not more than 45 days before the acquisition date, (ii) a statement of financial position dated as at the end of the period referred to in subparagraph (i), and (iii) notes to the financial statements, 1545 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) if the business has completed one or more financial years: (i) annual financial statements comprised of: (A) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows for the following annual periods: (I) the most recently completed financial year that ended before the acquisition date and more than 120 days before the date of the offering memorandum, and (II) the financial year immediately preceding the most recently completed financial year specified in subclause (I), if any, (B) a statement of financial position as at the end of each of the periods specified in clause (A), (C) notes to the financial statements, and (ii) an interim financial report comprised of (A) either (I) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows for the most recently completed year-to-date interim period ending on the last date of the interim period that ended before the acquisition date and more than 60 days before the date of the offering memorandum and ended after the date of the financial statements required under subclause (b)(i)(A)(I), and a statement of comprehensive income and a statement of changes in equity for the 3-month period ending on the last date of the interim period that ended before the acquisition date and more than 60 days before the date of the offering memorandum and ended after the date of the financial statements required under subclause (b)(i)(A)(I), or (II) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows for the period from the first day after the financial year referred to in subparagraph (b) (i) to a date before the acquisition date and after the period end in subclause (b)(ii)(A)(I), (B) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows for the corresponding period in the immediately preceding financial year, if any, (C) a statement of financial position as at the end of the period required by clause (A) and the end of the immediately preceding financial year, and (D) notes to the financial statements. Refer to Instruction B.9 for the meaning of “interim period”. 5. The information for the most recently completed financial period referred to in Instruction C.4(b)(i) must be audited and accompanied by an auditor’s report. The financial statements required under Instruction C.4(a), Instruction C.4(b)(ii) and the comparative financial information required by Instruction C.4(b)(i) may be unaudited; however, if those financial statements or comparative financial information have been audited, the auditor’s report must be included in the offering memorandum. 1546 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 6. If the offering memorandum does not contain audited financial statements for a business referred to in Instruction C.1 for the business’s most recently completed financial year that ended before the acquisition date and the distribution is ongoing, update the offering memorandum to include those financial statements accompanied by an auditor’s 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 a transaction or a proposed transaction for which the likelihood of the transaction being completed is high has been or will be a reverse takeover as defined in NI 51-102, include financial statements for the legal subsidiary in the offering memorandum in accordance with Part A. The legal parent is considered to be the business acquired. Instruction C.1 may also require financial statements of the legal parent. 9. An issuer satisfies the requirements in Instruction C.4 if the issuer includes in the offering memorandum the financial statements required in a business acquisition report under NI 51-102. D. Financial Statement – Exemptions 1. Notwithstanding the requirements in subparagraph 3.3(1)(a)(i) of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, an auditor’s report that accompanies financial statements of an issuer or a business contained in an offering memorandum of a non-reporting issuer may express a qualification of opinion relating to inventory if (a) the issuer includes in the offering memorandum a statement of financial position that is for a date that is after the date to which the qualification relates, (b) the statement of financial position referred to in paragraph (a) is accompanied by an auditor’s report that does not express a qualification of opinion relating to closing inventory, and (c) the issuer has not previously filed financial statements for the same entity accompanied by an auditor’s report for a prior year that expressed a qualification of opinion relating to inventory. 1547 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2. If an issuer has, or will account for a business referred to in Instruction C.1 using the equity method, then financial statements for a business required by Part C are not required to be included if (a) the offering memorandum includes disclosure for the periods for which financial statements are otherwise required under Part C that: (i) summarizes information as to the aggregated amounts of assets, liabilities, revenue and profit or loss 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 profit or loss, (b) the financial information provided under paragraph (a) for the most recently 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 paragraph (a) for any completed financial year has been audited, or identifies the audited financial statements from which the financial information provided under paragraph (a) has been derived, and (ii) the audit opinion with respect to the financial information or financial statements referred to in subparagraph (i) was an unmodified opinion. 3. 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 either of the following apply: (a) the acquisition is significant based only on the asset test; (b) the issuer is unable to provide the financial statements in respect of the significant acquisition otherwise required because those financial statements do not exist or the issuer does not have access to those financial statements, and the following apply: (i) the acquisition was not or will not be a reverse takeover, as defined in NI 51-102; (ii) the following apply: (A) the offering memorandum includes an operating statement for the business or related businesses for each of the financial periods for which financial statements would, but for this section, be required under Instruction C.4 prepared in accordance with subsection 3.11(5) of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards; (B) the operating statement for the most recently completed financial period referred to in Instruction C.4(b)(i) is audited; (C) the offering memorandum includes a description of the property or properties and the interest acquired by the issuer; 1548 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (D) the offering memorandum includes information with respect to the estimated reserves and related future net revenue attributable to the business, the material assumptions used in preparing the estimates and the identity and relationship to the issuer or to the seller of the person who prepared the estimates; (E) the offering memorandum includes actual production volumes of the property for the most recently completed year; (F) the offering memorandum includes estimated production volumes of the property for the first year reflected in the estimate disclosed under clause (D). 4. 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 an oil and gas property, are not required to be audited if, during the 12 months preceding the acquisition date or the proposed acquisition date, the average daily production of the property is less than 20% of the average daily production of the seller for the same or similar periods and (a) 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, (b) 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 (c) the offering memorandum discloses (i) that the issuer was unable to obtain an audited operating statement, (ii) the reasons for that inability, (iii) the fact that the purchase agreement includes the representations and warranties referred to in paragraph (b), and (iv) that the results presented in the operating statements may have been materially different if the statements had been audited. Schedule 1 – Additional Disclosure Requirements for an Issuer Engaged in Real Estate Activities Guidance For an issuer engaged in real estate activities, see subsection 6.4(4) of the Instrument with respect to the completion of this schedule. Instructions 1. Despite General Instruction A.3, an issuer may choose where to integrate the disclosure specified by this schedule within the offering memorandum. 2. Information specified by this schedule that is disclosed in the offering memorandum in response to another provision of this form need not be repeated. 1549 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 1. Definitions In this schedule: “rental management agreement” means an agreement, other than a rental pool agreement, under which a person manages the generation of revenue from real property for another person; “rental pool agreement” means an agreement creating a rental pool; “rental pool” means an arrangement under which revenues derived from, or expenses relating to, two or more properties are pooled and shared among the owners of the properties in accordance with their proportionate interests in the pool. 2. Application (1) This schedule applies to the following: (a) each interest in real property held by the issuer; (b) each interest in real property proposed to be acquired by the issuer, if the proposed acquisition has progressed to a state where a reasonable person would believe that the likelihood of the issuer completing the acquisition is high. (2) Despite subsection (1), and except in the circumstances described in sections 4, 5, 10 and 11, this schedule does not apply in respect of an interest in real property, or more than one interest in real property taken together, that when considered in relation to all interests in real property held by the issuer, is not significant enough to influence a decision by a reasonable investor to buy, hold or sell a security of the issuer. 3. Description of Real Property (1) Describe the following with respect to each interest in real property: (a) the real property’s location, by address or other description; (b) the nature of the interest; (c) any encumbrances that would be material to a reasonable investor; (d) any restriction on sale or disposition; (e) any environmental liabilities, hazards or contamination; (f) any tax arrears; (g) if utilities and other services are not currently being provided, describe how they will be provided and who will provide them; (h) the current use; (i) the proposed use and why the issuer considers the real property to be suitable for its plans; (j) with respect to any buildings affixed to the real property, the type of construction, age and condition, and a description of any units for sale or rental; (k) for real property that the issuer leases to others, the occupancy level as at a date not more than 60 days before the date of the offering memorandum. 1550 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) If the issuer is providing disclosure on 10 or more interests in real property, it may for the purposes of subsection (1) disclose the information on a summarized basis with respect to either of the following: (a) the portfolio of real property interests as a whole; (b) the portfolio of real property interests broken into subgroups. (3) Describe any current legal proceedings, or legal proceedings that the issuer knows to be contemplated, relating to each interest in real property, that would be material to a reasonable investor, including, for each proceeding, the name of the court, the date instituted, the parties to the proceeding, the nature of the claim, any amount claimed, whether the proceeding is being contested, and the present status of the proceeding. Instruction to Section 3 With respect to a proposed acquisition of one or more interests in real property, disclose the issuer’s expectations regarding the matters set out in paragraphs (1)(b), (c) and (d). 4. Appraisal (1) If subsection 2.9(19.6) of the Instrument applies, disclose the following for any appraisal: (a) the appraised fair market value of the interest in real property that is the subject of the appraisal; (b) the effective date of the appraisal; (c) that the appraisal is required to be delivered to the purchaser at the same time or before the offering memorandum is delivered to the purchaser. (2) For each interest in real property to which subsection (1) applies, provide the most recent assessment by any assessing authority. 5. Purchaser’s Interest in Real Property If the purchaser will acquire an interest in real property, disclose the following: (a) a description of the interest; (b) how the interest will be evidenced in a public registry; (c) any existing or anticipated encumbrances on the interest. 6. Developer, or Manager under a Rental Management Agreement or Rental Pool Agreement, Organization, Occupation and Experience, and Penalties, Sanctions, Bankruptcy, Insolvency and Criminal or Quasi-Criminal Matters (1) Subsection (2) applies for the following persons: (a) a person other than the issuer that is or will be acting in the role of developer in respect of an interest in real property; (b) in respect of real property in which the purchaser will acquire an interest, a person other than the issuer that will be acting in the role of manager under a rental management agreement, or manager under a rental pool agreement. 1551 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) For each person described in subsection (1) (a) state the legal name of the person, describe the business of the person and any experience that the person has in similar projects or a similar business, and, if the person is not an individual, the laws under which the person is organized or incorporated and the date that the person was organized or incorporated, (b) if the person is not an individual, in the form of the following table, provide the specified information for any directors and executive officers of the person for the 5 years preceding the date of the offering memorandum, Full legal name Principal occupation and description of experience associated with the occupation (c) if any of the following have occurred during the 10 years preceding the date of the offering memorandum with respect to the person, a director, executive officer or control person of the person, or an issuer of which any of those persons was a director, executive officer or control person at the time, describe the details of the penalty, sanction or order, including the reason for it and whether it is currently in effect: (i) a penalty or other sanction imposed by a court relating to a contravention of securities legislation; (ii) a penalty or other sanction imposed by a regulatory body relating to a contravention of securities legislation; (iii) an order restricting trading in securities, not including an order that was in effect for less than 30 consecutive days, (d) if any of the following have occurred during the 10 years preceding the date of the offering memorandum with respect to the person, a director, executive officer or control person of the person, or an issuer of which any of those persons was a director, executive officer or control person at the time, state that it has occurred: (i) a declaration of bankruptcy; (ii) a voluntary assignment in bankruptcy; (iii) a proposal under bankruptcy or insolvency legislation; (iv) a proceeding, arrangement or compromise with creditors or appointment of a receiver, receiver manager or trustee to hold assets, and (e) disclose and describe the details of the offence, if the person, or a director, executive officer or control person of the person has ever pled guilty to or been found guilty of any of the following: (i) a summary conviction or indictable offence under the Criminal Code (Canada); (ii) a quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction; (iii) a misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory of the United States of America; (iv) an offence under the criminal legislation of any other foreign jurisdiction. 1552 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 7. Transfers (1) For each interest in real property, for any transaction that a related party was party to, using the following table, starting with the most recent transaction and specifying which party was the related party, disclose the following: Date of Legal name of seller Legal name of buyer Amount and form of transfer consideration (2) Explain the reason for any material difference between the amount of consideration paid by the issuer and the amount of consideration paid by a related party for the interest in real property. 8. Approvals For each interest in real property, if that real property is being developed, disclose the following: (a) any approval required from a regulatory body or any level of government that would be material to a reasonable investor; (b) the anticipated cost and timing of the approval; (c) any reports required as part of the approval process, including the anticipated cost and timing of producing or procuring those reports; (d) what will happen if the approval is not obtained, including the effect on the following: (i) the project; (ii) the purchaser’s investment; (iii) if applicable, the purchaser’s interest in the real property. 9. Costs and Objectives For each interest in real property, if that real property is being developed, disclose the following: (a) estimated costs to complete the development; (b) any significant assumptions that underlie the cost estimates; (c) when significant costs will be incurred; (d) the objectives of the project that are expected to be met within the 24 months following the date of the offering memorandum, including the following: (i) the expected timeline for meeting each objective; (ii) how the issuer will meet each objective; (iii) the estimated cost of meeting each objective; (iv) how the issuer will fund the cost of meeting each objective; 1553 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (e) the objectives for the project that are expected to be met after the 24-month period following the date of the offering memorandum, including the following: (i) the expected timeline for meeting each objective; (ii) how the issuer will meet each objective; (iii) if the objectives are to be completed in phases, details about each phase; (iv) the estimated cost of meeting each objective; (v) how the issuer will fund the cost of meeting each objective; (f) what reasonably might happen if any of the stated objectives are not met, including the effect of not meeting the objective on the following: (i) the project; (ii) the purchaser’s investment; (iii) if applicable, the purchaser’s interest in the real property. 10. Future Cash Calls If the purchaser is required to contribute additional funds in the future, disclose the following: (a) the amount the purchaser is required to contribute; (b) when the purchaser will be required to contribute; (c) the effect on the purchaser’s investment and, if applicable, the purchaser’s interest in the real property, if the purchaser fails to contribute; (d) the effect on the purchaser’s investment and, if applicable, the purchaser’s interest in the real property, if the purchaser contributes, but other purchasers fail to contribute. 11. Rental Pool Agreement or Rental Management Agreement If the purchaser will acquire an interest in real property, and that interest will be or could be subject to a rental pool agreement or a rental management agreement, disclose the following: (a) the key terms of the agreement, including, for certainty, those provisions dealing with whether the agreement is mandatory or optional, the duration of the agreement, opting out of the agreement, termination of the agreement, the sharing of revenues and losses, the payment of expenses, and any fees payable under the agreement; (b) whether financial or other information about the rental pool or the results arising from the rental management agreement will be made available to purchasers, and if so, include the following: (i) a description of the information; (ii) if the information will include financial information, whether that financial information will be audited or subject to an independent review; (iii) the frequency with which the information will be made available; 1554 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (iv) whether the information will be delivered to purchasers or whether access will be provided to it; (v) if purchasers are to be provided access to the information, a description of the means of gaining access to it; (c) the following statement, with the bracketed information completed as applicable: “The success or failure of the [rental pool][arrangement resulting from the rental management agreement] will depend in part on the abilities of the manager.”; (d) if the purchaser will be responsible for paying any loss arising pursuant to the rental pool agreement or rental management agreement, the following statement, with the bracketed information completed as applicable: “If the [rental pool][rental management agreement] generates a loss, the purchaser must contribute further funds in addition to the purchaser’s initial investment.”. 12. Information Statements If the purchaser will acquire an interest in real property, state the following in bold type: “Your rights relating to your interest in real property will be those provided under the laws of the jurisdiction in which the real property is located. Therefore, it is prudent to consult a lawyer who is familiar with the laws of that jurisdiction before making an investment. All real estate investments are subject to significant risk arising from changing market conditions.’. 13. Risk Factors Relating to Real Property With respect to the issuer’s interests in real property, and any interest in real property to be acquired by the purchaser, describe the risk factors that would influence a reasonable investor’s decision whether to invest, including, if applicable: (a) risks associated with the following: (i) the development of undivided real property into subdivisions; (ii) the leasing of real property; (iii) the holding of real property for sale or development; (b) risks associated with encumbrances, conditions or covenants on the real property that could affect the following: (i) the purchaser’s interest in the real property, if applicable; (ii) the completion of the development of real property; (c) risks pertaining to the development of real property, including the following: (i) a right or lack of right of the purchaser with respect to the management and control of the real property; (ii) a right or lack of right of the purchaser to change the developer of the property; 1555 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (d) risks pertaining to potential liability for the following: (i) environmental damage; (ii) unpaid obligations to builders, contractors and tradespersons; (e) risks associated with litigation that relates to the real property. Schedule 2 – Additional Disclosure Requirements for an Issuer that is a Collective Investment Vehicle Guidance For an issuer that is a collective investment vehicle, see subsection 6.4(5) of the Instrument with respect to the completion of this schedule. Instructions 1. Despite General Instruction A.3, an issuer may choose where to integrate the disclosure specified by this schedule within the offering memorandum. 2. Information specified by this schedule that is disclosed in the offering memorandum in response to another provision of this form need not be repeated. 1. Investment Objectives and Strategy (1) Except with respect to mortgage lending, describe the following: (a) the issuer’s investment objectives, investment strategy and investment criteria; (b) any limitations or restrictions on investments, including concentration limits and use of leverage; (c) how securities are identified, selected and approved for purchase or sale. (2) For any mortgage lending by the issuer, describe the following: (a) the issuer’s investment objectives with respect to the following: (i) the type of properties for which the issuer lends money; (ii) the issuer’s geographical focus; (iii) the material mortgage terms, including range of interest rates and length of term; (iv) the priority ranking of mortgages, in terms of first priority, second priority and third or lower priority; (b) any policies or practices of the issuer with respect to the following: (i) after initial funding of a mortgage, conducting any subsequent valuation of a property; (ii) loaning money to a related party; (iii) renewals; (iv) concentrating funds in a single mortgage or lending funds to a single borrower or group of affiliated borrowers; (v) determining that a borrower has the ability to repay a mortgage. 1556 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2. Portfolio Management and Penalties, Sanctions, Bankruptcy, Insolvency and Criminal or Quasi-Criminal Matters (1) Identify the person responsible for the following: (a) establishing and implementing the issuer’s investment objectives and investment strategy; (b) setting any limitations or restrictions on investments; (c) monitoring the performance of the portfolio; (d) making any adjustments to the issuer’s portfolio.

(2) For each person described in subsection (1) that is not registered under the securities legislation of a jurisdiction of Canada, (a) in the form of the following table, provide the specified information for the person and any directors and executive officers of the person for the 5 years preceding the date of the offering memorandum, Full legal name Principal occupation and description of experience associated with the occupation (b) if any of the following have occurred during the 10 years preceding the date of the offering memorandum with respect to the person, or an issuer of which the person was a director, executive officer or control person at the time, describe the penalty, sanction or order, including the reason for it and whether it is currently in effect: (i) a penalty or other sanction imposed by a court relating to a contravention of securities legislation; (ii) a penalty or other sanction imposed by a regulatory body relating to a contravention of securities legislation; (iii) an order restricting trading in securities, not including an order that was in effect for less than 30 consecutive days, (c) if any of the following have occurred during the 10 years preceding the date of the offering memorandum with respect to the person, or an issuer of which the person was a director, executive officer or control person at the time, state that it has occurred: (i) a declaration of bankruptcy; (ii) a voluntary assignment in bankruptcy; (iii) a proposal under bankruptcy or insolvency legislation; (iv) a proceeding, arrangement or compromise with creditors or appointment of a receiver, receiver manager or trustee to hold assets, 1557 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (d) disclose and describe the details of the offence, if the person has ever pled guilty to or been found guilty of any of the following: (i) a summary conviction or indictable offence under the Criminal Code (Canada); (ii) a quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction; (iii) a misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory of the United States of America; (iv) an offence under the criminal legislation of any other foreign jurisdiction, and (e) disclose any exemption relied on by the person from the requirement to be registered under the securities legislation of a jurisdiction of Canada. (3) For any person identified in subsection (1) that is not an employee of the issuer, disclose any remuneration paid to the person, and how the remuneration is calculated. (4) Identify any person that is not an employee of the issuer, other than a person identified under subsection (1), that performs a significant role or provides a significant service for the issuer with respect to the securities in the issuer’s portfolio, and describe the following: (a) the role performed or service provided; (b) the remuneration paid to the person and how that remuneration is calculated. 3. Portfolio Summary (1) Except with respect to mortgage lending, as at a date not more than 60 days before the date of the offering memorandum, disclose the following: (a) a description of the portfolio, or a description of the portfolio divided into subgroups including the percentage of the net asset value in each subgroup; (b) the percentage of the net asset value that is impaired; (c) the total number of positions held in securities. (2) Except with respect to mortgage lending, if a security comprises 10% or more of the issuer’s net asset value, disclose the following with respect to the security: (a) the percentage of net asset value represented; (b) a description of the security; (c) any security interest held against the security; (d) the amount of any impairment assigned to the security. (3) For any mortgage lending by the issuer, disclose the following: (a) the average of the interest rates payable under the mortgages, weighted by the principal amount of the mortgages; (b) the average of the terms to maturity of the mortgages, weighted by the principal amount of the mortgages; 1558 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) the average loan-to-value ratio of the mortgages, calculated for eachmortgage by dividing the total principal amount of the issuer’s mortgage and all other loans ranking in equal or greater priority to the issuer’s mortgage by the fair market value of the property, weighted by the principal amount of each mortgage; (d) the principal amount, and the percentage of the total principal amount of the mortgages, that rank in the following: (i) first priority; (ii) second priority; (iii) third or lower priority; (e) the principal amount, and the percentage of the total principal amount of the mortgages, that is attributable to each jurisdiction of Canada, each state or territory of the United States of America and each other foreign jurisdiction; (f) a breakdown by property type, and the principal amount, and the percentage of the total principal amount of the mortgages, that is attributable to each property type; (g) with respect to mortgages that will mature in less than one year of the date of the summary provided in subsection (1), the percentage that those mortgages represent of the total principal amount of the mortgages; (h) with respect to mortgages with payments more than 90 days overdue, the number of those mortgages, the principal amount of those mortgages, and the percentage that those mortgages represent of the total principal amount of the mortgages; (i) with respect to mortgages that have an impaired value, the principal amount, and the percentage that those mortgages represent of the total principal amount of the mortgages; (j) for any mortgages that are not impaired or in default, but for which the issuer has made accommodations to respond to financial difficulties of the borrower, if the accommodations would be material to a reasonable investor, a summary of the accommodations, and the principal amount, and the percentage that those mortgages represent of the total principal amount of the mortgages; (k) if known by the issuer, or if reasonably available to the issuer, the average credit score of the borrowers, weighted by the principal amount of the mortgages; (l) if a mortgage comprises 10% or more of the total principal amount of the mortgages, disclose the following with respect to the mortgage: (i) the principal amount, and the percentage of the total principal amount of the mortgages; (ii) the interest rate payable; (iii) the term to maturity; (iv) the loan-to-value ratio, calculated by dividing the total principal amount of the issuer’s mortgage and all other loans ranking in equal or greater priority to the issuer’s mortgage by the fair market value of the property; 1559 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (v) whether the mortgage ranks in first, second, or third or lower priority; (vi) the property type; (vii) where the property is located; (viii) any payment that is more than 90 days overdue; (ix) any impairment of the mortgage; (x) if known by the issuer, or if reasonably available to the issuer, the credit score of each borrower. (4) If the issuer’s portfolio includes self-liquidating financial assets other than mortgages, with respect to those assets, and for any subgroups identified in paragraph (1)(a), disclose the following: (a) the collection rate for each of the issuer’s two most recently completed financial years that ended more than 120 days before the date of the offering memorandum; (b) the issuer’s reasonably anticipated loss and collection rate for the current financial year. Instruction to Section 3 Calculate impairment in accordance with the accounting standards applicable to the issuer, and in a manner that is consistent with the disclosure in the issuer’s financial statements. 4. Portfolio Performance (1) For the 10 most recently completed financial years of the issuer ended more than 120 days before the date of the offering memorandum, provide performance data for the issuer’s portfolio. (2) Describe the methodology used with respect to the following: (a) determining the value of the securities in the portfolio for the purposes of calculating the performance data; (b) calculating the performance data of the portfolio. Instruction to Section 4 The methodology described in paragraph (2)(a) must be the same as the methodology used in the issuer’s financial statements. 5. Ongoing Disclosure Describe any information that purchasers will receive on an ongoing basis about the issuer’s portfolio. If none, state that fact. 6. Conflicts of Interest Describe any conflicts of interest, including, for certainty, with respect to related parties, that a reasonable purchaser would need to be made aware of to make an informed investment decision. 1560 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Form 45-106F3 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] Jurisdictions in which the issuer is a reporting issuer: The Offering Securities offered: Price per security: Minimum/Maximum offering: [If there is no minimum state in bold: “There is no minimum.” and also state in bold type: “You may be the only purchaser.”] State in bold type: Funds available under the offering may not be sufficient to accomplish our proposed objectives. Minimum subscription amount: [State the minimum amount each investor must invest, or state “There is no minimum subscription amount an investor must invest”.] Payment terms: Proposed closing date(s): Income Tax consequences: “There are important tax consequences to these securities. See item 6”. [If income 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 and a day. 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 or regulator 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.] 1561 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 1: Use of Available Funds 1.1 Available Funds - Using the following table, disclose the funds available as a result of the offering. If the issuer plans to combine additional sources of funding with the available funds from the offering to achieve its principal capital-raising purpose, please provide details about each additional source of funding. If there is no minimum offering, state “$0” as the minimum. Disclose also the amount of any working capital deficiency, if any, 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 available funds, state how the issuer intends to eliminate or manage the deficiency. Assuming min. Assuming max. offering offering A Amount to be raised by this offering $ $ B Selling commissions and fees $ $ C Estimated offering costs (e.g., legal, accounting, audit) $ $ D Available funds: D = A - (B+C) $ $ E. Additional sources of funding required $ $ F. Working capital deficiency $ $ G. Total: G = (D+E) - F $ $ 1.2 Use of Available Funds - Using the following table, provide a detailed breakdown of how the issuer will use the available funds. If any of the available funds will be paid to an insider, associate or affiliate of the issuer, disclose in a note to the table the name of the insider, associate or affiliate, the relationship to the issuer, and the amount. If the issuer has a working capital deficiency, disclose the portion, if any, of the available funds to be applied against the working capital deficiency. If more than 10% of the available funds will be used by the issuer to pay debt and the issuer incurred the debt within the two preceding financial years, describe why the debt was incurred. Description of intended use of available Assuming min. Assuming max. funds listed in order of priority. offering offering $ $ $ $ Total: Equal to G in the Funds table above $ $ 1.3 Reallocation - The available funds 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 available funds may be reallocated, include the following statement: “We intend to spend the available funds as stated. We will reallocate funds only for sound business reasons”. 1.4 Insufficient Funds - If applicable, disclose that the funds available as a result 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. If alternative financing has been arranged, disclose the amount, source and any outstanding conditions that must be satisfied. 1562 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 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. The disclosure must provide sufficient information to enable a prospective purchaser to make an informed investment decision. 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 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. A resource issuer who discloses information about its oil and gas activities must follow General Instruction A-9 of this Form. 2.2 Existing Documents Incorporated by Reference - State: “Information has been incorporated by reference into this offering memorandum from documents listed in the table below, which have been filed with securities regulatory authorities or regulators in Canada. The documents incorporated by reference are available for viewing on the SEDAR+ website at www.sedarplus.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.1): Description of document (In the case of material change reports, provide a Date of document brief description of the nature of the material change) 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 D.2) 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. 1563 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 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: Interests of Directors, Executive Officers, Promoters and Principal Holders 3.1 Using the following table, provide information about each director, executive 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 executive 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, executive 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) or regulator(s) 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”. 3.4 Loans - Disclose the principal amount of any debenture or loan, the repayment terms, security, due date and interest rate due to or from the directors, management, promoters and principal holders as at a date not more than 30 days prior to the date of the offering memorandum. 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 Number Price per Number Number Number security authorized to security outstanding as at oustanding oustanding be issued [a date not more after min. after max. than 30 days prior offering offering to the offering memorandum date] 1564 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 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 income 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 income 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). 1565 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 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 revenue or profits; • lack of specific management or technical expertise; • management’s regulatory and business track record; • dependence on key employees, suppliers or agreements; • dependence on financial viability of guarantor; • pending and outstanding 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, securities regulatory authority or regulator, 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, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Québec, Saskatchewan and Yukon, 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”. 1566 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 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”. 1567 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 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. Instructions for Completing Form 45-106F3 Offering Memorandum for Qualifying Issuers A. General Instructions 1. Only a “qualifying issuer” 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 Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers. 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. The offering memorandum is generally not required to contain the level of detail and extent of disclosure required by a prospectus. However, an offering memorandum must provide a prospective purchaser with sufficient information to make an informed investment decision. 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. Include particulars of any material facts, which have not been disclosed under any of the Item numbers and for which failure to disclose would constitute a misrepresentation in the offering memorandum. Refer also to section 3.8(3) of Companion Policy 45-106CP for additional information. 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. If an oil and gas issuer is disclosing information about its oil and gas activities, it must ensure that the information is disclosed in accordance with Part 4 and Part 5 of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (NI 51-101). Under section 5.3 of NI 51-101, disclosure of reserves or resources must be consistent with the reserves and resources terminology and categories set out in the Canadian Oil and Gas Evaluation Handbook. For the purposes of this instruction, references to reporting issuer in Part 4 and Part 5 of NI 51-101 will be deemed to include all issuers. 1568 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 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 2.9 (offering memorandum) of National Instrument 45-106 Prospectus and Registration Exemptions, the issuer must modify the disclosure in item 12 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. 12. During the course of a distribution of securities, any material forward-looking information disseminated must only be that which is set out in the offering memorandum. If an extract of FOFI, as defined in NI 51-102 Continuous Disclosure Obligations (NI 51-102), is disseminated, the extract or summary must be reasonably balanced and have a cautionary note in boldface stating that the information presented is not complete and that complete FOFI is included in the offering memorandum. B. Financial Statements 1. All financial statements incorporated by reference into the offering memorandum must comply with NI 51-102 and National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. 2. Forward-looking information included in an offering memorandum must comply with section 4A.2 of NI 51-102 and must include the disclosure described in section 4A.3 of NI 51-102. In addition to the foregoing, FOFI or a financial outlook, each as defined in NI 51-102, included in an offering memorandum must comply with Part 4B of NI 51-102. Additional guidance may be found in the companion policy to NI 51-102. C. Required Updates to the Offering Memorandum 1. If the offering memorandum does not incorporate by reference the issuer’s AIF, and audited financial statements for its most recently completed financial year, update the offering memorandum for any financial statements that are required to be filed prior to the distribution to incorporate by reference the documents as soon as the documents are filed on SEDAR+. 2. Except for documents referred to in C.1, the offering memorandum does not have to be updated to incorporate by reference interim financial reports or other documents referred to in D.1 unless it is necessary to do so to prevent the offering memorandum from containing a misrepresentation. D. Information about the Issuer 1. Existing Documents Incorporated by Reference - In addition to any other document that an issuer may choose to incorporate by reference, the issuer must incorporate the following documents: (a) the issuer’s AIF for the issuer’s most recently completed financial year for which annual financial statements are either required to be filed or have been filed; (b) material change reports, except confidential material change reports, filed since the end of the financial year in respect of which the issuer’s AIF is filed; (c) the interim financial report for the issuer’s most recently completed interim period for which the issuer prepares an interim financial report that is required to be filed or have been filed and which ends after the most recently completed financial year referred to in (d); 1569 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (d) the comparative financial statements, together with the accompanying auditor’s report, for the issuer’s most recently completed financial year for which annual financial statements are required to be filed or have been filed; (e) if, before the offering memorandum is filed, financial information about the issuer for a financial period more recent than the period for which financial statements are required under D.1(c) and (d) is publicly disseminated by, or on behalf of, the issuer through news release or otherwise, the content of the news release or public communication; (f) management’s discussion and analysis (MD&A) as required under NI 51-102 for the period specified in D.1(c) and D.1(d); (g) each business acquisition report required to be filed under NI 51-102 for acquisitions completed since the beginning of the financial year in respect of which the issuer’s AIF is filed, unless the issuer incorporated the business acquisition report by reference into its AIF for its most recently completed financial year for which annual financial statements are either required to be filed or have been filed, or incorporated at least 9 months of the acquired business or related businesses operations into the issuer’s most recent audited financial statements; (h) any information circular filed by the issuer since the beginning of the financial year in respect of which the issuer’s most recent AIF is filed, other than an information circular prepared in connection with an annual general meeting if the issuer has filed and incorporated by reference an information circular for a subsequent annual general meeting; (i) if the issuer has oil and gas activities, as defined in National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities, the most recent Form 51-101F1, Form 51-101F2 and Form 51-101F3, filed by an SEC issuer, unless: (i) the issuer’s current AIF is in the form of Form 51-102F2; or (ii) the issuer is otherwise exempted from the requirements of NI 51-101; (j) any other disclosure document which the issuer has filed pursuant to an undertaking to a provincial and territorial securities regulatory authority or regulator since the beginning of the financial year in respect of which the issuer’s most recent AIF is filed; and (k) any other disclosure document of the type listed above that the issuer has filed pursuant to an exemption from any requirement under securities legislation since the beginning of the financial year in respect of which the issuer’s most recent AIF is filed. 2. Mineral Property - If a material part of the funds available as a result of the distribution is to be expended on a particular mineral property and if the issuer’s most recent AIF does not contain the disclosure required under section 5.4 of Form 51-102F2 for the property or that disclosure is inadequate or incorrect due to changes, disclose the information required under section 5.4 of Form 51-102F2. An issuer may incorporate any additional document provided that the document is available for viewing on the SEDAR+ website and that, on request by a purchaser, the issuer provides a copy of the document to the purchaser, without charge. 1570 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Form 45-106F4 WARNING! This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment. 1. Risks and other information Your The issuer must delete any rows required to be deleted Initials The purchaser must initial each statement to confirm understanding Risk of loss – You could lose your entire investment of $ ______. [Instruction: Insert the total dollar amount of the investment.] No approval – No securities regulatory authority or regulator has evaluated or approved the merits of these securities or the disclosure in the offering memorandum. No registration – The person selling you these securities is not registered with a securities regulatory authority or regulator and has no duty to tell you whether this investment is suitable for you. [Instruction: Delete if sold by registrant] Liquidity risk – You will not be able to sell these securities except in very limited circumstances. You may never be able to sell these securities. [Instruction: Delete if issuer is reporting] Repurchase – You have a right to require the issuer to repurchase the securities, but there are limitations on this right. [Instruction: Delete if inapplicable] Four month hold – You will not be able to sell these securities for 4 months. [Instruction: Delete if issuer is not reporting or if the purchaser is a Manitoba resident] You are buying Exempt Market Securities They are called exempt market securities because the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections). Exempt market securities are more risky than other securities. 1571 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 1. Risks and other information Your The issuer must delete any rows required to be deleted Initials The purchaser must initial each statement to confirm understanding You will not receive advice – [Instruction: Delete if sold by registrant] You will not get professional advice about whether the investment is suitable for you, but you can still seek that advice from a registered adviser or registered dealer. In Manitoba, Northwest Territories, Nunavut, Prince Edward Island and Yukon to qualify as an eligible investor, you may be required to obtain that advice. The securities you are buying are not listed [Instruction: Delete if securities are listed or quoted] The securities you are buying are not listed on any stock exchange, and they may never be listed. The issuer of your securities is a non-reporting issuer [Instruction: Delete if issuer is reporting] A non-reporting issuer does not have to publish financial information or notify the public of changes in its business. You may not receive ongoing information about this issuer. For more information on the exempt market, contact your local securities regulator. You can find contact information at www. securities-administrators.ca. Total investment – You are investing $ _____ [Instruction: total consideration] in total; this includes any amount you are obliged to pay in future. _______ [Instruction: name of issuer] will pay $________ [Instruction: amount of fee or commission] of this to _________ [Instruction: name of person selling the securities] as a fee or commission. Your name and signature By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form. First and last name (print): Signature: 1572 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 1. Risks and other information Your The issuer must delete any rows required to be deleted Initials The purchaser must initial each statement to confirm understanding [Instruction: Sign 2 copies of this document. Keep one copy for your records.] 2. Salesperson information Your Below information must be completed by the salesperson Initials [Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer, a registrant or a person who is exempt from the registration requirement.] First and last name of salesperson (print): Telephone: Email: Name of firm: You have 2 business days to cancel your purchase To do so, send a notice to [name of issuer] stating that you want to cancel your purchase. You must send the notice before midnight on the 2nd business day after you sign the agreement to purchase the securities. You can send the notice by fax or email or deliver it in person to [name of issuer] at its business address. Keep a copy of the notice for your records. Issuer Name and Address: Fax: Email: You will receive an offering memorandum Read the offering memorandum carefully because it has important information about the issuer and its securities. Keep the offering memorandum because you have rights based on it. Talk to a lawyer for details about these rights. 1573 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Schedule 1 Classification of Investors Under the Offering Memorandum Exemption Instructions: This schedule must be completed together with the Risk Acknowledgement Form and Schedule 2 by individuals purchasing securities under the exemption (the offering memorandum exemption) in subsection 2.9(2.1) of National Instrument 45-106 Prospectus Exemptions (NI 45-106) in Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan. How you qualify to buy securities under the offering memorandum exemption Initial the statement under A, B, C or D containing the criteria that applies to you. (You may initial more than one statement.) If you initial a statement under B or C, you are not required to complete A A. You are an eligible investor because: Your Initials ROTSEVNI ELBIGILE Your net income before taxes was more than $75,000 in each of the 2 most recent calendar years, and you expect it to be more than $75,000 in this calendar year. (You can find your net income before taxes on your personal income tax return.) Your net income before taxes combined with your spouse’s was more than $125,000 in each of the 2 most recent calendar years, and you expect your combined net income to be more than $125,000 in this calendar year. (You can find your net income before taxes on your personal income tax return.) Either alone or with your spouse, you have net assets worth more than $400,000. (Your net assets are your total assets, including real estate, minus your total debt including any mortgage on your property.) B. You are an eligible investor, as a person described in section Your 2.3 [Accredited investor] of NI 45-106 or, as applicable in Ontario, Initials section 73.3 of the Securities Act (Ontario), because: ROTSEVNI DETIDERCCA Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000 in this calendar year. (You can find your net income before taxes on your personal income tax return.) Your net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year. Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and securities. Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your total debt.) 1574 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) C. You are an eligible investor, as a person described in section Your 2.5 [Family, friends and business associates] of NI 45-106, Initials because: SETAICOSSA SSENISUB DNA SDNEIRF ,YLIMAF You are: 1) [check all applicable boxes] a director of the issuer or an affiliate of the issuer an executive officer of the issuer or an affiliate of the issuer a control person of the issuer or an affiliate of the issuer a founder of the issuer OR 2) [check all applicable boxes] a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are (i) individuals listed in (1) above and/or (ii) family members, close personal friends or close business associates of individuals listed in (1) above You are a family member of _______________________________ [Instruction: Insert the name of the person who is your relative either directly or through his or her spouse], who holds the following position at the issuer or an affiliate of the issuer: _____________________________. You are the ___________________________of that person or that person’s spouse. [Instruction: To qualify for this investment, you must be (a) the spouse of the person listed above or (b) the parent, grandparent, brother, sister, child or grandchild of that person or that person’s spouse.] You are a close personal friend of _______________________________ [Instruction: Insert the name of your close personal friend], who holds the following position at the issuer or an affiliate of the issuer: ____________________ ___________. You have known that person for _____ years. You are a close business associate of ____________________________ [Instruction: Insert the name of your close business associate], who holds the following position at the issuer or an affiliate of the issuer: ____________________________. You have known that person for _____ years. 1575 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 D.

You are not an eligible investor. Your Initials NA TON ELBIGILE ROTSEVNI You acknowledge that you are not an eligible investor. Schedule 2 Investment Limits for Investors Under the Offering Memorandum Exemption Instructions: This schedule must be completed together with the Risk Acknowledgement Form and Schedule 1 by individuals purchasing securities under the exemption (the offering memorandum exemption) in subsection 2.9(2.1) of National Instrument 45-106 Prospectus Exemptions (NI 45-106) in Alberta, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan. SECTION 1 TO BE COMPLETED BY THE PURCHASER 1. Investment limits you are subject to when purchasing securities under the offering memorandum exemption You may be subject to annual investment limits that apply to all securities acquired under the offering memorandum exemption in a 12 month period, depending on the criteria under which you qualify as identified in Schedule 1. Initial the statement that applies to you. A. You are an eligible investor because: Your Initials ROTSEVNI ELBIGILE As an eligible investor that is an individual, you cannot invest more than $30,000 in all offering memorandum exemption investments made in the previous 12 months, unless you have received advice from a portfolio manager, investment dealer or exempt market dealer, as identified in section 2 of this schedule, that your investment is suitable. Initial one of the following statements: You confirm that, after taking into account your investment of $__________ today in this issuer, you have not exceeded your investment limit of $30,000 in all offering memorandum exemption investments made in the previous 12 months. You confirm that you received advice from a portfolio manager, investment dealer or exempt market dealer, as identified in section 2 of this schedule that the following investment is suitable. You confirm that, after taking into account your investment of $__________today in this issuer, you have not exceeded your investment limit in all offering memorandum exemption investments made in the previous 12 months of $100,000. 1576 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) B. You are an eligible investor, as a person described in section Your 2.3 [Accredited investor] of NI 45-106 or, as applicable in Ontario, Initials section 73.3 of the Securities Act (Ontario), because: DETIDERCCA ROTSEVNI You acknowledge that, by qualifying as an eligible investor as a person described in section 2.3 [Accredited investor], you are not subject to investment limits. C. You are an eligible investor, as a person described in section Your 2.5 [Family, friends and business associates] of NI 45-106. Initials SDNEIRF ,YLIMAF SSENISUB DNA SETAICOSSA You acknowledge that, by qualifying as an eligible investor as a person described in section 2.5 [Family, friends and business associates], you are not subject to investment limits. D. You are not an eligible investor. Your Initials NA TON ELBIGILE ROTSEVNI You acknowledge that you cannot invest more than $10,000 in all offering memorandum exemption investments made in the previous 12 months. You confirm that, after taking into account your investment of $__________ today in this issuer, you have not exceeded your investment limit of $10,000 in all offering memorandum exemption investments made in the previous 12 months. SECTION 2 TO BE COMPLETED BY THE REGISTRANT 2. Registrant information [Instruction: this section must only be completed if an investor has received advice from a portfolio manager, investment dealer or exempt market dealer concerning his or her investment.] First and last name of registrant (please print): Registered as: [Instruction: indicate whether registered as a dealing representative or advising representative] Telephone: Email: Name of firm: [Instruction: indicate whether registered as an exempt market dealer, investment dealer or portfolio manager.] Date: 1577 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Form 45-106F5 Risk Acknowledgement Saskatchewan Close Personal Friends and Close Business Associates I acknowledge that this is a risky investment: l I am investing entirely at my own risk. l No securities regulatory authority or regulator has evaluated or endorsed the merits of these securities. l The person selling me these securities is not registered with a securities regulatory authority or regulator and has no duty to tell me whether this investment is suitable for me. [Instruction: Delete if sold by registrant] l I will not be able to sell these securities except in very limited circumstances. I may never be able to sell these securities. [Instruction: Delete if issuer is reporting] l The securities are redeemable, but I may only be able to redeem them in limited circumstances. [Instruction: Delete if securities are not redeemable] l I will not be able to sell these securities for 4 months. [Instruction: Delete if issuer is not reporting] l I could lose all the money I invest. l I do not have a 2-day right to cancel my purchase of these securities or the statutory rights of action for misrepresentation I would have if I were purchasing the securities under a prospectus. I do have a 2-day right to cancel my purchase of these securities if I receive an amended offering document. I am investing $____________ [total consideration] in total; this includes any amount I am obliged to pay in future. I am a close personal friend or close business associate of ____________ [state name], who is a ____________ [state title - founder, director, executive officer or control person] of ____________ [state name of issuer or its affiliate - if an affiliate state “an affiliate of the issuer” and give the issuer’s name]. I acknowledge that I am purchasing based on my close relationship with ____________ [state name of founder, director, executive officer or control person] whom I know well enough and for a sufficient period of time to be able to assess her/his capabilities and trustworthiness. I acknowledge that this is a risky investment and that I could lose all the money I invest. Date Signature of Purchaser Print name of Purchaser Sign 2 Copies of this document. Keep one copy for your records WARNING 1578 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) You are buying Exempt Market Securities They are called exempt market securities because two parts of securities law do not apply to them. If an issuer wants to sell exempt market securities to you: l the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections), and l the securities do not have to be sold by an investment dealer registered with a securities regulatory authority or regulator. There are restrictions on your ability to resell exempt market securities. Exempt market securities are more risky than other securities. You may not receive any written information about the issuer or its business If you have any questions about the issuer or its business, ask for written clarification before you purchase the securities. You should consult your own professional advisers before investing in the securities. You will not receive advice [Instruction: Delete if sold by registrant] Unless you consult your own professional advisers, you will not get professional advice about whether the investment is suitable for you. The issuer of your securities is a non-reporting issuer [Instruction: Delete if issuer is reporting] A non-reporting issuer does not have to publish financial information or notify the public of changes in its business. You may not receive ongoing information about this issuer. You can only sell the securities of a non-reporting issuer in very limited circumstances. You may never be able to sell these securities. The securities you are buying are not listed [Instruction: Delete if securities are listed or quoted] The securities you are buying are not listed on any stock exchange, and they may never be listed. There may be no market for these securities. You may never be able to sell these securities. For more information on the exempt market, refer to the Financial and Consumer Affairs Authority’s website at http://www.fcaa.sk.ca. [Instruction: The purchaser must sign 2 copies of this form. The purchaser and the issuer must each receive a signed copy.] Form 45-106F7 Information Memorandum for Short-term Securitized Products Distributed under Section 2.35.1 Instructions: (1) Using language that is plain and easy to understand by the type of purchaser to whom the issuer’s short-term securitized products are offered, provide the information required by this form. No reference need be made to inapplicable items and, unless otherwise required by this form, negative answers may be omitted. 1579 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) An information memorandum may be used to disclose information about more than one series or class of short-term securitized product. If so, the disclosure required by this form must be provided for each series or class of short-term securitized product distributed under the information memorandum. (3) This form requires disclosure of certain items, matters or other information referred to as “material”. Information is “material” if knowledge of it could reasonably be expected to affect a reasonable investor’s decision whether to buy, sell or hold a short-term securitized product. (4) Include a glossary that defines all technical terms, and includes the following definition: “sponsor” means a person or group of affiliated persons that organizes or initiates the formation of a conduit. Item 1: Significant Parties 1.1 Provide the conduit’s legal name. 1.2 Disclose the conduit’s jurisdiction and form of organization. 1.3 Identify each sponsor of the conduit and disclose (a) whether or not it is a Canadian bank, Schedule II foreign bank subsidiary or Schedule III bank, and (b) if it is not a financial institution referred to in paragraph (a), whether there is a government department or regulatory authority responsible for overseeing it and, if applicable, the name of the government department or regulatory authority. 1.4 Briefly describe the conduit’s structure, business and operations and the key documents that establish the conduit and govern its business and operations. 1.5 Identify each other party, excluding any liquidity provider or any credit enhancement provider for whom disclosure is not required under item 4, that is primarily responsible under the terms of the key documents referred to in section 1.4 for a significant role in the conduit’s structure or operations and briefly describe that party’s role. Item 2: Structure Include one or more diagrams or descriptions that provide the following information in summary form: (a) how the conduit acquires assets and issues securitized product; (b) liquidity facilities available to the conduit as disclosed in item 4; (c) credit enhancements available to the conduit as disclosed in item 4; (d) material agreements as disclosed in item 9; (e) the structure of one or more common types of asset transactions into which the conduit may enter. 1580 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 3: Eligible assets and asset transactions 3.1 Briefly describe the types of asset transactions into which the conduit expects to enter. If applicable, state that the conduit expects to finance the acquisition, origination or refinancing of asset pools from the proceeds of issuing short-term securitized products. Describe any other methods the conduit expects to employ to finance the acquisition, origination or refinancing of asset pools. 3.2 Briefly describe the types of asset eligibility criteria the conduit applies or anticipates applying when entering into asset transactions. 3.3 Briefly describe the types of due diligence or verification procedures that the conduit applies or anticipates applying to asset transactions and asset pools. 3.4 Briefly describe the conduit’s approach to concentration limits, liquidity support and credit enhancement in respect of its asset transactions and asset pools. 3.5 Disclose the types of assets that the conduit is permitted to hold in its asset pools. 3.6 Briefly describe how the conduit uses or anticipates using derivatives for the purpose of hedging. Item 4: Interest alignment, program-wide liquidity support and program-wide credit enhancement 4.1 Briefly describe how the interests of investors are aligned with the interests of the conduit, the sponsor and the parties to asset transactions entered into by the conduit, including any requirement of law that the conduit or the sponsor retain an interest in one or more of the conduit’s asset pools or be exposed to the credit risk of assets in one or more of the conduit’s asset pools. 4.2 Briefly describe any standard liquidity support arrangements the conduit has entered into or anticipates entering into, excluding liquidity support arrangements that are particular to an asset transaction or asset pool. Include the following information in the description: (a) the name of each existing liquidity provider; (b) any minimum credit rating a liquidity provider must have under the terms of the key documents referred to in section 1.4; (c) the nature of the liquidity support; (d) a summary of the material terms of each liquidity agreement, including all material conditions to or limitations on the obligation of a liquidity provider to provide liquidity support; (e) any limitations on the obligation of a liquidity provider to provide same- day funding. 4.3 Briefly describe any standard credit enhancement arrangements that the conduit has entered into or anticipates entering into, excluding credit enhancement arrangements that are particular to an asset transaction or asset pool. Include the following information in the description: (a) the name of each existing credit enhancement provider; 1581 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) any minimum credit rating a credit enhancement provider must have under the terms of the key documents referred to in section 1.4; (c) the form of the credit enhancement; (d) a summary of the material terms of each credit enhancement agreement, including all material conditions to or limitations on the obligation of a credit enhancement provider to provide credit support. Item 5: Ownership or security interests in asset pool and priority of payments 5.1 Disclose the ownership or security interest a holder of a short-term securitized product will have in the conduit’s asset pools. 5.2 If any other party other than the conduit has or is anticipated to have an ownership or security interest in one or more of the conduit’s asset pools, briefly describe the following: (a) the party’s role in the conduit’s structure or operations; (b) the nature of its interest in the asset pool; (c) the priority of its claims in the event of the conduit’s insolvency. Item 6: Compliance or termination events 6.1 Briefly describe any events or circumstances that would, pursuant to the terms of the conduit’s governing documents or material agreements in item 9, constitute an event of default or require the conduit to cease issuing short-term securitized products. 6.2 Briefly describe the types of methods the conduit will use to monitor the performance of or identify adverse changes to an asset pool, such as portfolio performance tests. 6.3 Briefly describe any other structural features that are intended to reduce the risk of loss for a holder of the series or class of short-term securitized products or to protect the holder from material deterioration in respect of either or both of the following: (a) the credit quality or performance of assets in an asset pool; (b) the ability of a party in Item 4 to perform its obligations to the conduit. Item 7: Description of short-term securitized product and offering Describe the short-term securitized products to be distributed and the distribution procedure and include the following information: (a) whether short-term securitized products will be issued in certificated (registered or bearer) form or book-entry form and the delivery procedures; (b) whether short-term securitized products will be sold on a discount basis or on an interest-bearing basis; (c) the denominations in which short-term securitized products may be issued; 1582 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) the permitted maturity period for the short-term securitized products, and the ability of the conduit to extend maturity; (e) the ability of either an investor to redeem prior to maturity or of the conduit to repay prior to maturity; (f) the maximum aggregate principal amount of short-term securitized products permitted to be outstanding at any one time, or a statement that there is no limit on the maximum aggregate principal amount of short-term securitized products outstanding at any one time; (g) the key risks related to the conduit that could cause a delay in or non-payment of principal or interest on the short-term securitized product. Item 8: Additional information about the conduit 8.1 Disclose if the conduit has issued and outstanding, or anticipates issuing, any securities other than the series or class of short-term securitized product to which the information memorandum relates. If the conduit has issued and outstanding, or anticipates issuing, any security other than the series or class of short-term securitized product to which the information memorandum relates, describe that other security, its credit rating, if applicable, and how it will rank, in the event of insolvency of the conduit, relative to the series or class of the conduit’s short-term securitized product to which the information memorandum relates. 8.2 Disclose how a potential purchaser can obtain access to disclosure that the conduit is required to provide or make reasonably available in connection with a purchase of a short-term securitized product of the conduit. 8.3 Disclose how a holder of a short-term securitized product of the conduit can obtain access to the disclosure the conduit is required to provide or make reasonably available to a holder of a short-term securitized product of the conduit. Item 9: Material agreements 9.1 If not disclosed elsewhere in the information memorandum, identify and summarize each agreement to which the conduit is a party and that is material to the conduit’s business and operations, excluding agreements that are particular to an asset transaction or asset pool. 9.2 If material and not disclosed elsewhere in the information memorandum, describe the ability of a person to waive or modify the requirements, activities or standards that would apply under an agreement referred to in section 9.1. Item 10: Date of information memorandum State the date of the information memorandum. Item 11: Representation that no misrepresentation State the following in the information memorandum: “This information memorandum does not contain a misrepresentation regarding the conduit, its structure, or operations”. 1583 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Form 45-106F8 Monthly Disclosure Report for Short-term Securitized Products Distributed under Section 2.35.1 Instructions: (1) Using language that is plain and easy to understand by the type of purchaser to whom the issuer’s short-term securitized products are offered, provide the information required by this form. No reference need be made to inapplicable items and, unless otherwise required by this form, negative answers may be omitted. (2) A monthly disclosure report may be used to disclose information about more than one series or class of short-term securitized product. If so, the disclosure required by this form must be provided for each series or class of short-term securitized product to which the monthly disclosure report relates. (3) This form requires disclosure of certain items, matters or other information referred to as ‘material’. Information is ‘material’ if knowledge of it could reasonably be expected to affect a reasonable investor’s decision whether to buy, sell or hold a short-term securitized product. (4) Include or incorporate by reference a glossary that defines all technical terms, and includes each of the following definitions: “seller” means, in connection with an asset transaction, a person or group of affiliated persons that originates or acquires cash-flow generating assets and sells or otherwise transfers, either directly or indirectly, an ownership or security interest in such assets to a conduit, which assets form one or more asset pools of the conduit. “sponsor” means a person or group of affiliated persons that organizes or initiates the formation of a conduit; Item 1: Summary of conduit operations and asset pools Provide a summary of the conduit’s operations and asset pools as at the last day of the month for which the monthly disclosure report applies that includes the following: (a) the total face value of securitized product outstanding; (b) the aggregate outstanding asset balance of the asset pools; (c) the number of asset pools in which the conduit has an ownership or security interest; (d) the number and dollar amount of new asset pools added during the month or other information that in conjunction with information in the report for the prior monthly period will permit an investor to easily calculate such amounts; (e) the number and dollar amount of asset pools repaid during the month or other information that in conjunction with information in the report for the prior monthly period will permit an investor to easily calculate such amounts; (f) each type of asset in the conduit’s asset pools, expressed as a percentage of the total assets of the conduit’s asset pools. 1584 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 2: Asset transaction information Provide the following information regarding each of the conduit’s asset pools in one or more tables or diagrams as at the last day of the month to which the monthly disclosure report applies: (a) the type of assets in the asset pool, including whether the assets are revolving or amortizing; (b) an identifier such as an asset pool, asset transaction or seller number; (c) the industry of the person or group of affiliated persons that originated the assets; (d) whether each seller or applicable performance guarantor has an investment grade rating; (e) the amount of any conduit commitment to acquire assets from a seller for the asset pool; (f) the balance outstanding on the asset pool; (g) if available, the number of assets or obligors in the asset pool. Item 3: Asset transaction credit enhancement Provide the following information regarding each of the conduit’s asset transactions in one or more tables as at the last day of the month to which the monthly disclosure report applies: (a) the form of each credit enhancement; (b) the amount of credit enhancement expressed in either of the following forms: (i) a dollar amount; (ii) a percentage, including the basis of presentation. Item 4: Asset transaction performance Provide the following information regarding each of the conduit’s asset transactions in one or more tables as at the last day of the month to which the monthly disclosure report applies: (a) the default or loss ratio for the month, including the basis of presentation; (b) information with respect to default experience both for the most recent period and over an extended period of time in the form of ratios or otherwise, provided on a consistent basis for that asset transaction in each monthly disclosure report; (c) defaults for the month relative to available credit enhancement. Item 5: Compliance and termination events Disclose the occurrence of any events or circumstances that the conduit would reasonably expect to have a significant adverse effect on the payment of principal or interest on the series or class of short-term securitized product or require the conduit to cease issuing short-term securitized products. 1585 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 6: Report Information State each of the following: (a) date of the report; (b) period covered by the report; (c) contact information, including name, phone number and email address of a contact person for the conduit. Form 45-106F9 Form for Individual Accredited Investors WARNING! This investment is risky. Don’t invest unless you can afford to lose all the money you pay for this investment. Section 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER 1. About your investment Type of securities: [Instruction: Include a short Issuer: description, e.g., common shares.] Purchased from: [Instruction: Indicate whether securities are purchased from the issuer or a selling security holder.] SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER 2. Risk acknowledgement This investment is risky. Initial that you understand that: Your initials Risk of loss – You could lose your entire investment of $___________ . [Instruction: Insert the total dollar amount of the investment.] Liquidity risk – You may not be able to sell your investment quickly - or at all. Lack of information – You may receive little or no information about your investment. Lack of advice – You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to 3. Accredited investor status You must meet at least one of the following criteria to be able Your initials to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria. 1586 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) ˜ Your net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.) ˜ Your net income before taxes combined with your spouse’s was more than $300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than $300,000 in the current calendar year. ˜ Either alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the cash and securities. ˜ Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including real estate) minus your total debt.) 4. Your name and signature By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form. First and last name (please print): Signature: Date: Section 5 TO BE COMPLETED BY THE SALESPERSON 5. Salesperson information [Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.] First and last name of salesperson (please print): Telephone: Email: Name of firm (if registered): Section 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER 1587 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 6. For more information about this investment For investment in a non-investment fund [Insert name of issuer/selling security holder] [Insert address of issuer/selling security holder] [Insert contact person name, if applicable] [Insert telephone number] [Insert email address] [Insert website address, if applicable] For investment in an investment fund [Insert name of investment fund] [Insert name of investment fund manager] [Insert address of investment fund manager] [Insert telephone number of investment fund manager] [Insert email address of investment fund manager] [If investment is purchased from a selling security holder, also insert name, address, telephone number and email address of selling security holder here] For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca Form instructions: 1. This form does not mandate the use of a specific font size or style but the font must be legible. 2. The information in sections 1, 5 and 6 must be completed before the purchaser completes and signs the form. 3. The purchaser must sign this form. Each of the purchaser and the issuer or selling security holder must receive a copy of this form signed by the purchaser. The issuer or selling security holder is required to keep a copy of this form for 8 years after the distribution. 1588 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Form 45-106F14 Rights Offering Notice for Reporting Issuers This is the form of notice you must use for a distribution of rights under section 2.1 of National Instrument 45-106 Prospectus Exemptions. In this form, a distribution of rights is sometimes referred to as a “rights offering”. PART 1 GENERAL INSTRUCTIONS Deliver this rights offering notice to each security holder eligible to receive rights under the rights offering. Using plain language, prepare the rights offering notice using a question-and-answer format. Guidance We do not expect the rights offering notice to be longer than two pages in length. PART 2 THE RIGHTS OFFERING NOTICE 1. Basic information State the following with the bracketed information completed: “[Name of issuer] Notice to security holders - [Date]” If you have less than 12 months of working capital and are aware of material uncertainties that may cast significant doubt upon your ability to continue as a going concern, include the following language in bold immediately below the date of the rights offering notice: “We currently have sufficient working capital to last [insert the number of months of working capital as at the date of the rights offering circular] months. We require [insert the percentage of the rights offering required to be taken up]% of the offering to last 12 months.” 2. Who can participate in the rights offering? State the record date and identify which class of securities is subject to the offering. 3. Who is eligible to receive rights? List the jurisdictions in which the issuer is offering rights. Explain how 0a security holder in a foreign jurisdiction can acquire the rights and the securities issuable upon the exercise of the rights. 4. How many rights are we offering? State the total number of rights offered. 5. How many rights will you receive? State the number of rights a security holder on the record date will receive for every security held as of the record date. 6. What does one right entitle you to receive? State the number of rights required to acquire a security upon the exercise of the rights. Also state the subscription price. 1589 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 7. How will you receive your rights? Include a rights certificate with the rights offering notice if the rights offering notice is being delivered to a registered security holder and direct the security holder’s attention to this certificate. If you are delivering the rights offering notice to a security holder in a foreign jurisdiction, provide instructions on how that security holder can receive its rights certificate. 8. When and how can you exercise your rights? State when the exercise period ends for security holders who have their rights certificate. Also, provide instructions on how to exercise the rights to security holders whose securities are held in a brokerage account. 9. What are the next steps? Include the following statement, using wording substantially similar to the following: “This document contains key information you should know about [insert name of issuer]. You can find more details in the issuer’s rights offering circular. To obtain a copy, visit [insert name of issuer]’s profile on the SEDAR+ website, visit [insert the website of the issuer], ask your dealer representative for a copy or contact [insert name of contact person of the issuer] at [insert the phone number or email of the contact person of the issuer]. You should read the rights offering circular, along with [insert name of issuer]’s continuous disclosure record, to make an informed decision.” 10. Signature Sign the rights offering notice. State the name and title of the person signing the rights offering notice. Form 45-106F15 Rights Offering Circular for Reporting Issuers Table of Contents PART 1 INSTRUCTIONS 1. Overview of the rights offering circular 2. Incorporating information by reference 3. Plain language 4. Format 5. Omitting information 6. Date of information 7. Forward-looking information 1590 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 2 SUMMARY OF OFFERING 8. Required statement 9. Basic disclosure about the distribution 10. Purpose of the rights offering circular 11. Securities offered 12. Right entitlement 13. Subscription price 14. Expiry of offer 15. Description of the securities 16. Securities issuable under the rights offering 17. Listing of securities PART 3 USE OF AVAILABLE FUNDS 18. Available funds 19. Use of available funds 20. How long will the available funds last? PART 4 INSIDER PARTICIPATION 21. Intention of insiders 22. Holders of at least 10% before and after the rights offering PART 5 DILUTION 23. Dilution PART 6 STAND-BY COMMITMENT 24. Stand-by guarantor 25. Financial ability of the stand-by guarantor 26. Security holdings of the stand-by guarantor PART 7 MANAGING DEALER, SOLICITING DEALER AND UNDERWRITING CONFLICTS 27. The managing dealer, the soliciting dealer and their fees 28. Managing dealer/soliciting dealer conflicts PART 8 HOW TO EXERCISE THE RIGHTS 29. Security holders who are registered holders 30. Security holders who are not registered holders 31. Eligibility to participate 32. Additional subscription privilege 33. Transfer of rights 34. Trading of underlying securities 35. Resale restrictions 36. Fractional securities upon exercise of the rights 1591 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 9 APPOINTMENT OF DEPOSITORY 37. Depository 38. Release of funds from depository PART 10 FOREIGN ISSUERS 39. Foreign issuers PART 11 ADDITIONAL INFORMATION 40. Additional information PART 12 MATERIAL FACTS AND MATERIAL CHANGES 41. Material facts and material changes PART 1 INSTRUCTIONS 1. Overview of the rights offering circular This is the form of circular you must use for a distribution of rights under section 2.1 of National Instrument 45-106 Prospectus Exemptions. In this form, a distribution of rights is sometimes referred to as a “rights offering”. The objective of the rights offering circular is to provide information about the rights offering and details on how an existing security holder can exercise the rights. Prepare the rights offering circular using a question-and-answer format. Guidance We do not expect the rights offering circular to be longer than 10 pages. 2. Incorporating information by reference You must not incorporate information into the rights offering circular by reference. 3. Plain language Use plain, easy to understand language in preparing the rights offering circular. Avoid technical terms but if they are necessary, explain them in a clear and concise manner. 4. Format Except as otherwise stated, use the questions presented in this form as headings in the rights offering circular. To make the rights offering circular easier to understand, present information in tables. 5. Omitting information Unless this form indicates otherwise, you are not required to complete an item in this form if it does not apply. 6. Date of information Unless this form indicates otherwise, present the information in this form as of the date of the rights offering circular. 7. Forward-looking information If you disclose forward-looking information in the rights offering circular, you must comply with Part 4A.3 of National Instrument 51-102 Continuous Disclosure Obligations. 1592 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 2 SUMMARY OF OFFERING circular to be longer than 10 pages. State in italics, at the top of the cover page, the following: “This rights offering circular is prepared by management. No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this circular. Any representation to the contrary is an offence. This is the circular we referred to in the [insert date of the rights offering notice] rights offering notice, which you should have already received. Your rights certificate and relevant forms were enclosed with the rights offering notice. This circular should be read in conjunction with the rights offering notice and our continuous disclosure prior to making an investment decision.” Guidance We remind issuers and their executives that they are liable under secondary market liability provisions for the disclosure in this rights offering circular. 9. Basic disclosure about the distribution Immediately below the statement referred to in item 8, state the following with the bracketed information completed: “Rights offering circular [Date] [Name of Issuer]” If you have less than 12 months of working capital and are aware of material uncertainties that may cast significant doubt upon your ability to continue as a going concern, state the following in bold immediately below the name of the issuer: “We currently have sufficient working capital to last [insert the number of months of working capital as at the date of the rights offering circular] months. We require [insert the percentage of the rights offering required to be taken up]% of the offering to last 12 months.” 10. Purpose of the rights offering circular State the following in bold: “Why are you reading this circular?” Explain the purpose of the rights offering circular. State that the rights offering circular provides details about the rights offering and refer to the rights offering notice that you sent to security holders. 1593 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 11. Securities offered State the following in bold: “What is being offered?” Provide the number of rights you are offering to each security holder under the rights offering. If your outstanding share capital includes more than one class or type of security, identify which security holders are eligible to receive rights. Include the record date the issuer will use to determine which security holders are eligible to receive rights. 12. Right entitlement State the following in bold: “What do[es] [insert number of rights] right[s] entitle you to receive?” Explain what the security holder will receive upon the exercise of the rights. Also include the number of rights needed to acquire the underlying security. 13. Subscription price State the following in bold: “What is the subscription price?” Provide the price a security holder must pay to exercise the rights. If there is no published market for the securities, either explain how you determined the fair value of the securities or explain that no insider will be able to increase their proportionate interest through the rights offering. Guidance Refer to paragraph 2.1(3)(g) of NI 45-106 which provides that the subscription price must be lower than the market price if there is a published market for the securities. If there is no published market, either the subscription price must be lower than the fair value of the securities or insiders are not permitted to increase their proportionate interest in the issuer through the rights offering. 14. Expiry of offer State the following in bold: “When does the offer expire?” Provide the date and time that the offer expires. Guidance Refer to paragraph 2.1(6)(b) of NI 45-106 which provides that the prospectus exemption is not available where the exercise period for the rights is less than 21 days or more than 90 days after the day the rights offering notice is sent to security holders. 1594 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 15. Description of the securities State the following in bold: “What are the significant attributes of the rights issued under the rights offering and the securities to be issued upon the exercise of the rights?” Describe the significant attributes of the rights and securities to be issued upon exercise of the rights. Include in the description the number of outstanding securities of the class of securities issuable upon exercise of the rights, as of the date of the rights offering circular. 16. Securities issuable under the rights offering State the following in bold: “What are the minimum and maximum number or amount of [insert type of security issuable upon the exercise of the rights] that may be issued under the rights offering?” Provide the minimum, if any, and maximum number or amount of securities that may be issuable upon the exercise of the rights. 17. Listing of securities State the following in bold: “Where will the rights and the securities issuable upon the exercise of the rights be listed for trading?” Identify the exchange(s) and quotation system(s), if any, on which the rights and underlying securities are listed, traded or quoted. If no market exists, or is expected to exist, state the following in bold: “There is no market through which these [rights and/or underlying securities] may be sold.” PART 3 USE OF AVAILABLE FUNDS 18. Available funds State the following in bold: “What will our available funds be upon the closing of the rights offering?” Using the following table, disclose the available funds after the rights offering. If you plan to combine additional sources of funding with the offering proceeds to achieve your principal capital-raising purpose, provide details about each additional source of funding. If there is no minimum offering or stand-by commitment, or if the minimum offering or stand-by commitment represents less than 75% of the rights offering, include threshold disclosure if only 15%, 50% or 75% of the entire offering is taken up. Disclose the amount of working capital deficiency, if any, of the issuer as of the most recent month end. If the available funds will not eliminate the working capital deficiency, state how you intend to eliminate or manage the deficiency. If there has been a significant change in the working capital since the most recently audited annual financial statements, explain those changes. 1595 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Guidance We would consider a significant change to include a change in the working capital that results in material uncertainty regarding the issuer’s going concern assumption, or a change in the working capital balance from positive to deficiency or vice versa. Assuming Assuming Assuming Assuming Assuming minimum 15% of 50% of 75% of 100% of offering or offering offering offering offering stand-by commitment only A Amount to be $ $ $ $ $ raised by this offering B Selling $ $ $ $ $ commissions and fees C Estimated $ $ $ $ $ offering costs (e.g., legal, accounting, audit) D Available funds: $ $ $ $ $ D = A – (B + C) E Working capital $ $ $ $ $ as at most recent month end (deficiency) F Additional $ $ $ $ $ sources of funding G Total: $ $ $ $ $ G = D + E + F 19. Use of available funds State the following in bold: “How will we use the available funds?” Using the following table, provide a detailed breakdown of how you will use the available funds. Describe in reasonable detail each of the principal purposes, with approximate amounts. 1596 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Description of Assuming Assuming Assuming Assuming Assuming intended use of minimum 15% of 50% of 75% of 100% of available funds offering or offering offering offering offering listed in order of stand-by priority. commitment only $ $ $ $ $ $ $ $ $ $ Total: Equal to G $ $ $ $ $ in the available funds in item 18 If there is no minimum offering or stand-by commitment, or if the minimum offering or stand-by commitment represents less than 75% of the rights offering, include threshold disclosure if only 15%, 50% or 75% of the entire offering is taken up. Instructions: 1. If the issuer has significant short-term liquidity requirements, discuss, for each threshold amount (i.e., 15%, 50% and 75%), the impact, if any, of raising that amount on its liquidity, operations, capital resources and solvency. Short-term liquidity requirements include non-discretionary expenditures for general corporate purposes and overhead expenses, significant short-term capital or contractual commitments, and expenditures required to achieve stated business objectives. When discussing the impact of raising each threshold amount on your liquidity, operations, capital resources and solvency, include all of the following in the discussion: • which expenditures will take priority at each threshold, and what effect this allocation would have on your operations and business objectives and milestones; • the risks of defaulting on payments as they become due, and what effect the defaults would have on your operations; • an analysis of your ability to generate sufficient amounts of cash and cash equivalents from other sources, the circumstances that could affect those sources and management’s assumptions in conducting this analysis. State the minimum amount required to meet the short-term liquidity requirements. In the event that the available funds could be less than the amount required to meet the short-term liquidity requirements, describe how management plans to discharge its liabilities as they become due. Include the assumptions management used in its plans. If the available funds could be insufficient to cover the issuer’s short-term liquidity requirements and overhead expenses for the next 12 months, include management’s assessment of the issuer’s ability to continue as a going concern. If there are material uncertainties that cast significant doubt upon the issuer's ability to continue as a going concern, state this fact in bold. 1597 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2. If you will use more than 10% of available funds to reduce or retire indebtedness and the indebtedness was incurred within the two preceding years, describe the principal purposes for which the indebtedness was used. If the creditor is an insider, associate or affiliate of the issuer, identify the creditor and the nature of the relationship to the issuer and disclose the outstanding amount owed. 3. If you will use more than 10% of available funds to acquire assets, describe the assets. If known, disclose the particulars of the purchase price being paid for or being allocated to the assets or categories of assets, including intangible assets. If the vendor of the asset is an insider, associate or affiliate of the issuer, identify the vendor and nature of the relationship to the issuer, and disclose the method used to determine the purchase price. 4.

If any of the available funds will be paid to an insider, associate or affiliate of the issuer, disclose in a note to the use of available funds table in item 19 the name of the insider, associate or affiliate, the relationship to the issuer, and the amount to be paid. 5. If you will use more than 10% of available funds for research and development of products or services, a. describe the timing and stage of research and development that management anticipates will be reached using the funds, b. describe the major components of the proposed programs you will use the available funds for, including an estimate of anticipated costs, c. state if you are conducting your own research and development, are subcontracting out the research and development or are using a combination of those methods, and d. describe the additional steps required to reach commercial production and an estimate of costs and timing. 6. If you may reallocate available funds, include the following statement: “We intend to spend the available funds as stated. We will reallocate funds only for sound business reasons.” 20. How long will the available funds last? State the following in bold: “How long will the available funds last?” Explain how long management anticipates the available funds will last. If you do not have adequate funds to cover anticipated expenses for the next 12 months, state the sources of financing that the issuer has arranged but not yet used. Also, provide an analysis of the issuer’s ability to generate sufficient amounts of cash and cash equivalents in the short term and the long term to maintain capacity, and to meet planned growth or to fund development activities. You should describe sources of funding and circumstances that could affect those sources that are reasonably likely to occur. If this results in material uncertainties that cast significant doubt upon the issuer’s ability to continue as a going concern, disclose this fact. If you expect the available funds to last for more than 12 months, state this expectation. 1598 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 4 INSIDER PARTICIPATION 21. Intention of insiders State the following in bold: “Will insiders be participating?” Provide the answer. If “yes”, provide details of insiders’ intentions to exercise their rights, to the extent known to the issuer after reasonable inquiry. 22. Holders of at least 10% before and after the rights offering State the following in bold: “Who are the holders of 10% or more of our securities before and after the rights offering?” Provide this information in the following tabular form, to the extent known to the issuer after reasonable inquiry: Name Holdings before the Holdings after the offering offering [Name of security holder] [State the number or [State the number or amount of securities held amount of securities held and the percentage of and the percentage of security holdings this security holdings this represents] represents] PART 5 DILUTION 23. Dilution State the following in bold: “If you do not exercise your rights, by how much will your security holdings be diluted?” Provide a percentage in the rights offering circular and state the assumptions used, as appropriate. PART 6 STAND-BY COMMITMENT 24. Stand-by guarantor State the following in bold: “Who is the stand-by guarantor and what are the fees?” Explain the nature of the issuer’s relationship with the stand-by guarantor including whether, and the basis on which, if applicable, the stand-by guarantor is a related party of the issuer. Describe the stand-by commitment and the material terms of the basis on which the stand-by guarantor may terminate the obligation under the stand-by commitment. Instructions: In determining if a stand-by guarantor is a related party, you should refer to the issuer’s GAAP which has the same meaning as in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. 1599 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 25. Financial ability of the stand-by guarantor State the following in bold: “Have we confirmed that the stand-by guarantor has the financial ability to carry out its stand-by commitment?” If the offering has a stand-by commitment, state that you have confirmed that the stand- by guarantor has the financial ability to carry out its stand-by commitment. 26. Security holdings of the stand-by guarantor State the following in bold: “What are the security holdings of the stand-by guarantor before and after the rights offering?” Provide this information in the following tabular form, to the extent known to the issuer after reasonable inquiry: Name Holdings before the Holdings after the offering offering if the stand- by guarantor takes up the entire stand-by commitment [Name of stand-by [State the number or [State the number or guarantor] amount of securities held amount of securities held and the percentage of and the percentage of security holdings this security holdings this represents] represents] PART 7 MANAGING DEALER, SOLICITING DEALER AND UNDERWRITING CONFLICTS 27. The managing dealer, the soliciting dealer and their fees State the following in bold: “Who is the [managing dealer/soliciting dealer] and what are its fees?” Identify the managing dealer, if any, and the soliciting dealer, if any, and describe the commissions or fees payable to them. 28. Managing dealer/soliciting dealer conflicts State the following in bold: “Does the [managing dealer/soliciting dealer] have a conflict of interest?” If disclosure is required by National Instrument 33-105 Underwriting Conflicts, include that disclosure. PART 8 HOW TO EXERCISE THE RIGHTS 29. Security holders who are registered holders State the following in bold: “How does a security holder that is a registered holder participate in the rights offering?” Explain how a registered holder can participate in the rights offering. 1600 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 30. Security holders who are not registered holders State the following in bold: “How does a security holder that is not a registered holder participate in the rights offering?” Explain how a security holder who is not a registered holder can participate in the rights offering. 31. Eligibility to participate State the following in bold: “Who is eligible to receive rights?” List the jurisdictions in which you are making the rights offering. Explain how a security holder in a foreign jurisdiction can acquire the rights and securities issuable upon the exercise of the rights. 32. Additional subscription privilege State the following in bold: “What is the additional subscription privilege and how can you exercise this privilege?” Describe the additional subscription privilege and explain how a holder of rights who has exercised the basic subscription privilege can exercise the additional subscription privilege. 33. Transfer of rights State the following in bold: “How does a rights holder sell or transfer rights?” Explain how a holder of rights can sell or transfer rights. If the rights will be listed on an exchange, provide further details related to the trading of the rights on the exchange. 34. Trading of underlying securities State the following in bold: “When can you trade securities issuable upon the exercise of your rights?” State when a security holder can trade the securities issuable upon the exercise of the rights. 35. Resale restrictions State the following in bold: “Are there restrictions on the resale of securities?” If the issuer is offering rights in one or more jurisdictions where there are restrictions on the resale of securities, include a statement disclosing when those rights and underlying securities will become freely tradable and that until then such securities may not be resold except pursuant to a prospectus or prospectus exemption, which may be available only in limited circumstances. 36. Fractional securities upon exercise of the rights State the following in bold: “Will we issue fractional underlying securities upon exercise of the rights?” Respond “yes” or “no” and explain (if necessary). 1601 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 9 APPOINTMENT OF DEPOSITORY 37. Depository State the following in bold: “Who is the depository?” If the rights offering is subject to a minimum offering amount, or if there is a stand-by commitment, state the name of the depository you appointed to hold all money received upon exercise of the rights until the minimum offering amount or stand-by commitment is received or until the money is returned. 38. Release of funds from depository State the following in bold: “What happens if we do not raise the [minimum offering amount] or if we do not receive funds from the stand-by guarantor?” If the offering is subject to a minimum offering amount, or if there is a stand-by commitment, state that you have entered into an agreement with the depository under which the depository will return the money held by it to holders of rights that have already subscribed for securities under the offering, if you do not raise the minimum offering amount or receive funds from the stand-by guarantor. PART 10 FOREIGN ISSUERS 39. Foreign issuers State the following in bold: “How can you enforce a judgment against us?” If the issuer is incorporated, continued, or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, state the following: “[The issuer] is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada. It may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada.” PART 11 ADDITIONAL INFORMATION 40. Additional information State the following in bold: “Where can you find more information about us?” Provide the SEDAR+ website address and state that a security holder can access the issuer’s continuous disclosure from that site. If applicable, provide the issuer’s website address. PART 12 MATERIAL FACTS AND MATERIAL CHANGES 41. Material facts and material changes State the following in bold: “There is no material fact or material change about the issuer that has not been generally disclosed.” 1602 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) If there is a material fact or material change about the issuer that has not been generally disclosed, add disclosure of that material fact or material change. Guidance Issuers should be aware that disclosing a material change in the rights offering circular does not relieve the issuer of the requirement to issue a news release and file a material change report as required by Part 7 of NI 51-102. Form 45-106F16 Notice of Use of Proceeds [Insert issuer name] For the financial year ended [Insert end date of most recently completed financial year] Date: [Specify the date of the Notice. The date must be no earlier than the date of the auditor’s report on the financial statements for the issuer’s most recently completed financial year.] [Provide the information specified in the following table.] 1 Opening Proceeds Closing unused proceeds balance from the last Notice in $ (A) Form 45-106F16, if any Proceeds raised in the most recently completed financial $ (B) year (C) Total opening proceeds [Line (C) = Line (A) + Line (B)] $ 2 Proceeds Used During the Most Recently Completed Financial Year [Provide in reasonable detail a breakdown of all proceeds used $ in the most recently completed financial year, including proceeds used to pay the following, as applicable: i. selling commissions and fees ii. other offering costs iii. amounts paid in respect of each use of available funds identified in the offering memorandum iv. each other principal use of proceeds, identified separately] Total used proceeds [Line (D) is the sum of the uses of $ proceeds itemized in this section 2 of the table, and must equal (D) the aggregate gross proceeds used during the most recently completed financial year.] 3 Closing Unused Proceeds (E) Closing unused proceeds [Line (E) = Line (C) - Line (D)] $ [If any of the proceeds required to be disclosed in this table were paid directly or indirectly to a related party (as defined in Instruction A.6 of Form 45-106F2 Offering Memorandum Form for Non-Qualifying Issuers) of the issuer, state in each case the name of the related party to whom the payment was made, their relationship to the issuer and the amount paid to the related party.] 1603 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Instructions for Completing Form 45-106F16 Notice of Use of Proceeds 1. The amount for Line (A) is taken from Line (E) in the prior year’s Notice of Use of Proceeds (Notice), if applicable. If a Notice was not required in the prior year, then the amount for Line (A) is $nil. 2. The amount for Line (B) is the aggregate gross proceeds raised in all jurisdictions in Canada under section 2.9 [Offering memorandum] of National Instrument 45-106 (the OM exemption) during the most recently completed financial year. If an issuer raised funds in reliance on other prospectus exemptions concurrently with the OM exemption during the year and it is impractical to separately track proceeds raised only under the OM exemption, the issuer can provide the disclosure outlined in the table for the aggregate gross proceeds raised under all prospectus exemptions during the most recently completed financial year. 3. If Line (C) is $nil, then the issuer does not have an obligation to file, deliver or make reasonably available the Notice for that financial year. 4. In Section 2 of the table, the issuer must provide a breakdown in reasonable detail of the uses of the aggregate gross proceeds during the most recently completed financial year. Issuers should ensure that the disclosure is specific enough and provides sufficient detail for an investor to understand how the proceeds have been used. 5. Both direct and indirect payments to related parties must be disclosed. An example of an indirect payment could include repayment of a debt that was incurred for a prior payment to a related party. 6. Proceeds invested on a temporary basis would not generally be considered to have been used. Form 45-106F17 Notice of Specified Key Events This is the form required under subsection 2.9(17.20) of National Instrument 45-106 Prospectus Exemptions (NI 45-106) in New Brunswick, Nova Scotia and Ontario to make available notice of specified key events to holders of securities acquired under subsection 2.9(2.1) of NI 45-106. 1. Issuer Name and Address Provide the following information. Full legal name Street address Province/State Municipality Postal code/Zip code Website Country 1604 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2. Specified Key Event Provide the following information. The event, as described in section 3, is: [Select one or more type of event from the list below] a discontinuation of the issuer’s business a change in the issuer’s industry a change of control of the issuer Date on which the event occurred (yyyy/mm/dd): / / 3. Event Description Provide a brief description of the event identified in section 2. 4. Contact Person Provide the following information for a person at the issuer who can be contacted regarding the event described in section 3. Name Title Date of notice (yyyy/mm/dd) / / Form 45-106F18 Supplemental Offering Memorandum Disclosure for Syndicated Mortgages INSTRUCTIONS: 1. Provide all disclosure required under Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers, as supplemented by this form, including information about the borrower under the syndicated mortgage. Where the headings in Form 45-106F2 and this form are the same, provide all of the required disclosure under the Form 45-106F2 heading. 2. You do not need to follow the order of items in this form. Information required in this form that has already been disclosed in response to the requirements of Form 45-106F2 need not be repeated. 3. You do not need to respond to any item in this form that is inapplicable. 4. Certain items in this form require disclosure about the issuer of a syndicated mortgage and the borrower under a syndicated mortgage. In some cases, the borrower is the issuer of the syndicated mortgage. In these circumstances, the terms “issuer” and ‘borrower’ are interchangeable and there is no requirement to duplicate information. 5. In this form, the distribution of a syndicated mortgage is also referred to as the “offering”. The lenders or investors in a syndicated mortgage are also referred to in this form as the “purchasers”. 6. In this form, “principal holder” means each person who beneficially owns, or directly or indirectly has control or direction over, 10% or more of any class of voting securities of another person. If a principal holder is not an individual, in addition to the other disclosure requirements, provide the information required for the principal holder for any person that beneficially owns, or directly or indirectly has control or direction over more than 50% of the voting rights of the principal holder. 1605 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 7. Repealed. 30 Jun 2023 SR 46/2005 s3. 8. Where this form requires an issuer to indicate that copies of a document are available on request, the issuer must provide a copy of such document when requested. Item 1 – Description of the Offering (1) Provide the following information about the investment being offered and the legal rights of the purchaser: (a) the nature of the investment, i.e., whether it is a participation in a mortgage, an assignment of a participation in a mortgage, a mortgage unit or some other direct or indirect interest or participation in a mortgage over real property and the legal rights of the purchaser attaching to the investment; (b) the rights of the purchaser on default by the borrower and the rights of the purchaser to share in the proceeds of any recovery from the borrower, in particular the purchaser’s voting rights and whether the purchaser has the right to institute individual legal action against the borrower and, if not, the person or persons who may institute or coordinate the institution of legal action against the borrower; (c) if the issuer of the syndicated mortgage is not the borrower under the syndicated mortgage, the rights of the purchaser against the issuer of the syndicated mortgage on default by the borrower, if any; (d) any other material information about the investment or the legal rights of the purchaser. (2) Describe the project and the plans for the use of the funds. Item 2 – Raising of Funds (1) If the funds to be raised through the offering are required to be raised in stages, disclose the period over which the funds will be raised and the factors that determine when they will be raised. (2) If there are any arrangements under which any part of the funds raised will only become available to the borrower if certain conditions are fulfilled, describe those conditions, the procedure for the return of funds to the purchaser if the conditions are not met and any deduction or penalty imposed on the borrower or any other person for not meeting the conditions. Disclose details of the arrangements made for, and the persons responsible for, the supervision of the trust or escrow account or the investment of unreleased funds, and the investment policy to be followed. Item 3 – Other Risk Factors Specific to Syndicated Mortgages (1) State in bold: Investments in syndicated mortgages are speculative and involve a high degree of risk. You should be aware that this investment has not only the usual risks associated with the financial ability of the borrower to make repayments, but also additional risks associated with syndication. (2) If the syndicated mortgage includes a personal covenant, guarantee or other financial commitment, state in bold: 1606 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) The ability of the person providing the personal covenant, guarantee or other financial commitment to perform under the personal covenant, guarantee or other financial commitment will depend on the financial strength of the person. There is no assurance that the person will have the financial ability to be able to satisfy the person’s obligations under the personal covenant, guarantee or other financial commitment. You might not receive any return from your investment or the initial amount invested. (3) Disclose any material risk factors associated with the offering. INSTRUCTIONS: Potential risk factors include, but are not limited to, any of the following: (a) the reliance on the ability of the borrower to make payments under the mortgage; (b) the financial strength of any person offering a personal covenant, guarantee or other financial commitment; (c) the ability to raise further funds as progress in development or construction takes place; (d) changes in land value; (e) unanticipated construction and development costs or delays; (f) the expertise of the parties involved in administering the syndicated mortgage or operations involving the property; (g) the ability to recover one’s investment in the event of foreclosure; (h) operational risks involving the businesses of any tenants of the property; (i) restrictions on the ability of purchasers to take action individually if the borrower defaults; (j) whether there are other liabilities secured against the mortgaged property and their maturity schedule; (k) the ranking of the syndicated mortgage in relation to other mortgages and liabilities secured against the mortgaged property, including any potential for future subordination; (l) conflicts of interest between the borrower, purchasers, issuer or others involved in the offering; (m) inadequate insurance coverage; (n) inability to change the trustee (if any); (o) the restrictions imposed by securities legislation on the resale of the syndicated mortgage and the resulting lack of liquidity. Item 4 – Administration of the Mortgage (1) Describe how the syndicated mortgage will be administered as well as all parties involved, including the name, address, contact person and any relevant licences or registration held by each party. 1607 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) Provide the following information about the specific responsibilities of all parties involved in the administration of the syndicated mortgage: (a) collection responsibility for payments due under the syndicated mortgage; (b) commencement of legal action on default; (c) follow-up on insurance expirations or cancellations; (d) all other material matters of administration to be provided by the person administering the syndicated mortgage. (3) Describe the material terms of any administration agreement related to the syndicated mortgage. (4) Disclose all fees and expenses to be charged to the purchaser under the administration agreement and how they are to be calculated. (5) Disclose that copies of the administration agreement are available from the issuer on request and explain how to request a copy. Item 5 – Trust or Other Agreement (1) Disclose whether there is any trust or other agreement that provides for any person to make advances of the funds to the borrower and to distribute the proceeds of repayments made by the borrower. (2) Provide the following information about any agreement disclosed under subsection (1): (a) whether the purchaser is required to grant a power of attorney to the trustee and the terms of that power of attorney; (b) all fees and expenses to be charged to the purchaser under the agreement; (c) the specific responsibilities of all parties to the agreement regarding the following: (i) the opening of a trust account into which all investment proceeds must be paid until advanced to the borrower and into which all proceeds received in repayment of the syndicated mortgage must be paid before distribution to the purchasers; (ii) details of how payments related to the syndicated mortgage will be made; (iii) the mechanism for replacing the trustee and the procedures for dispute resolution; (d) any other material terms of the agreement. (3) Disclose that copies of any agreement disclosed under subsection (1) are available from the issuer on request and explain how to request a copy. Item 6 – Property Subject to the Mortgage Provide the following information about the property subject to the mortgage: (a) the address and legal description; (b) the past, current and intended use; (c) any proposed improvements; 1608 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) the date of acquisition of the property and the purchase price paid; (e) the details, including the purchase price, of any other transactions involving the property known to the borrower, any related party of the borrower or any of their respective partners, directors, officers or principal holders; (f) if the borrower is not the issuer of the syndicated mortgage, the details, including the purchase price, of any other transactions involving the property known to the issuer, any related party of the issuer or any of their respective partners, directors, officers or principal holders; (g) any material contractual arrangements relating to the property; (h) any insurance policies applicable to the property and their status; (i) any material claims or litigation; (j) any known contamination or environmental concerns; (k) any other material facts. Item 7 – Description of the Syndicated Mortgage (1) Provide the following information about the syndicated mortgage: (a) the principal amount, term, amortization period, interest rate, maturity date, any prepayment entitlement, the ranking of the syndicated mortgage (i.e., first, second, etc.) and any ability of the borrower to subordinate the syndicated mortgage to other indebtedness or to require the purchaser to consent to the subordination of the syndicated mortgage; (b) the material terms and relative priority of any other mortgages or liabilities secured against the mortgaged property; (c) the loan-to-value ratio of the property, calculated on an aggregate basis using the following formula: A ÷ B where A is the aggregate of the following: (i) the loan value of the syndicated mortgage and (ii) the loan value of all other mortgages or liabilities secured against the mortgaged property with priority that is equal to or greater than the syndicated mortgage, assuming in all cases that the maximum amount of any such mortgage or liability is fully drawn, and B is the appraised value of the property described under item 8; (d) the impact on the loan-to-value ratio of any potential future subordination of the syndicated mortgage; (e) the aggregate dollar amount of the funds being raised under the offering; (f) status of the syndicated mortgage, including whether there are any arrears and, if so, the amount and due dates of outstanding payments; (g) the means by which the repayments by the borrower will be distributed and the procedure for establishing the proportion to which each purchaser is entitled to share in the distribution; 1609 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (h) the source of funds that the borrower will use to make payments on the syndicated mortgage, including any reserve accounts or other fund maintained by the borrower or any other person; (i) any other material terms. (2) Describe the material terms of any commitment letter, or other commitment document, that sets out the terms of the commitment to advance funds to the borrower. (3) Disclose that copies of the commitment letter, or other commitment document, are available from the issuer on request and explain how to request a copy. Item 8 – Appraisal (1) Provide the following information about the most recent appraisal of the value of the property subject to the mortgage, prepared by a qualified appraiser in accordance with subsection 2.9(19.1) of National Instrument 45-106 Prospectus Exemptions: (a) the method used; (b) all assumptions made; (c) any qualifications or limitations; (d) the date of the valuation. (2) Describe the most recent assessment of the property subject to the mortgage, including existing improvements by any provincial or municipal assessment authority. Item 9 – Exemptions Disclose any statutory or discretionary exemption from the registration requirement that is being relied upon by any person involved in the offering of the syndicated mortgage. Item 10 – Guarantees or Other Similar Financial Commitments (1) Summarize the terms of any personal covenant, guarantee or other financial commitment provided in connection with the syndicated mortgage. Explain how the personal covenant, guarantee or financial commitment works. (2) Disclose that copies of the personal covenant, guarantee or other financial commitment are available from the issuer on request and explain how to request a copy. (3) Describe the business experience of the person providing any personal covenant, guarantee or other financial commitment. (4) Describe the financial resources of the person providing the personal covenant, guarantee or other financial commitment. The description must enable a reasonable purchaser applying reasonable effort to understand the person’s ability to meet the obligations under the personal covenant, guarantee or other financial commitment. (5) Disclose whether the purchasers will be entitled to ongoing disclosure of the financial position of the person providing any personal covenant, guarantee or other financial commitment during the period of the personal covenant, guarantee or other financial commitment, and the nature, verification, timing and frequency of any disclosure that will be provided to purchasers. 1610 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 11 – Organization of Mortgage Broker, Mortgage Brokerage or Mortgage Agency State the laws under which any firm acting as a mortgage broker, mortgage brokerage or mortgage agency is organized and the date of formation of the mortgage broker, mortgage brokerage or mortgage agency. Item 12 – Borrower Information If the borrower is not the issuer of the syndicated mortgage, provide the disclosure required under items 2, 3, 4 and 12 of Form 45-106F2 Offering Memorandum for Non-Qualifying Issuers as if the borrower were the issuer of the syndicated mortgage. Item 13 – Developer If the property subject to the syndicated mortgage is being developed, state the laws under which the developer is organized and the date of formation of the developer. Describe the business of the developer and any prior experience of the developer in similar projects. Item 14 – Mortgage Broker, Mortgage Brokerage or Mortgage Agency, Partners, Directors, Officers and Principal Holders (1) Disclose the name, municipality of residence and principal occupation for the 5 years preceding the date of the offering memorandum of any individual mortgage broker involved in the offering and the partners, directors, officers and any principal holders of any firm acting as a mortgage broker, mortgage brokerage or mortgage agency involved in the offering. (2) Disclose any penalty or sanction, including the reason for it and whether it is currently in effect, that has been in effect during the 10 years preceding the date of the offering memorandum, or any cease trade order that has been in effect for a period of more than 30 consecutive days during the 10 years preceding the date of the offering memorandum against any of the following: (a) a mortgage broker, mortgage brokerage or mortgage agency involved in the offering; (b) a director, officer or principal holder of a firm acting as a mortgage broker, mortgage brokerage or mortgage agency involved in the offering; (c) any issuer of which a person referred to above was a director, officer or principal holder at the time of the penalty or sanction. (3) 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 10 years preceding the date of the offering memorandum with respect to any of the following: (a) a mortgage broker, mortgage brokerage or mortgage agency involved in the offering; (b) a director, officer or principal holder of a firm acting as a mortgage broker, mortgage brokerage or mortgage agency involved in the offering; (c) any issuer of which a person referred to above was a director, officer or principal holder at the time of the declaration, assignment, proposal, proceedings, arrangement, compromise or appointment. 1611 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 15 – Developer, Partners, Directors, Officers and Principal Holders (1) Disclose the name and address of any developer of the property subject to the syndicated mortgage. (2) Disclose any penalty or sanction, including the reason for it and whether it is currently in effect, that has been in effect during the 10 years preceding the date of the offering memorandum, or any cease trade order that has been in effect for a period of more than 30 consecutive days during the 10 years preceding the date of the offering memorandum against any of the following: (a) developer of the property subject to the syndicated mortgage; (b) a director, officer or principal holder of a developer of the property subject to the syndicated mortgage; (c) any issuer of which a person referred to above was a director, officer or principal holder at the time of the penalty or sanction. (3) 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 10 years preceding the date of the offering memorandum with respect to any of the following: (a) a developer of the property subject to the syndicated mortgage; (b) a director, officer or principal holder of a developer of the property subject to the syndicated mortgage; (c) any issuer of which a person referred to above was a director, officer or principal holder at the time of the declaration, assignment, proposal, proceedings, arrangement, compromise or appointment. Item 16 – Conflicts of Interest (1) Describe any existing or potential conflicts of interest among any of the following: (a) the borrower; (b) the issuer; (c) a mortgage broker, mortgage brokerage or mortgage agency involved in the offering; (d) a developer of the property subject to the syndicated mortgage; (e) any partners, directors, officers or principal holders of the borrower, issuer, mortgage broker, mortgage brokerage or mortgage agency, or developer; (f) the trustee, administrator of the mortgage, or any other person providing goods or services to the borrower, issuer, mortgage broker, mortgage brokerage or mortgage agency or developer in connection with the syndicated mortgage. (2) Describe any direct or indirect interest in the property subject to the syndicated mortgage, the borrower or the business of the borrower held by any of the following: (a) any mortgage broker, mortgage brokerage or mortgage agency, developer, trustee or administrator involved in the offering; (b) a director, officer or principal holder of a person or company listed above. 1612 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 17 – Material Contracts (1) To the extent not already disclosed elsewhere in the offering memorandum, describe each material contract relating to the offering or the syndicated mortgage that is in force or is to be entered into by the borrower, issuer, mortgage broker, mortgage brokerage, mortgage agency or developer, or any related party of the foregoing. (2) Disclose that copies of the material contracts are available from the issuer on request and explain how to request a copy. Item 18 – Disclosure of Fees (1) Disclose whether a mortgage broker, mortgage brokerage or mortgage agency has provided a disclosure statement under mortgage legislation to the borrower concerning all fees, by whatever name those fees are called, to be charged to the borrower. Disclose that copies of the disclosure statement are available from the issuer on request and explain how to request a copy. (2) If no mortgage broker, mortgage brokerage or mortgage agency has provided a disclosure statement to the borrower, describe the fees, by whatever name those fees are called, that are to be charged to the borrower, how they are to be calculated and paid and when any person involved in the distribution is entitled to payment. (3) Disclose all fees, by whatever name those fees are called, to be paid by the purchaser, directly or indirectly, in connection with the syndicated mortgage. Item 19 – Registration Documentation State: In addition to all other documentation received, the purchaser should request from the borrower, issuer or any mortgage broker, mortgage brokerage or mortgage agency involved in the distribution, the following documentation: (a) a copy of the certificate of mortgage interest or assignment of the mortgage or any other document evidencing the investment; (b) a copy of any confirmation signed by any secured party with priority over the syndicated mortgage confirming the outstanding balance of its encumbrance over the property and confirming that the borrower is not in arrears with any payments; (c) written confirmation of valid insurance on the property and disclosure of the interest of the purchaser in the insurance; (d) written confirmation that there are no outstanding arrears or delinquent municipal property taxes on the property; (e) a state of title certificate or equivalent, showing the registration of the syndicated mortgage; (f) a copy of any administration agreement or trust indenture; (g) a copy of any agreement the purchaser entered into in connection with the distribution of the syndicated mortgage. 1613 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Form 45-106F19 Listed Issuer Financing Document INSTRUCTIONS 1. Overview of the offering document This is the form an issuer must use as the offering document for a distribution under section 5A.2 of the Instrument. In these instructions, the form is also referred to as the “offering document”. The objective of the offering document is to provide information about the offering. Present information in the offering document using a question-and-answer format. 2. Incorporating information by reference Do not incorporate information into the offering document by reference. 3. Plain language Use plain, easy to understand language in preparing the offering document. Avoid technical terms but if they are necessary, explain them in a clear and concise manner. 4. Format Except as otherwise stated, use the questions presented in this form as headings in the offering document. To make the document easier to understand, present information in tables. 5. Date of information Unless this form indicates otherwise, present the information in this form as of the date of the offering document. 6. Forward-looking information If the issuer discloses forward-looking information in the offering document, the issuer must comply with Part 4A.3 of National Instrument 51-102 Continuous Disclosure Obligations. PART 1 SUMMARY OF OFFERING 1. Basic disclosure about the distribution On the cover page, state the following with the bracketed information completed: “Offering Document under the Listed Issuer Financing Exemption [Date] [Name of Issuer]” 2. Details of the offering On the cover page, state the following in bold: “What are we offering?” Provide the following details about the offering: (a) the type and number of securities the issuer is offering, and a description of all significant attributes of the securities; (b) the offering price; 1614 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) the minimum and maximum amount of securities that the issuer may offer; (d) whether the offering may close in one or more closings and the date by which the offering is expected to close (if known); (e) the exchange and quotation system, if any, on which the securities are listed, traded or quoted; (f) the closing price of the issuer’s securities on the most recent trading day before the date of the offering document. 3. Required statement On the cover page, state the following in bold with the bracketed information completed: “No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer. [Name of issuer] is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 Prospectus Exemptions. In connection with this offering, the issuer represents the following is true: • The issuer has active operations and its principal asset is not cash, cash equivalents or its exchange listing. • The issuer has filed all periodic and timely disclosure documents that it is required to have filed. • The total dollar amount of this offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption in the 12 months immediately before the date of this offering document, will not exceed [Insert the greater of $5 000 000 and the amount that is equal to 10% of the issuer’s market capitalization, to a maximum of $10 000 000]. • The issuer will not close this offering unless the issuer reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution. • The issuer will not allocate the available funds from this offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the issuer seeks security holder approval.” PART 2 SUMMARY DESCRIPTION OF BUSINESS 4. Summary description of business State the following in bold: “What is our business?” Provide a brief summary of the business the issuer carries on or intends to carry on. 1615 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 5. Recent developments State the following in bold: “Recent developments” Provide a brief summary of key recent developments involving or affecting the issuer. 6. Material facts If there is a material fact about the securities being distributed that has not been disclosed elsewhere in this offering document or in any other document filed since the date that is the earlier of the date that is 12 months before the date of this offering document and the date that the issuer’s most recent audited annual financial statements were filed, disclose that material fact. 7. Business objectives and milestones State the following in bold: “What are the business objectives that we expect to accomplish using the available funds?” State the business objectives that the issuer expects to accomplish using the available funds disclosed under item 8. Describe each significant event that must occur for the business objectives described to be accomplished and state the specific period in which each event is expected to occur and the cost related to each event. PART 3 USE OF AVAILABLE FUNDS 8. Available funds State the following in bold: “What will our available funds be upon the closing of the offering?” Using the following table, disclose what the issuer’s available funds will be after the offering. If the issuer plans to combine additional sources of funding with the offering proceeds to achieve its principal purpose for raising capital, provide details about each additional source of funding. If there has been a significant decline in working capital since the most recently audited annual financial statements, explain the decline. Assuming minimum Assuming 100% of offering only offering A Amount to be raised by this offering $ $ B Selling commissions and fees $ $ C Estimated offering costs (e.g., legal, $ $ accounting, audit) D Net proceeds of offering: D = A – (B+C) $ $ E Working capital as at most recent $ $ month end (deficiency) F Additional sources of funding $ $ G Total available funds: G = D+E+F $ $ 1616 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 9. Use of available funds State the following in bold: “How will we use the available funds?” Using the following table, provide a detailed breakdown of how the issuer will use the available funds. Describe in reasonable detail each of the principal purposes, with approximate amounts. Description of intended use of available Assuming minimum Assuming 100% of funds listed in order of priority offering only offering $ $ $ $ Total: Equal to G in the available funds $ $ in item 8 Instructions: 1. If the issuer will use more than 10% of available funds to reduce or retire indebtedness and the indebtedness was incurred within the 2 preceding years, describe the principal purposes for which the indebtedness was used. If the creditor is an insider, associate or affiliate of the issuer, identify the creditor and the nature of the relationship to the issuer and disclose the outstanding amount owed. 2. If the issuer will use more than 10% of available funds to acquire assets, describe the assets. If known, disclose the particulars of the purchase price being paid for or being allocated to the assets or categories of assets, including intangible assets. If the vendor of the asset is an insider, associate or affiliate of the issuer, identify the vendor and nature of the relationship to the issuer, and disclose the method used to determine the purchase price. 3. If any of the available funds will be paid to an insider, associate or affiliate of the issuer, disclose in a note to the table the name of the insider, associate or affiliate, the relationship to the issuer, and the amount to be paid. 4. If the issuer will use more than 10% of available funds for research and development of products or services, a. describe the timing and stage of research and development that management anticipates will be reached using the funds, b. describe the major components of the proposed programs the issuer will use the available funds for, including an estimate of anticipated costs, c. state if the issuer is conducting its own research and development, is subcontracting out the research and development or is using a combination of those methods, and d. describe the additional steps required to reach commercial production and an estimate of costs and timing. 5. If the issuer’s most recently filed audited annual financial statements or interim financial report included a going concern note, disclose that fact and explain how this offering is anticipated to address any uncertainties that affect the decision on whether a going concern note is included in your next annual financial statements. 1617 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 10. Use of funds from previous financings State the following in bold:

“How have we used the other funds we have raised in the past 12 months?” Provide a comparison, in tabular form, of disclosure the issuer previously made about how the issuer would use available funds or proceeds from any financing in the past 12 months, an explanation of the variances, and the impact of the variances, if any, on the issuer’s ability to achieve its business objectives and milestones. PART 4 FEES AND COMMISSIONS 11. Involvement of dealers or finders and their fees State the following in bold: “Who are the dealers or finders that we have engaged in connection with this offering, if any, and what are their fees?” If any dealer, finder or other person 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) the name of the dealer, finder, or other person; b) a description of each type of compensation and the estimated amount to be paid for each type; c) 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); d) details of any broker’s warrants or agent’s option (including number of securities under the warrants or option, exercise price and expiry date); e) 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). 12. Dealer conflicts If the issuer has engaged a dealer in connection with the offering, state the following in bold with the bracketed information completed: “Does [identify dealer(s)] have a conflict of interest?” If disclosure is required under National Instrument 33-105 Underwriting Conflicts, include that disclosure. PART 5 PURCHASERS’ RIGHTS 13. Purchasers’ rights State the following in bold with the bracketed information completed: “Rights of Action in the Event of a Misrepresentation If there is a misrepresentation in this offering document, you have a right a) to rescind your purchase of these securities with [insert name of issuer or other term used to refer to the issuer], or 1618 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) b) to damages against [insert name of issuer or other term used to refer to the issuer] and may, in certain jurisdictions, have a statutory right to damages from other persons. These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities. If you intend to rely on the rights described in paragraph a) or b) above, you must do so within strict time limitations. You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.” PART 6 ADDITIONAL INFORMATION 14. Additional information State the following in bold: “Where can you find more information about us?” State that a security holder can access the issuer’s continuous disclosure at www.sedarplus.com. If applicable, provide the issuer’s website address. PART 7 DATE AND CERTIFICATE 15. Certificate Include the following statement in bold with the bracketed information completed: “This offering document, together with any document filed under Canadian securities legislation on or after [insert the date which is the earlier of the date that is 12 months before the date of this offering document and the date that the issuer’s most recent audited annual financial statements were filed], contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.” 16. Date and signature Provide the signature, date of the signature, name and position of the chief executive officer and chief financial officer of the issuer. 8 Jly 2011 SR 41/2011 s21; 5 Aug 2011 SR 48/2011 s8; 17 May 2013 SR 33/2013 s12; 12 Sep 2014 SR 77/2014 s14; 8 May 2015 SR 43/2015 s4; 3 Jly 2015 SR 61/2015 s6; 4 Dec 2015 SR 104/2015 s11; 31 Dec 2015 SR 108/2015 s8; 29 Apr 2016 SR 34/2016 s5; 12 Aug 2016 SR 65/2016 s2; 1 Jne 2018 SR 38/2018 s10.26 Oct 2018 SR 74/2018 s2; 5 Mar 2021 SR 19/2021 s3; 18 Feb 2022 SR 1/2022 s7; 10 Feb 2023 SR 3/2023 s5; 30 Jne SR 47/2023 s17; 30 Jun 2023 SR 44/2023 s3; 1 Dec 2023 SR 110/2023 s7; 22 Aug 2025 SR 67/2025 s11. 1619 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XLIV [Clause 2(rr)] NATIONAL INSTRUMENT 33-105 UNDERWRITING CONFLICTS PART 1 DEFINITIONS, INTERPRETATION AND APPLICATION 1.1 Definitions - In this Instrument: “associated party” means, if used to indicate a relationship with a person or company: (a) a trust or estate in which: (i) that person or company has a substantial beneficial interest, unless that trust or estate is managed under discretionary authority by a person or company that is not a member of any professional group of which the first mentioned person or company is a member; or (ii) that person or company serves as trustee or in a similar capacity; (b) an issuer in respect of which that person or company beneficially owns or controls, directly or indirectly, voting securities carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the issuer; or (c) a relative, including the spouse, of that person, or a relative of that person’s spouse, if: (i) the relative has the same home as that person; and (ii) the person has discretionary authority over the securities held by the relative; “connected issuer” means, for a registrant: (a) an issuer distributing securities, if the issuer or a related issuer of the issuer has a relationship with any of the following persons or companies that may lead a reasonable prospective purchaser of the securities to question if the specified firm registrant and the issuer are independent of each other for the distribution: (i) the specified firm registrant; (ii) a related issuer of the specified firm registrant; (iii) a director, officer or partner of the specified firm registrant; (iv) a director, officer or partner of a related issuer of the specified firm registrant; or 1620 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) a selling securityholder distributing securities, if the selling securityholder or a related issuer of the selling securityholder has a relationship with any of the following persons or companies that may lead a reasonable prospective purchaser of the securities to question if the specified firm registrant and the selling securityholder are independent of each other for the distribution: (i) the specified firm registrant; (ii) a related issuer of the specified firm registrant; (iii) a director, officer or partner of the specified firm registrant; (iv) a director, officer or partner of a related issuer of the specified firm registrant; “direct underwriter” means, for a distribution: (a) an underwriter that is in a contractual relationship with the issuer or selling securityholder to distribute the securities that are being offered in the distribution; or (b) a dealer manager, if the distribution is a rights offering; “foreign issuer” has the meaning ascribed to that term in National Instrument 71-101 The Multijurisdictional Disclosure System; “independent underwriter” means, for a distribution, a direct underwriter that is not the issuer or the selling securityholder in the distribution and in respect of which neither the issuer nor the selling securityholder is a connected issuer or a related issuer; “influential securityholder” means, in relation to an issuer: (a) a person or company or professional group that: (i) holds, has the power to direct the voting of, or has direct or indirect beneficial ownership of, voting securities entitling the person or company or professional group to cast more than 20 percent of the votes for the election or removal of directors of the issuer; (ii) holds, has the power to direct the voting of, or has direct or indirect beneficial ownership of, equity securities entitling the person or company or professional group to receive more than 20 percent of the dividends or distributions to the holders of the equity securities of the issuer, or more than 20 percent of the amount to be distributed to the holders of equity securities of the issuer on the liquidation or winding up of the issuer; (iii) controls or is a partner of the issuer if the issuer is a general partnership; or (iv) controls or is a general partner of the issuer if the issuer is a limited partnership; 1621 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) a person or company or professional group that: (i) holds, has the power to direct the voting of, or has direct or indirect beneficial ownership of: (A) voting securities entitling the person or company or professional group to cast more than 10 percent of the votes for the election or removal of directors of the issuer; or (B) equity securities entitling the person or company or professional group to receive more than 10 percent of the dividends or distributions to the holders of the equity securities of the issuer, or more than 10 percent of the amount to be distributed to the holders of equity securities of the issuer on the liquidation or winding up of the issuer; and (ii) either: (A) together with its related issuers: (I) is entitled to nominate at least 20 percent of the directors of the issuer or of a related issuer of the issuer; or (II) has officers, directors or employees who are also directors of the issuer or a related issuer of the issuer, constituting at least 20 percent of the directors of the issuer or of the related issuer; or (B) is a person or company of which the issuer, together with its related issuers: (I) is entitled to nominate at least 20 percent of the directors of the person or company or at least 20 percent of the directors of a related issuer of the person or company; or (II) has officers, directors or employees who are also directors of the person or company or a related issuer of the person or company, constituting at least 20 percent of the directors of the person or company or of the related issuer of the person or company; or (c) a person or company: (i) of which the issuer holds, has the power to direct the voting of, or has direct or indirect beneficial ownership of: (A) voting securities entitling the issuer to cast more than 10 percent of the votes for the election or removal of directors of the person or company; or (B) equity securities entitling the issuer to receive more than 10 percent of the dividends or distributions to the holders of the equity securities of the person or company, or more than 10 percent of the amount to be distributed to the holders of equity securities of the person or company on the liquidation or winding up of the person or company; and 1622 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ii) either: (A) that, together with its related issuers: (I) is entitled to nominate at least 20 percent of the directors of the issuer or of a related issuer of the issuer; or (II) has officers, directors or employees who are also directors of the issuer or a related issuer of the issuer, constituting at least 20 percent of the directors of the issuer or of the related issuer; or (B) of which the issuer, together with its related issuers: (I) is entitled to nominate at least 20 percent of the directors of the person or company or at least 20 percent of the directors of a related issuer of the person or company; or (II) has officers, directors or employees who are also directors of the person or company or a related issuer of the person or company, constituting at least 20 percent of the directors of the person or company or of the related issuer of the person or company; or (d) if a professional group is within paragraph (a) or (b), the specified firm specified firm registrant of the professional group; “professional group” means a group comprised of a specified firm registrant and all of the following persons or companies: (a) any employee of the specified firm registrant; (b) any partner, officer or director of the specified firm registrant; (c) any affiliate of the specified firm registrant; (d) any associated party of any person or company described in paragraphs (a) through (c) or of the specified firm registrant; “related issuer” means a party described in subsection 1.2(2); “special warrant” means a security that, by its terms or the terms of an accompanying contractual obligation, entitles or requires the holder to acquire another security without payment of material additional consideration and obliges the issuer of the special warrant or the other security to undertake efforts to file a prospectus to qualify the distribution of the other security; and “specified firm registrant” means a person or company registered, or required to be registered, under securities legislation as a registered dealer, registered adviser or registered investment fund manager. 1623 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 1.2 Interpretation (1) For the purposes of calculating a percentage of securities that are owned, held or under the direction of a person or company in the definition of “influential securityholder”: (a) the determination shall be made: (i) first, by including in the calculation only voting securities or equity securities that are outstanding; and (ii) second, if the person or company is not an influential securityholder by reason of a calculation under subparagraph (i), by including all voting securities or equity securities that would be outstanding if all outstanding securities that are convertible or exchangeable into voting securities or equity securities, and all outstanding rights to acquire securities that are convertible into, exchangeable for, or carry the right to acquire, voting securities or equity securities, are considered to have been converted, exchanged or exercised, as the case may be; and (b) securities held by a specified firm registrant in its capacity as an underwriter in the course of a distribution are considered not to be securities that the specified firm registrant holds, has the power to direct the voting of, or has direct or indirect beneficial ownership of. (2) A person or company is a “related issuer” of another person or company if: (a) the person or company is an influential securityholder of the other person or company; (b) the other person or company is an influential securityholder of the person or company; or (c) each of them is a related issuer of the same third person or company. (3) Calculations of time required to be made in this Instrument in relation to a “distribution” shall be made in relation to the date on which the underwriting or agency agreement for the distribution is signed. 1.3 Application of Instrument - This Instrument does not apply to a distribution of: (a) securities described in the provisions of securities legislation listed in Appendix A; or (b) mutual fund securities. PART 2 RESTRICTIONS ON UNDERWRITING 2.1 Restrictions on Underwriting (1) No specified firm registrant shall act as an underwriter in a distribution of securities in which it is the issuer or selling securityholder, or as a direct underwriter in a distribution of securities of or by a connected issuer or a related issuer of the specified firm registrant, unless the distribution is made under a prospectus or another document that, in either case, contains the information specified in Appendix C. 1624 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) For a distribution of special warrants or a distribution made under a prospectus, no specified firm registrant shall act: (a) as an underwriter if the specified firm registrant is the issuer or selling securityholder in the distribution; or (b) as a direct underwriter if a related issuer of the specified firm registrant is the issuer or selling securityholder in the distribution. (3) Subsection (2) does not apply to a distribution: (a) in which: (i) at least one specified firm registrant acting as direct underwriter acts as principal, so long as an independent underwriter underwrites not less than the lesser of: (A) 20 percent of the dollar value of the distribution; and (B) the largest portion of the distribution underwritten by a specified firm registrant that is not an independent underwriter; or (ii) each specified firm registrant acting as direct underwriter acts as agent and is not obligated to act as principal, so long as an independent underwriter receives a portion of the total agents’ fees equal to an amount not less than the lesser of: (A) 20 percent of the total agents’ fees for the distribution; and (B) the largest portion of the agents’ fees paid or payable to a specified firm registrant that is not an independent underwriter; and (b) the identity of the independent underwriter and disclosure of the role of the independent underwriter in the structuring and pricing of the distribution and in the due diligence activities performed by the underwriters for the distribution is contained in: (i) a document relating to the special warrants that is delivered to the purchaser of the special warrants before that purchaser enters into a binding agreement of purchase and sale for the special warrants, for a distribution of special warrants; or (ii) the prospectus, for a distribution made under a prospectus. 2.2 Calculation Rules - The following rules shall be followed in calculating the size of a distribution and the amount of independent underwriter involvement required for purposes of subsection 2.1(3): (a) For a distribution that is made entirely in Canada, the calculation shall be based on the aggregate dollar value of securities distributed in Canada or the aggregate agents’ fees relating to the distribution in Canada, and the aggregate dollar value of the distribution underwritten, or aggregate dollar value of agents’ fees received, by the independent underwriter in Canada. 1625 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) For a distribution that is made partly in Canada of securities of an issuer that is not a foreign issuer, the calculation shall be based on the aggregate dollar value of securities distributed in Canada and outside of Canada or the aggregate agents’ fees relating to the distribution in Canada and outside of Canada, and the aggregate dollar value of the distribution underwritten, or aggregate dollar value of agents’ fees received, by the independent underwriter in Canada and outside of Canada. (c) For a distribution that is made partly in Canada by a foreign issuer and that is not exempt from the requirements of subsection 2.1(2) by subsection 2.1(3) or by section 3.2, the calculation shall be based on the dollar value of securities distributed in Canada or the agents’ fees relating to the distribution paid or payable in Canada, and the dollar value of the distribution underwritten, or aggregate dollar value of agents’ fees received, by the independent underwriter in Canada. PART 3 NON-DISCRETIONARY EXEMPTIONS 3.1 Exemption from Disclosure Requirement - Subsection 2.1(1) does not apply to a distribution that: (a) is made under a document other than a prospectus if each of the purchasers of the securities: (i) is a related issuer of the specified firm registrant; (ii) purchases as principal; and (iii) does not purchase as underwriter; or (b) is made under section 2.8 of National Instrument 45-102 Resale of Securities. 3.2 Exemption from Independent Underwriter Requirement - Subsection 2.1(2) does not apply to a distribution of securities of a foreign issuer if more than 85 percent of the aggregate dollar value of the distribution is made outside of Canada or if more than 85 percent of the agents’ fees relating to the distribution are paid or payable outside of Canada. PART 3A NON-DISCRETIONARY EXEMPTIONS – ELIGIBLE FOREIGN SECURITIES 3A.1 Definitions – In this Part, “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; 1626 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) the security is issued or guaranteed by the government of a foreign jurisdiction; “executive officer” means, for an issuer, an individual who (a) is a chair, vice-chair or president, (b) is a chief executive officer or chief financial officer, (c) is a vice-president in charge of a principal business unit, division or function including sales, finance or production, or (d) performs a policy-making function in respect of the issuer; “exempt offering document” means: (a) in New Brunswick, Nova Scotia, Ontario and Saskatchewan, an offering memorandum as defined under the securities legislation of that jurisdiction, and (b) in all other jurisdictions, a document including any amendments to the document, that (i) describes the business and affairs of an issuer, and (ii) has been prepared primarily for delivery to and review by a prospective purchaser to assist the prospective purchaser in making an investment decision in respect of securities being distributed pursuant to an exemption from the prospectus requirement; “FINRA” means the self regulatory organization in the United States of America known as the Financial Industry Regulatory Authority; “permitted client” has the same meaning as in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. 3A.2 Application – This Part does not apply to a distribution if a prospectus has been filed with a Canadian securities regulatory authority for the distribution. 3A.3 Exemption based on U.S. disclosure – Subsection 2.1(1) does not apply to a distribution of a security described in paragraph (a) of the definition of eligible foreign security if all of the following apply: (a) the distribution is made to a permitted client through a registered dealer or international dealer; (b) the registered dealer or international dealer delivers a written notice to the permitted client before or during the distribution of the eligible foreign security that specifies the exemption relied on and a reference to this section; (c) an exempt offering document prepared with respect to the distribution is delivered to the permitted client; 1627 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (d) a concurrent distribution of the security is made by the issuer to investors in the U.S.; (e) the exempt offering document contains the same disclosure as that provided to investors in the U.S.; (f) if applicable, the disclosure provided in the exempt offering document for a distribution referred to in paragraph (d) is made in compliance with FINRA rule 5121, as amended from time to time; (g) the distribution referred to in paragraph (d) is made in compliance with applicable U.S. federal securities law. 3A.4 Exemption for foreign government securities - Subsection 2.1(1) does not apply to a distribution of a security described in paragraph (b) of the definition of eligible foreign security if: (a) the distribution is made to a permitted client through a registered dealer or international dealer, and (b) the registered dealer or international dealer delivers a written notice to the permitted client, before or during the distribution of the eligible foreign security that specifies the exemption relied on and a reference to this section. 3A.5 Manner of notice – For greater certainty, a notice required under paragraphs 3A.3(b) and 3A.4(b) may be incorporated into the exempt offering document delivered to the permitted client. 3A.6 Alternative compliance with notice requirement – A notice will be considered to have been delivered to a permitted client in compliance with paragraph 3A.3(b) or 3A.4(b), if (a) the registered dealer or international dealer has previously delivered a notice to the permitted client in compliance with paragraph 3A.3(b) or 3A.4(b), and (b) the notice stated that the registered dealer or international dealer intends to rely on the exemption in paragraph 3A.3(b) or 3A.4(b), as applicable, for any distribution in the future of an eligible foreign security to the permitted client. PART 4 VALUATION REQUIREMENT 4.1 Valuation Requirement - A purchaser of securities offered in a distribution for which information is required to be given under subsection 2.1(1) shall be given a document that contains a summary of a valuation of the issuer by a member of the Canadian Institute of Chartered Business Valuators, a chartered accountant or by a registered dealer of which the issuer is not a related issuer, and that specifies a reasonable time and place at which the valuation may be inspected during the distribution, if: (a) the issuer in the distribution: (i) is not a reporting issuer; (ii) is a registered dealer, or an issuer all or substantially all of whose assets are securities of a registered dealer; (iii) is issuing voting securities or equity securities; and (iv) is effecting the distribution other than under a prospectus; and (b) there is no independent underwriter that satisfies subsection 2.1(3). 1628 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 5 EXEMPTION 5.1 Exemption (1) The regulator or 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. (2) Despite subsection (1), in Ontario only the regulator may grant such an exemption. 5.2 Evidence of Exemption - Without limiting the manner in which an exemption under section 5.1 may be evidenced, the issuance by the regulator of a receipt for a prospectus or an amendment to a prospectus is evidence of the granting of the exemption if: (a) the person or company that sought the exemption has delivered to the regulator, on or before the date that the preliminary prospectus or an amendment to the preliminary prospectus was filed, a letter or memorandum describing the matters relating to the exemption and indicating why consideration should be given to the granting of the exemption; and (b) the regulator has not sent written notice to the contrary to the person or company that sought the exemption before, or concurrent with, the issuance of the receipt. NATIONAL INSTRUMENT 33-105 APPENDIX A EXEMPT SECURITIES Jurisdiction Section Legislation Reference All Sections 2.20, 2.21, 2.35, 2.38 and 2.39 of National Instrument 45-106 Prospectus Exemptions All except Ontario Sections 2.34, 2.36 and 2.37 of National Instrument 45-106 Prospectus Exemptions Alberta Section 87(h), (h.1) and (h.2) of the Securities Act (Alberta) Manitoba Subsection 19(2)(g) and (h) of the Securities Act (Manitoba) Newfoundland and Labrador Subsections 36(2)(h) and (i) of the Securities Act (Newfoundland and Labrador) Nova Scotia Clause 41(2)(i) of the Securities Act (Nova Scotia) Ontario Paragraphs 73(1)(a) and (b) of the Securities Act (Ontario) Sections 2.4 to 2.6 of OSC Rule 45-501 Paragraphs 2.34(2)(b),(d.1),(e) and (f) of National Instrument 45-106 Prospectus Exemptions Prince Edward Island Subsection 2(4)(f) and (g) of the Securities Act (Prince Edward Island) Quebec Section 41 of the Securities Act (Québec) Saskatchewan Subsection 39(2)(i) and (j) of The Securities Act, 1988 (Saskatchewan) 1629 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 NATIONAL INSTRUMENT 33-105 APPENDIX C REQUIRED INFORMATION REQUIRED INFORMATION FOR THE FRONT PAGE OF THE PROSPECTUS OR OTHER DOCUMENT 1. A statement in bold type, naming the relevant specified firm registrant or registrants, that the issuer or the selling securityholder is a connected issuer or a related issuer of a specified firm registrant or registrants in connection with the distribution. 2. A summary, naming the relevant specified firm registrant or registrants, of the basis on which the issuer or selling securityholder is a connected issuer or a related issuer of the specified firm registrant or registrants. 3. A cross-reference to the applicable section in the body of the prospectus or other document where further information concerning the relationship between the issuer or selling securityholder and specified firm registrant or registrants is provided. REQUIRED INFORMATION FOR THE BODY OF THE PROSPECTUS OR OTHER DOCUMENT 4. A statement, naming the relevant specified firm registrant or registrants, that the issuer or the selling securityholder is a connected issuer or a related issuer of a specified firm registrant or registrants for the distribution. 5. The basis on which the issuer or selling securityholder is a connected issuer or a related issuer for each specified firm registrant referred to in paragraph 4, including: (a) if the issuer or selling securityholder is a related issuer of the specified firm registrant, the details of the holding, power to direct voting, or direct or indirect beneficial ownership of, securities that cause the issuer or selling securityholder to be a related issuer; (b) if the issuer or selling securityholder is a connected issuer of the specified firm registrant because of indebtedness, the disclosure required by paragraph 6 of this Appendix; and (c) if the issuer or selling securityholder is a connected issuer of the specified firm registrant because of a relationship other than indebtedness, the details of that relationship. 6. If the issuer or selling securityholder is a connected issuer of the specified firm registrant because of indebtedness: (a) the amount of the indebtedness; (b) the extent to which the issuer or selling securityholder is in compliance with the terms of the agreement governing the indebtedness; (c) the extent to which a related issuer has waived a breach of the agreement since its execution; (d) the nature of any security for the indebtedness; and (e) the extent to which the financial position of the issuer or selling securityholder or the value of the security has changed since the indebtedness was incurred. 1630 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 7. The involvement of each specified firm registrant referred to in paragraph 4 and of each related issuer of the specified firm registrant in the decision to distribute the securities being offered and the determination of the terms of the distribution, including disclosure concerning whether the issue was required, suggested or consented to by the specified firm registrant or a related issuer of the specified firm registrant and, if so, on what basis. 8. The effect of the issue on each specified firm registrant referred to in paragraph 4 and each related issuer of that specified firm registrant, including: (a) information about the extent to which the proceeds of the issue will be applied, directly or indirectly, for the benefit of the specified firm registrant or a related issuer of the specified firm registrant; or (b) if the proceeds will not be applied for the benefit of the specified firm registrant or a related issuer of the specified firm registrant, a statement to that effect. 9. If a portion of the proceeds of the distribution is to be directly or indirectly applied to or towards: (a) the payment of indebtedness or interest owed by the issuer, an associate or related issuer of the issuer, a person or company of which the issuer is an associate, the selling securityholder, an associate or related issuer of the selling securityholder, a person or company of which the selling securityholder is an associate, to the specified firm registrant or a related issuer of the specified firm registrant; or (b) the redemption, purchase for cancellation or for treasury, or other retirement of shares other than equity securities of the issuer, an associate or related issuer of the issuer, a person or company of which the issuer is an associate, the selling securityholder, an associate or related issuer of the selling securityholder, or of a person or company of which the selling securityholder is an associate, held by the specified firm registrant or a related issuer of the specified firm registrant particulars of the indebtedness or shares in respect of which the payment is to be made and of the payment proposed to be made. 10. Any other material facts with respect to the relationship or connection between each specified firm registrant referred to in paragraph 4, a related issuer of each specified firm registrant and the issuer that are not required to be described by the foregoing. SPECIFIED FIRM REGISTRANT AS ISSUER OR SELLING SECURITY- HOLDER 11. If the specified firm registrant is the issuer or selling securityholder in the distribution, then the information required by this Appendix shall be provided to the extent applicable. 23 Sep 2005 SR 100/2005 s10; 2 Oct 2009 SR 81/2009 s14; 8 May 2015 SR 43/2015 s7; 4 Sep 2015 SR 76/2015 s4. 1631 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XLV [Clause 2(ss)] NATIONAL INSTRUMENT 81-107 INDEPENDENT REVIEW COMMITTEE FOR INVESTMENT FUNDS Introduction This National Instrument (the Instrument) contains both rules and accompanying commentary on those rules. The Canadian Securities Administrators (the CSA or we), have made these rules under authority granted by the securities legislation of their jurisdiction. The commentary may explain the implications of a rule, offer examples or indicate different ways to comply with a rule. It may expand on a particular subject without being exhaustive. The commentary is not legally binding, but it does reflect the views of the CSA. Commentary always appears in italic type and, outside of this introduction, is titled ‘Commentary’. PART 1 DEFINITIONS AND APPLICATION 1.1 Investment funds subject to Instrument (1) This Instrument applies to an investment fund that is a reporting issuer. (2) In Québec, this Instrument does not apply to a reporting issuer organized under: (a) an Act to establish the Fonds de solidarité des travailleurs du Québec (F.T.Q.) R.S.Q., chapter F-3.2.1; (b) an Act to establish Fondaction, le Fonds de dévelopement de la Confédération des syndicats nationaux pour la coopération et l’emploi (R.S.Q., chapter F-3.1.2); and (c) an Act constituting Capital régional et coopératif Desjardins (R.S.Q., chapter C-6.1). (3) Despite subsection (1), sections 6.1 to 6.5 also apply to an investment fund that is not a reporting issuer. (4) Despite subsection (1), sections 6.1 and 6.5 also apply in respect of a managed account. Commentary 1 This Instrument applies to all publicly offered mutual funds and non-redeemable investment funds. Investment funds subject to this Instrument include: - labour sponsored or venture capital funds; - scholarship plans; - mutual funds and closed-end funds listed and posted for trading on a stock exchange or quoted on an over-the-counter market; and - investment funds not governed by National Instrument 81-102 Investment Funds (NI 81-102). 1632 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2 This Instrument does not regulate mutual funds that are not reporting issuers (commonly referred to as pooled funds), for example, mutual funds that sell securities to the public only under capital raising exemptions in securities legislation. Part 6, however, provides exemptions that may be relied on in connection with certain trades involving managed accounts and investment funds that are not reporting issuers. 1.2 Definition of conflict of interest matter In this Instrument, “a conflict of interest matter” means: (a) a situation where a reasonable person would consider a manager, or an entity related to the manager, to have an interest that may conflict with the manager’s ability to act in good faith and in the best interests of the investment fund; or (b) a conflict of interest or self-dealing provision listed in Appendix A that restricts or prohibits an investment fund, a manager or an entity related to the manager from proceeding with a proposed action. Commentary 1 Section 5.1 of this Instrument requires that a manager refer all conflict of interest matters to the independent review committee (IRC). 2 The CSA do not consider the “reasonable person” test described in clause (a) to capture inconsequential matters. It is expected that, among the factors the manager will look to for guidance to identify conflict of interest matters caught by this Instrument will be industry best practices. The CSA expect, however, each manager to consider the nature of its investment fund operations when making its decisions about which conflict of interest matters it faces for the funds it manages. 3 The types of conflicts of interest faced by the portfolio manager or portfolio adviser (or sub-adviser) or any other entity related to the manager this Instrument captures relate to the decisions made on behalf of the investment fund that may affect or influence the manager’s ability to make decisions in good faith and in the best interests of the investment fund. This Instrument is not intended to capture the conflicts of interest at the service provider level generally. The CSA expect the manager to consider whether a particular portfolio manager or portfolio adviser or any other ‘entity related to the manager’ would have any conflicts of interest falling within the definition. For example, clause (a) might, depending on the circumstances, capture these conflicts of the portfolio manager or portfolio adviser: - portfolio management processes for the investment fund, including allocation of investments among a family of investment funds; and - trading practices for the investment fund, including negotiating soft dollar arrangements with dealers with whom the adviser places portfolio transactions for the investment fund. 4 The CSA contemplate that an “entity related to the manager” will have its own policies and procedures to address any conflicts of interest in its operations. It is expected the manager will make reasonable inquiries of these policies and procedures. The conflicts of interest facing these entities, including any third party portfolio manager or portfolio adviser, may affect, or be perceived to affect, the manager’s ability to make decisions in the best interests of the investment fund. The manager is expected to refer such conflicts to the IRC under this Instrument. 1633 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 5 For greater certainty, clause (b) requires that a “conflict of interest matter” includes any course of action that the investment fund, the manager or an entity related to the manager would otherwise be restricted or prohibited from proceeding with because of a conflict of interest or self-dealing prohibition in securities legislation. These include the types of transactions described under subsection 5.2(1) of this Instrument. 1.3 Definition of entity related to the manager In this Instrument, “entity related to the manager” means: (a) a person or company that can direct or materially affect the direction of the management and policies of the manager or the investment fund, other than as a member of the independent review committee; or (b) an associate, affiliate, partner, director, officer or subsidiary of the manager or of a person or company referred to in paragraph (a). Commentary 1 The CSA consider an ‘entity related to the manager’ in clause (a) to include: - the portfolio manager or portfolio adviser (or sub-adviser) of the investment fund, including any third party portfolio manager or portfolio adviser; - the administrator of a scholarship plan; and - any person or company that can materially direct or affect the manager’s management or policies, including through contractual agreements or ownership of voting securities. 1.4 Definition of independent (1) In this Instrument, a member of the independent review committee is “independent” if the member has no material relationship with the manager, the investment fund, or an entity related to the manager. (2) For the purposes of subsection (1), a material relationship means a relationship which could reasonably be perceived to interfere with the member’s judgment regarding a conflict of interest matter. Commentary 1 Under subsection 3.7(3), all members of the IRC must be independent of the manager, the investment fund and entities related to the manager. The CSA believe that all members must be independent because the principal function of the IRC is to review activities and transactions that involve inherent conflicts of interest between an investment fund and its manager. Given this role, it is important that the members of the IRC are free from conflicting loyalties. 2 While the members of the IRC should not themselves be subject to inherent conflicts or divided loyalties, the CSA recognize that there may be inherent conflicts relating to inter-fund issues where a single IRC acts for a family of investment funds. In those cases, this Instrument requires members to conduct themselves in accordance with their written charter and in accordance with the standard of care set out in this Instrument. The CSA do not consider the IRC’s ability to set its own reasonable compensation to be a material relationship with the manager or investment fund under subsection 1.4(1). 1634 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3 A material relationship referred to in subsection 1.4(1) may include an ownership, commercial, charitable, industrial, banking, consulting, legal, accounting or familial relationship. The CSA expect managers and IRC members to consider both past and current relationships when determining whether a material relationship exists. For example, depending on the circumstances, the following individuals may be independent under section 1.4: - an independent member of an existing advisory board or IRC of an investment fund; - an independent member or former independent member of the board of directors, or of a special committee of the board of directors, of an investment fund; - a former independent member of the board of directors, or special committee of the board of directors, of the manager; - an individual appointed as a trustee for an investment fund; and - an independent member of the board of directors, or of a special committee of the board of directors, of a registered trust company that acts as trustee for an investment fund. By way of further example, the CSA consider it unlikely that the following individuals would be independent under section 1.4: - a person who is or has recently been an employee or executive officer of the manager or investment fund; and - a person whose immediate family member is or has recently been an executive officer of the manager or investment fund. The CSA also consider that it would be rare that a member of the board of directors, or special committee of the board of directors, of a manager could be “independent” within the meaning of this Instrument. One such example of when a member of the board of directors of a manager could be “independent” may be owner-operated investment funds, sold exclusively to defined groups of investors, such as members of a trade or professional association or co-operative organization, who directly or indirectly, own the manager. In the case of these investment funds, the CSA view the interests of the independent members of the board of directors of the manager and investors as aligned. 1.5 Definition of inter-fund self-dealing investment prohibitions In this Instrument, “inter-fund self-dealing investment prohibitions” means the provisions listed in Appendix B that prohibit: (a) a portfolio manager from knowingly causing any investment portfolio managed by it to purchase or sell; or (b) an investment fund from purchasing or selling; the securities of an issuer from or to the account of a responsible person, an associate of a responsible person or the portfolio manager. 1635 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 1.6 Definition of manager In this Instrument, “manager” means a person or company that directs the business, operations and affairs of an investment fund. Commentary 1 The CSA are of the view that the term “manager” should be interpreted broadly. The term “manager” is intended to include a group of members on the board of an investment fund or the general partner of an investment fund organized as a limited partnership, where it acts in the capacity of ‘manager’/decision-maker. 2 The CSA have, in connection with prospectus reviews, on occasion encountered investment funds structured in unusual ways. The CSA may examine an investment fund if it seems that it was structured to avoid the operation of this Instrument. 1.7 Definition of standing instruction In this Instrument, “standing instruction” means a written approval or recommendation from the independent review committee that permits the manager to proceed with a proposed action under section 5.2 or 5.3 on an ongoing basis. 1.8 Definition of designated website In this Instrument, “designated website” has the meaning ascribed to that term in National Instrument 81-106 Investment Fund Continuous Disclosure. PART 2 FUNCTIONS OF THE MANAGER 2.1 Manager standard of care A manager in exercising its powers and discharging its duties related to the management of the investment fund must: (a) act honestly and in good faith, and in the best interests of the investment fund; and (b) exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Commentary 1 This section introduces a required standard of care for managers in certain jurisdictions and is intended to create a uniform standard of care provision for managers of investment funds subject to this Instrument. 2.2 Manager to have written policies and procedures (1) Before proceeding with a conflict of interest matter or any other matter that securities legislation requires the manager to refer to the independent review committee, the manager must: (a) establish written policies and procedures that it must follow on that matter or on that type of matter, having regard to its duties under securities legislation; and (b) refer the policies and procedures to the independent review committee for its review and input. (2) In establishing the written policies and procedures described in subsection (1), the manager must consider the input of the independent review committee, if any. 1636 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) The manager may revise its policies and procedures if it provides the independent review committee with a written description of any significant changes for the independent review committee’s review and input before implementing the revisions. Commentary 1 Section 2.2 contemplates that a manager should identify for each investment fund the conflict of interest matters it expects will arise and that will be required to be referred to the IRC under section 5.1, and review its policies and procedures for those matters with the IRC.

Section 2.2 further requires the manager to establish policies and procedures for other matters it expects will arise and that will be required by securities legislation to be referred to the IRC, for example, certain reorganizations and transfers of assets between related mutual funds under Part 5 of NI 81-102. 2 A manager is expected to establish policies and procedures that are consistent with its obligations to the investment fund under securities legislation to make decisions in the best interests of the fund. Clause (1)(a) is intended to reinforce this obligation. A manager that manages more than one investment fund may establish policies and procedures for an action or category of actions for all of the investment funds it manages. Alternatively, the manager may establish separate policies and procedures for the action or category of actions for each of its investment funds, or groups of its investment funds. However structured, the CSA expect the written policies and procedures the manager establishes to be designed to prevent any violations by the manager and the investment fund of securities legislation in the areas that this Instrument addresses, and to detect and promptly correct any violations that occur. 3 A manager is expected to follow the policies and procedures established under this section. In referring a matter to the IRC under section 5.1, the CSA expect the manager to inform the IRC whether its proposed action follows its written policies and procedures on the matter. If an unanticipated conflict of interest matter arises for which the manager does not have a policy and procedure, the CSA expect the manager to bring the matter and its proposed action to the IRC for its review and input at the time the matter is referred to the IRC. 4 Small investment fund families may require fewer written policies and procedures than large fund complexes that, for example, have conflicts of interest as a result of affiliations with other financial service firms. 5 The CSA do not consider a manager’s organization of an investment fund (such as the initial setting of fees or the initial choice of service providers) to be subject to IRC review, unless the manager’s decisions give rise to a conflict of interest concerning the manager’s obligations to existing investment funds within the manager’s fund family. However, the CSA expect the manager will establish policies and procedures for any conflict of interest matters arising from the investment fund’s organization or otherwise and refer to the IRC these policies and procedures and any decisions related to such matters. It is anticipated that the manager will wish to engage the IRC early in the establishment of any new investment fund to ensure the IRC is adequately informed of potential new conflicts of interest. 1637 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2.3 Manager to maintain records A manager must maintain a record of any activity that is subject to the review of the independent review committee, including: (a) a copy of the policies and procedures that address the matter; (b) minutes of its meetings, if any; and (c) copies of materials, including any written reports, provided to the independent review committee. Commentary 1 This section is intended to assist the CSA in determining whether the manager is adhering to this Instrument, and in identifying weaknesses in the manager’s policies and procedures if violations do occur. The CSA expect managers to keep records in accordance with existing best practices. 2 A manager is expected under this section to keep minutes only of any material discussions it has at meetings with the IRC or internally on matters subject to the review of the IRC. The CSA do not view this section or this Instrument as preventing the IRC and manager from sharing record keeping and maintaining joint records of IRC and manager meetings. 3 The CSA expect a manager to keep records of the actions it takes in respect of a matter referred to the IRC. This includes any otherwise restricted or prohibited transactions described in subsection 5.2(1) for which the manager requires the IRC’s approval under Part 6 of this Instrument or under Part 4 of NI 81-102. 2.4 Manager to provide assistance (1) When a manager refers to the independent review committee a conflict of interest matter or any other matter that securities legislation requires it to refer, or refers its policies and procedures related to such matters, the manager must: (a) provide the independent review committee with information sufficient for the independent review committee to properly carry out its responsibilities, including: (i) a description of the facts and circumstances giving rise to the matter; (ii) the manager’s policies and procedures; (iii) the manager’s proposed course of action, if applicable; and (iv) all further information the independent review committee reasonably requests; (b) make its officers who are knowledgeable about the matter available to attend meetings of the independent review committee or respond to inquiries of the independent review committee about the matter; and (c) provide the independent review committee with any other assistance it reasonably requests in its review of the matter. (2) A manager must not prevent or attempt to prevent the independent review committee, or a member of the independent review committee, from communicating with the securities regulatory authority or regulator. 1638 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2.5 Manager to prepare report on related party transactions A manager must prepare, for each financial year of an investment fund, and no later than the date the investment fund files its annual financial statements, a report that includes, under the heading “Manager’s Report on Related Party Transactions”, all of the following: (a) a list containing the following information regarding any report filed by the investment fund with the securities regulatory authority or regulator in the most recent financial year that pertains to a transaction involving the investment fund and an entity related to the manager: (i) the title of the report; (ii) a brief description of the type of transactions to which the report pertains; (iii) the date of the report; (b) a statement that a report referred to in paragraph (a) is available at www.sedarplus.com; (c) for a transaction involving the investment fund and an entity related to the manager that is not identified in any report referred to in paragraph (a), a brief description of the type of transaction. Commentary 1. For the purposes of preparing a report under this section, an “entity related to the manager” is as contemplated by section 1.3 of NI 81-107. 2. Paragraph (a) requires the manager to provide summary information regarding related party transaction reports required by securities legislation to be prepared by the fund manager. Paragraph (b) also requires stating that the reports are available at www.sedarplus.com. 3. Paragraph (b) recognizes that securities legislation mandates the filing of the particulars of only certain types of related party transactions, e.g. those carried out pursuant to subsections 6.2(2), 6.3(3), and 6.4(2) of NI 81-107, and paragraph 4.1(4)(c) of NI 81-102. For any other transaction involving the investment fund and an entity related to the manager that is not identified in any report referred to in paragraph (a), paragraph (c) requires the manager to provide a brief, general summary of such transactions. PART 3 INDEPENDENT REVIEW COMMITTEE 3.1 Independent review committee for an investment fund An investment fund must have an independent review committee. Commentary 1 A manager is expected to establish an IRC using a structure that is appropriate for the investment funds it manages, having regard to the expected workload of that committee. For example, a manager may establish one IRC for each of the investment funds it manages, for several of its investment funds or for all of its investment funds. 1639 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2 This Instrument does not prevent investment funds from sharing an IRC with investment funds managed by another manager. This Instrument also does not prevent a third party from offering IRCs for investment funds. Managers of smaller families of investment funds may find these to be cost-effective ways to establish IRCs for their investment funds. 3.2 Initial appointments The manager must appoint each member of an investment fund’s first independent review committee. 3.3 Vacancies and reappointments (1) An independent review committee must fill a vacancy on the independent review committee as soon as practicable. (2) A member whose term has expired, or will soon expire, may be reappointed by the other members of the independent review committee. (3) In filling a vacancy on the independent review committee or reappointing a member of the independent review committee, the independent review committee must consider the manager’s recommendations, if any. (4) A member may not be reappointed for a term or terms of office that, if served, would result in the member serving on the independent review committee for longer than 6 years, unless the manager agrees to the reappointment. (5) If, for any reason, an independent review committee has no members, the manager must appoint a member to fill each vacancy as soon as practicable. Commentary 1 Consistent with the manager’s role to appoint the first members of an IRC, if at any time the IRC has no members, the manager will also appoint the replacement members. The CSA anticipate that the circumstances contemplated in subsection (5) will occur rarely, such as in the event of a change of manager or change in control of the manager. In these circumstances, managers should consider their timely disclosure obligations under securities legislation. 2 The manager may suggest candidates and may provide assistance to the IRC in the selection and recruitment process when a vacancy arises. Subsection (3) requires the IRC to consider the manager’s recommendation, if any, when filling a vacancy or reappointing a member of the IRC. The CSA believe that allowing the IRC to select its own members and decide the term a member can serve will foster independent-minded committees that will be focussed on the best interests of the investment fund. The CSA also consider the members of the IRC to be best-positioned to judge the manner in which a prospective member can contribute to the effectiveness of the IRC. 3 The maximum term limit of 6 years specified in subsection (4) for a member to serve on an investment fund’s IRC is intended to enhance the independence and effectiveness of the IRC. An IRC may reappoint a member beyond the maximum term, but only with the agreement of the manager. 3.4 Term of office 1640 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) The term of office of a member of an independent review committee must be not less than 1 year and not more than 3 years, and must be set by the manager or the independent review committee, as the case may be, at the time the member is appointed. Commentary 1 To ensure continuity and continued independence from the manager, the CSA recommend that the terms of all IRC members be staggered. 3.5 Nominating criteria Before a member of the independent review committee is appointed, the manager or the independent review committee, as the case may be, must consider: (a) the competencies and skills the independent review committee, as a whole, should possess; (b) the competencies and skills of each other member of the independent review committee; and (c) the competencies and skills the prospective member would bring to the independent review committee. Commentary 1 Section 3.5 sets out the criteria the manager and the IRC must consider before appointing a member of the IRC. Subject to these requirements, the manager and the IRC may establish nominating criteria in addition to those set out in this section. 3.6 Written charter (1) The independent review committee must adopt a written charter that includes its mandate, responsibilities and functions, and the policies and procedures it will follow when performing its functions. (2) If the independent review committee and the manager agree in writing that the independent review committee will perform functions other than those prescribed by securities legislation, the charter must include a description of the functions that are the subject of the agreement. (3) In adopting the charter, the independent review committee must consider the manager’s recommendations, if any. Commentary 1 The CSA expect the written charter to set out the necessary policies and procedures to ensure the IRC performs its role adequately and effectively and in compliance with this Instrument. An IRC acting for more than one investment fund may choose to establish a separate charter for each fund. Alternatively, an IRC may choose to establish one charter for all of the investment funds it oversees or groups of investment funds. 2 The IRC should consider the specific matters subject to its review when developing the policies and procedures to be set out in its charter. 3 Without discussing all of the policies and procedures that may be set out in the written charter, the CSA expect that the written charter will include the following: 1641 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 - policies and procedures the IRC must follow when reviewing conflict of interest matters, criteria for the IRC to consider in setting its compensation and expenses and the compensation and expenses of any advisors employed by the IRC, - a policy relating to IRC member ownership of securities of the investment fund, manager or in any person or company that provides services to the investment fund or the manager, - policies and procedures that describe how a member of the IRC is to conduct himself or herself when he or she faces a conflict of interest, or could be perceived to face a conflict of interest, with respect to a matter being considered or to be considered by the IRC, - policies and procedures that describe how the IRC is to interact with any existing advisory board or board of directors of the investment fund and the manager, and - policies and procedures that describe how any subcommittee of the IRC to which has been delegated any of the functions of the IRC, is to report to the IRC. 4 The manager and the IRC may agree that the IRC will perform functions in addition to those prescribed by this Instrument and elsewhere in securities legislation. This Instrument does not preclude those arrangements, nor does this Instrument regulate those arrangements. 3.7 Composition (1) An independent review committee must have at least three members. (2) The size of the independent review committee is to be determined by the manager, with a view to facilitating effective decision-making, and may only be changed by the manager. (3) Every independent review committee member must be independent. (4) An independent review committee must appoint a member as Chair. (5) The Chair of an independent review committee is responsible for managing the mandate, and responsibilities and functions, of the independent review committee. Commentary 1 To ensure its effectiveness, a manager should consider the workload of the IRC when determining its size. The CSA expect that the manager will seek the input of the IRC prior to changing the size of the IRC. 2 The CSA anticipate that the Chair of the IRC will lead IRC meetings, foster communication among IRC members, and ensure the IRC carries out its responsibilities in a timely and effective manner. 1642 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) The CSA expect the IRC Chair will be the primary person to interact with the manager on issues relating to the investment fund. An IRC Chair and the manager may agree to have regular communication as a way for the IRC Chair to keep informed of the operations of the investment fund between meetings, and of any significant events relating to the investment fund. 3 The requirement that all members of the IRC be independent does not preclude the IRC from consulting with others who can help the members understand matters that are beyond their specific expertise, or help them understand industry practices or trends, for example. 3.8 Compensation (1) The manager may set the initial compensation and expenses of an independent review committee that is appointed under section 3.2 or subsection 3.3(5). (2) Subject to subsection (1), the independent review committee must set reasonable compensation and proper expenses for its members. (3) When setting its compensation and expenses under subsection (2), the independent review committee must consider: (a) the independent review committee’s most recent assessment of its compensation under clause 4.2(2)(b); and (b) the manager’s recommendations, if any. Commentary 1 This section permits the manager to determine the amount and type of compensation and expenses the IRC members will initially receive. To avoid undue influence from the manager, subsection (2) requires that, subsequent to the initial setting of compensation and other than in the unusual circumstance described in subsection 3.3(5), members of the IRC have the sole authority for determining their compensation. The Instrument permits the manager to recommend to the members of the IRC the amount and type of compensation to be paid, and requires the IRC to consider that recommendation. 2 The CSA expect the IRC and the manager to decide the IRC’s compensation in a manner consistent with good governance practices. Among the factors the IRC and the manager should consider when determining the appropriate level of compensation are the following: - the number, nature and complexity of the investment funds and the fund families for which the IRC acts; - the nature and extent of the workload of each member of the IRC, including the commitment of time and energy that is expected from each member; - industry best practices, including industry averages and surveys on IRC compensation; and - the best interests of the investment fund. 1643 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 3 The CSA expect that the IRC and the manager will discuss any instance where the IRC disagrees with the manager’s recommendations under clause (3)(b), in an attempt to reach an agreement that is satisfactory to both the IRC and the manager. 3.9 Standard of care (1) Every member of an independent review committee, in exercising his or her powers and discharging his or her duties related to the investment fund, and, for greater certainty, not to any other person, as a member of the independent review committee must: (a) act honestly and in good faith, with a view to the best interests of the investment fund; and (b) exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. (2) Every member of an independent review committee must comply with this Instrument and the written charter of the independent review committee required under section 3.6. (3) A member of the independent review committee does not breach clause (1)(b), if the member exercised the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, including reliance in good faith on: (a) a report or certification represented as full and true to the independent review committee by the manager or an entity related to the manager; or (b) a report of a person whose profession lends credibility to a statement made by the person. (4) A member of the independent review committee has complied with his or her duties under clause (1)(a) if the member has relied in good faith on: (a) a report or certification represented as full and true to the independent review committee by the manager or an entity related to the manager; or (b) a report of a person whose profession lends credibility to a statement made by the person. Commentary 1 The standard of care for IRC members under this section is consistent with the special relationship between the IRC and the investment fund. The CSA consider the role of the members of the IRC to be similar to corporate directors, though with a much more limited mandate, and therefore we would expect any defences available to corporate directors to also be available to IRC members. 2 The CSA consider the best interests of the investment fund referred to in clause(1)(a) to generally be consistent with the interests of the securityholders in the investment fund as a whole. 3 It is not the intention of the CSA to create a duty of care on the part of the IRC to any other person under clause (1)(b). 3.10 Ceasing to be a member 1644 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (1) An individual ceases to be a member of an independent review committee when: (a) the investment fund terminates; (b) the manager of the investment fund changes, unless the new manager is an affiliate of the former manager; or (c) there is a change of control of the manager of the investment fund. (2) An individual ceases to be a member of an independent review committee if: (a) the individual resigns; (b) the individual’s term of office expires and the member is not reappointed; (c) a majority of the other members of the independent review committee vote to remove the individual; or (d) a majority of the securityholders of the investment fund vote to remove the individual at a special meeting called for that purpose by the manager. (3) An individual ceases to be a member of the independent review committee if the individual is: (a) no longer independent within the meaning of section 1.4 and the cause of the member’s non-independence is not temporary for which the member can recuse himself or herself; (b) of unsound mind and has been so found by a court in Canada or elsewhere; (c) bankrupt; (d) prohibited from acting as a director or officer of any issuer in Canada; (e) subject to any penalties or sanctions made by a court relating to provincial and territorial securities legislation; or (f) a party to a settlement agreement with a provincial or territorial securities regulatory authority. (4) If an individual ceases to be a member of the independent review committee due to a circumstance described in subsection (2), the manager must, as soon as practicable, notify the securities regulatory authority or regulator of the date and the reason the individual ceased to be a member. (5) The notification referred to in subsection (4) is satisfied if it is made to the investment fund’s principal regulator. (6) The notice of a meeting of securityholders of an investment fund called to consider the removal of a member under clause (2)(d) must comply with the notice requirements set out in section 5.4 of National Instrument 81-102 Investment Funds. (7) For any member of the independent review committee who receives notice or otherwise learns of a meeting of securityholders called to consider the removal of the member under clause (2)(d): (a) the member may submit to the manager a written statement giving reasons for opposing the removal; and 1645 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the manager must, as soon as practicable, send a copy of the statement referred to in clause (a) to every securityholder entitled to receive notice of the meeting and to the member unless the statement is included in or attached to the notice documents required by subsection (6). Commentary 1 The CSA do not anticipate that the securityholder vote contemplated in clause 3.10(2)(d) will be routine. When a manager calls a meeting of securityholders to consider the removal of a member, subsection (7) requires that the member will have an opportunity to respond to the manager’s notice. 2 In the circumstances described in clauses 3.10(1)(b) and (c), all members of the IRC will cease to be members. This does not preclude the new manager from reappointing the former members of the IRC under subsection 3.3(5). 3 Clause 3.10(3)(a) is meant to exclude a situation where a member may face, or be perceived to face, a conflict of interest with respect to a specific conflict of interest matter the IRC is considering. 3.11 Authority (1) An independent review committee has authority to: (a) request information it determines useful or necessary from the manager and its officers to carry out its duties; (b) engage independent counsel and other advisors it determines useful or necessary to carry out its duties; (c) set reasonable compensation and proper expenses for any independent counsel and other advisors engaged by the independent review committee; and (d) delegate to a subcommittee of at least three members of the independent review committee any of its functions, except the removal of a member under clause 3.10(2)(c). (2) If the independent review committee delegates to a subcommittee under clause (1)(d) any of its functions, the subcommittee must report on its activities to the independent review committee at least annually. (3) Despite any other provision in this Instrument, an independent review committee may communicate directly with the securities regulatory authority or regulator with respect to any matter. Commentary 1 The CSA recognize that utilizing the manager’s staff and industry experts may be important to help the members of the IRC deal with matters that are beyond the level of their expertise, or help them understand different practices among investment funds. While this Instrument does not require legal counsel or other advisers for the IRC to be independent of the manager or the investment fund, there may be instances when the members of the IRC believe they need access to counsel or advisers who are free from conflicting loyalties. Clause (1)(b) gives the IRC the discretion and authority to hire independent legal counsel and other advisers. The CSA expect that the IRC will use independent advisors selectively and only to assist, not replace, IRC decision-making. The CSA do not anticipate that IRCs will routinely use external counsel and other advisers. 1646 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2 Clause (1)(d) is intended to allow an IRC of more than three members to delegate any of its functions, except the removal of an IRC member, to a subcommittee of at least three members. The CSA expect in such instances that the written charter of the IRC will include a defined mandate and reporting requirements for any subcommittee. The CSA do not consider delegation by the IRC of a function to a subcommittee to absolve the IRC from its responsibility for the function. 3 Subsection (3) specifies that the IRC may inform the securities regulatory authority or regulator of any concerns or issues that it may not otherwise be required to report. For example, the IRC may be concerned if very few matters have been referred by the manager for review, or it may have found, or have reasonable grounds to suspect, a breach of securities legislation has occurred. However, the IRC has no obligation to report matters other than those prescribed by this Instrument or elsewhere in securities legislation. 4 The CSA do not consider that this section or this Instrument prevents the manager from communicating with the securities regulatory authorities with respect to any matter. 3.12 Decisions (1) A decision by the independent review committee on a conflict of interest matter or any other matter that securities legislation requires the independent review committee to review requires the agreement of a majority of the independent review committee’s members. (2) If, for any reason, an independent review committee has two members, a decision by the independent review committee must be unanimous. (3) An independent review committee with one member may not make a decision. Commentary 1 This section requires a decision of the members of the IRC to represent the majority. Should the IRC find itself with two members, subsection (2) permits the IRC to continue to make decisions on conflict of interest matters provided the remaining two members agree. 3.13 Fees and expenses to be paid by the investment fund The investment fund must pay from the assets of its fund all reasonable costs and expenses reasonably incurred in the compliance of this Instrument. Commentary 1 A manager is expected to allocate the costs associated with the IRC on an equitable and reasonable basis amongst the investment funds for which the IRC acts. This Instrument does not prohibit a manager from reimbursing the investment fund for any of the costs associated with compliance with this Instrument. It is expected that the prospectus will disclose whether or not the manager will reimburse the investment fund. 2 The CSA do not expect costs that the manager or investment fund would ordinarily incur in the operation of the investment fund without the presence of the IRC (for example, rent) to be charged to the investment fund under this section. Among the costs the CSA expect will be charged to the investment fund under this section are the following: 1647 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 - the compensation and expenses payable to the members of the IRC and to any independent counsel and other advisers employed by the IRC; - the costs of the orientation and continuing education of the members of the IRC; and - the costs and expenses associated with a special meeting of securityholders called by the manager to remove a member or members of the IRC. 3.14 Indemnification and insurance (1) In this section, “member” means: (a) a member of the independent review committee; (b) a former member of the independent review committee; and (c) the heirs, executors, administrators or other legal representatives of the estate of an individual in clause (a) or (b). (2) An investment fund and manager may indemnify a member against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the person in respect of any civil, criminal, administrative, investigative or other proceeding in which the member is involved because of being or having been a member. (3) An investment fund and manager may advance moneys to a member for the costs, charges and expenses of a proceeding referred to in subsection (2). The member must repay the moneys if the member does not fulfill the conditions of subsection (4). (4) An investment fund and manager may not indemnify a member under subsection (2) unless: (a) the member acted honestly and in good faith, with a view to the best interests of the investment fund; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the member had reasonable grounds for believing that the individual’s conduct was lawful. (5) Despite subsection (2), a member referred to in that subsection is entitled to an indemnity from the investment fund in respect of all costs, charges and expenses reasonably incurred by the member in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the member is subject because of the member’s association with the investment fund as described in subsection (2), if the member seeking indemnity: (a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that ought to have been done; and (b) fulfills the conditions set out in subsection (4). 1648 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (6) An investment fund and manager may purchase and maintain insurance for the benefit of any member referred to in subsection (2) against any liability incurred by the member in his or her capacity as a member. Commentary 1 This Instrument requires that members of an IRC be accountable for their actions. At the same time, this section does not prevent an investment fund or a manager from limiting a member’s financial exposure through insurance and indemnification. 2 This section permits an investment fund and the manager to indemnify and purchase insurance coverage for the members of the IRC on terms comparable to those applicable to directors of corporations. The broad goals underlying the indemnity provisions are to allow for reimbursement for reasonable good faith behaviour, thereby discouraging the hindsight application of perfection to the IRC’s actions. Under this section, the investment fund is required to indemnify an IRC member who has been sued and has successfully defended the action, subject to certain conditions. If the IRC member does not defend the action successfully, the investment fund and manager may indemnify the member in certain circumstances. The intention of indemnity is to encourage responsible behaviour yet still permit enough leeway to attract strong candidates. The two conditions which must be satisfied in either instance under this section for an IRC member to be indemnified are: - the IRC member must have acted in a manner consistent with his or her fiduciary duty with respect to the action or matter for which the IRC member is seeking the indemnification; and - the IRC member must have had reasonable grounds for believing that his or her conduct was lawful. The CSA expect any such coverage to be on reasonable commercial terms. 3 It is open to members of the IRC to negotiate contractual indemnities with the manager and the investment fund provided the protection is permissible under this section. 3.15 Orientation and continuing education (1) The manager and independent review committee must provide orientation consisting of educational or informational programs that enable a new independent review committee member to understand: (a) the role of the independent review committee and its members collectively; and (b) the role of the individual member. 1649 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) The manager may provide a member of the independent review committee with educational or informational programs, as the manager considers useful or necessary, that enable the member to understand the nature and operation of the manager’s and investment fund’s businesses. (3) The independent review committee may reasonably supplement the educational and informational programs provided to its members under this section. Commentary 1 The CSA expect members of the IRC to regularly participate in educational or informational programs that may be useful to the members in understanding and fulfilling their duties. Section 3.15 sets out only the minimum educational programs that a manager and IRC are expected to provide for members of the IRC. Educational activities could include presentations, seminars or discussion groups conducted by: - personnel of the investment fund or manager, - outside experts, - industry groups, - representatives of the investment fund’s various service providers, and - educational organizations and institutions. 2 The CSA expect a discussion of a member’s role referred to in paragraph (1)(b) to include a reference to the commitment of time and energy that is expected from the member. PART 4 FUNCTIONS OF INDEPENDENT REVIEW COMMITTEE 4.1 Review of matters referred by manager (1) The independent review committee must review and provide its decision under section 5.2 or under section 5.3 to the manager on a conflict of interest matter that the manager refers to the independent review committee for review. (2) The independent review committee must perform any other function required by securities legislation. (3) The independent review committee has the authority to choose whether to deliberate and decide on a matter referred to in subsections (1) and (2) in the absence of the manager, any representative of the manager and any entity related to the manager. (4) Despite subsection (3), an independent review committee must hold at least one meeting annually at which the manager, any representative of the manager or any entity related to the manager are not in attendance. 1650 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (5) The independent review committee has no power, authority or responsibility for the operation of the investment fund or the manager except as provided in this section. Commentary 1 The Instrument requires the IRC only to consider matters referred to it by the manager that involve or may be perceived to involve a conflict of interest for the manager between its own interests and its duty to manage an investment fund. Securities legislation also requires the IRC to consider other matters. For example, a change in a mutual fund’s auditor and certain reorganizations and transfers of assets between related mutual funds under Part 5 of NI 81-102 require the review and prior approval of the IRC for the manager to proceed. 2 The manager and the IRC may agree that the IRC will perform functions in addition to those prescribed by this Instrument and elsewhere in securities legislation. This Instrument does not preclude those arrangements, nor does this Instrument regulate those arrangements. 3 Subsection (3) permits the IRC to decide who, other than IRC members, may attend any IRC meeting other than the meeting referred to in subsection (4). Subsection (3) also does not preclude the IRC from receiving oral or written submissions from the manager or from holding meetings with representatives of the manager or an entity related to the manager or any other person not independent under this Instrument. The CSA believe utilizing the manager’s staff and industry experts may be important to help the members of the IRC understand matters that are beyond their specific expertise, or to help them understand different practices among investment funds. 4 The requirement that the IRC hold at least one meeting without anyone else present (including management of the investment fund) is intended to give the members of the IRC an opportunity to speak freely about any sensitive issues, including any concerns about the manager. The CSA are of the view that subsection (4) is satisfied if the IRC holds a portion of any meeting annually without the presence of the manager, any representative of the manager or any entity related to the manager. 1651 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4.2 Regular assessments (1) At least annually, the independent review committee must review and assess the adequacy and effectiveness of: (a) the manager’s written policies and procedures required under section 2.2; (b) any standing instruction it has provided to the manager under section 5.4; (c) the manager’s and the investment fund’s compliance with any conditions imposed by the independent review committee in a recommendation or approval it has provided to the manager; and (d) any subcommittee to which the independent review committee has delegated, under clause 3.11(1)(d), any of its functions. (2) At least annually, the independent review committee must review and assess: (a) the independence of its members; and (b) the compensation of its members. (3) At least annually, the independent review committee must review and assess its effectiveness as a committee, as well as the effectiveness and contribution of each of its members. (4) The review by the independent review committee required under subsection (3) must include a consideration of: (a) the independent review committee’s written charter referred to in section 3.6; (b) the competencies and knowledge each member is expected to bring to the independent review committee; (c) the level of complexity of the issues reasonably expected to be raised by members in connection with the matters under review by the independent review committee; and (d) the ability of each member to contribute the necessary time required to serve effectively on the independent review committee. Commentary 1 Section 4.2 sets out the minimum assessments the independent review committee must perform. Subject to these requirements, the IRC may establish a process for (and determine the frequency of) additional assessments as it sees fit. 2 The annual self-assessment by the IRC should improve performance by strengthening each member’s understanding of his or her role and fostering better communication and greater cohesiveness among members. 3 When evaluating individual performance, it is expected that the IRC consider factors such as the member’s attendance and participation in meetings, continuing education activities and industry knowledge. The manager may also provide IRC members with feedback which the IRC may consider. It is expected the self-assessment should focus on both substantive and procedural aspects of the IRC’s operations. When evaluating the IRC’s structure and effectiveness, the IRC should consider factors such as the following: - the frequency of meetings; 1652 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) - the substance of meeting agendas; - the policies and procedures that the manager has established to refer matters to the IRC; - the usefulness of the materials provided to the members of the IRC; - the collective experience and background of the members of the IRC; - the number of funds the IRC oversees; and - the amount and form of compensation the members receive from an individual investment fund and in aggregate from the fund family. 4 The CSA expect the members of an IRC to respond appropriately to address any weaknesses found in a self-assessment. For example, it may be necessary to improve the IRC members’ continuing education, recommend ways to improve the quality and sufficiency of the information provided to them, or recommend to the manager decreasing the number of investment funds under the IRC’s oversight. In rare circumstances, the IRC may consider removing a member of the IRC as contemplated under clause 3.10(2)(c) as a result of the self-assessment. 4.3 Reporting to the manager The independent review committee must as soon as practicable deliver to the manager a written report of the results of an assessment under subsections 4.2(1) and (2) that includes: (a) a description of each instance of a breach of any of the manager’s policies or procedures of which the independent review committee is aware, or that it has reason to believe has occurred; (b) a description of each instance of a breach of a condition imposed by the independent review committee in a recommendation or approval it has provided to the manager, of which the independent review committee is aware, or that it has reason to believe has occurred; and (c) recommendations for any changes the independent review committee considers should be made to the manager’s policies and procedures. 4.4 Reporting to securityholders (1) An independent review committee must prepare, for each financial year of the investment fund and no later than the date the investment fund files its annual financial statements, a report to securityholders of the investment fund that describes the independent review committee and its activities for the financial year and includes: (a) the name of each member of the independent review committee at the date of the report, with: (i) the member’s length of service on the independent review committee; 1653 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (ii) the name of any other fund family on whose independent review committee the member serves; and (iii) if applicable, a description of any relationship that may cause a reasonable person to question the member’s independence and the basis upon which the independent review committee determined that the member is independent; (b) the percentage of securities of each class or series of voting or equity securities beneficially owned, directly or indirectly, in aggregate, by all the members of the independent review committee of the investment fund: (i) in the investment fund if the aggregate level of ownership exceeds 10%; (ii) in the manager; or (iii) in any person or company that provides services to the investment fund or the manager; (c) the identity of the Chair of the independent review committee; (d) any changes in the composition or membership of the independent review committee during the period; (e) the aggregate compensation paid to the independent review committee and any indemnities paid to members of the independent review committee by the investment fund during the period; (f) a description of the process and criteria used by the independent review committee to determine the appropriate level of compensation of its members and any instance when, in setting the compensation and expenses of its members, the independent review committee did not follow the recommendation of the manager, including: (i) a summary of the manager’s recommendation; and (ii) the independent review committee’s reasons for not following the recommendation; (g) if known, a description of each instance when the manager acted in a conflict of interest matter referred to the independent review committee for which the independent review committee did not give a positive recommendation, including: (i) a summary of the recommendation; and (ii) if known, the manager’s reasons for proceeding without following the recommendation of the independent review committee and the result of proceeding; 1654 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (h) if known, a description of each instance when the manager acted in a conflict of interest matter but did not meet a condition imposed by the independent review committee in its recommendation or approval, including: (i) the nature of the condition; (ii) if known, the manager’s reasons for not meeting the condition; and (iii) whether the independent review committee is of the view that the manager has taken, or proposes to take, appropriate action to deal with the matter; (i) a brief summary of any recommendations and approvals the manager relied upon during the period; (j) in the appendix, the report prepared by the manager under section 2.5. (2) The report required under subsection (1) must, as soon as practicable: (a) be sent by the investment fund, without charge, to a securityholder of the investment fund, upon the securityholder’s request; (b) be made available and prominently displayed by the manager on the investment fund’s designated website; (c) be filed by the investment fund with the securities regulatory authority or regulator; and (d) be delivered by the independent review committee to the manager. Commentary 1 The report to be filed with the securities regulatory authorities should be filed on the SEDAR group profile number of the investment fund as a continuous disclosure document. The CSA expect that the investment fund will pay any reasonable costs associated with the filing of the report. 2 It is expected the report will be displayed in an easily visible location on the home page of the investment fund’s designated website. The CSA expect the report to remain on the designated website at least until the posting of the next report. 3 The disclosure required in subclause (1)(a)(iii) is expected to be provided only in instances where a member could reasonably be perceived to not be ‘independent’ under this Instrument.

4.5 Reporting to securities regulatory authorities (1) If the independent review committee is aware of an instance where the manager acted in a conflict of interest matter under subsection 5.2(1) but did not comply with a condition or conditions imposed by securities legislation or the independent review committee in its approval, the independent review committee must, as soon as practicable, notify in writing the securities regulatory authority or regulator. (2) The notification referred to in subsection (1) is satisfied if it is made to the investment fund’s principal regulator. 1655 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Commentary 1 Subsection (1) captures a breach of a condition imposed for an otherwise prohibited or restricted transaction described in subsection 5.2(1), for which the manager has acted under Part 6 of this Instrument or under Part 4 of NI 81-102. This includes a breach of a condition imposed by the IRC as part of its approval (including a standing instruction), or, for example, any conditions imposed for inter- fund trading under section 6.1 of this Instrument or section 4.3 of NI 81-102, for transactions in securities of related issuers under section 6.2 of this Instrument, and for purchases of securities underwritten by related underwriters under section 4.1 of NI 81-102. The CSA consider that a breach of a condition imposed by securities legislation (including this Instrument) or by the IRC in a transaction described in subsection 5.2(1) will result in the transaction having been made in contravention of securities legislation. In such instances, the securities regulatory authorities may consider taking various actions, including requiring the manager to unwind the transaction and pay any costs associated with doing so. 2 The CSA expect that the IRC will include in its notification the steps the manager proposes to take, or has taken, to remedy the breach, if known. 3 Notification under this section is not intended to be a mechanism to resolve disputes between an IRC and a manager, or to raise inconsequential matters with the securities regulatory authorities. 4 The CSA do not view this section or this Instrument as preventing the manager from communicating with the securities regulatory authorities with respect to any matter. 4.6 Independent review committee to maintain records An independent review committee must maintain records, including: (a) a copy of its current written charter; (b) minutes of its meetings; (c) copies of any materials and written reports provided to it; (d) copies of materials and written reports prepared by it; and (e) the decisions it makes. Commentary 1 Section 4.6 sets out the minimum requirements regarding the record keeping by an IRC. The CSA expect IRCs to keep records in accordance with existing best practices. 2 The IRC is expected under clause (b) to keep minutes only of any material discussions it has at meetings with the manager or internally on matters subject to its review. The CSA do not view this section or this Instrument as preventing the IRC and manager from sharing record keeping and maintaining joint records of IRC and manager meetings. 3 The CSA expect the IRC to keep records of any actions it takes in respect of a matter referred to it, in particular any transaction otherwise prohibited or restricted by securities legislation, as described in subsection 5.2(1), for which the manager has sought the approval of the IRC. 1656 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 5 CONFLICT OF INTEREST MATTERS 5.1 Manager to refer conflict of interest matters to independent review committee (1) Subject to section 5.4, when a conflict of interest matter arises, and before taking any action in the matter, the manager must: (a) determine what action it proposes to take in respect of the matter, having regard to: (i) its duties under securities legislation; and (ii) its written policies and procedures on the matter; and (b) refer the matter, along with its proposed action, to the independent review committee for its review and decision. (2) If a manager must hold a meeting of securityholders to obtain securityholder approval before taking an action in a conflict of interest matter, the manager must include a summary of the independent review committee’s decision under subsection (1) in the notice of the meeting. Commentary 1 Section 5.1 recognizes that a manager may not be able to objectively determine whether it is acting in the best interests of the investment fund when it has a conflict of interest. This section requires managers to refer all conflict of interest matters – not just those subject to prohibitions or restrictions under securities legislation - to the IRC so that an independent perspective can be brought to bear on the manager’s proposed action. A decision tree for different types of conflict of interest matters is set out in Appendix A to the Commentary. While the CSA expect the IRC to bring a high degree of rigour and sceptical objectivity to its review of conflict of interest matters, the CSA do not consider it the role of the IRC to second-guess the investment or business decisions of a manager or an entity related to the manager. 2 Section 5.1 sets out how the manager must proceed when faced with a conflict of interest matter. Referring proposed actions involving conflict of interest matters to the IRC for its review is not considered by the CSA to detract from the manager’s obligations to the investment fund under securities legislation to make decisions in the best interests of the fund. Subclause (a)(i) is intended to reinforce this obligation. 3 In referring a matter to the IRC, a manager is expected to inform the IRC whether its proposed action follows its written policies and procedures on the matter under section 2.2. If an unanticipated conflict of interest matter arises for which the manager does not have an existing written policy and procedure, the CSA expect the manager to bring the matter and its proposed action to the IRC for its review and input at the time the matter is referred to the IRC. 1657 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4 There may be matters that are subject to a securityholder vote that also involve a “conflict of interest matter” under this Instrument. For example, increases in the charges of the manager to the mutual fund will be a conflict of interest matter as well as a matter subject to a securityholder vote under Part 5 of National Instrument 81-102 Investment Funds. For these matters, subsection (2) requires a manager to refer the matter first to the IRC before seeking the approval of securityholders, and to include a summary of the IRC’s decision in the written notice to securityholders. 5 The CSA do not consider the expenses incurred by existing investment funds in establishing an IRC under this Instrument to be caught in section 5.1 of NI 81-107 We do not view section 5.1 as intending to capture the costs associated with compliance by an investment fund with new regulatory requirements. 5.2 Matters requiring independent review committee approval (1) A manager may not proceed with a proposed action under section 5.1 without the approval of the independent review committee if the action is: (a) an inter-fund trade as described in subsection 6.1(2) of this Instrument or a transaction as described in subsection 4.2(1) of National Instrument 81-102 Investment Funds; (b) a transaction in securities of an issuer described in any of the following: (i) subsection 6.2(1); (ii) subsection 6.3(1); (iii) subsection 6.4(1); (iv) subsection 6.5(1); (c) an investment in a class of securities of an issuer underwritten by an entity related to the manager as described in subsection 4.1(1) of National Instrument 81-102 Investment Funds; or (d) a transaction in which an investment fund intends to borrow cash from a person or company that is an associate or affiliate of the investment fund manager. (2) An independent review committee must not approve an action unless it has determined, after reasonable inquiry, that the action: (a) is proposed by the manager free from any influence by an entity related to the manager and without taking into account any consideration relevant to an entity related to the manager; (b) represents the business judgment of the manager uninfluenced by considerations other than the best interests of the investment fund; (c) is in compliance with the manager’s written policies and procedures relating to the action; and (d) achieves a fair and reasonable result for the investment fund. 1658 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Commentary 1 For the transactions described in subsection (1), provided the manager receives the IRC’s approval under this section, and satisfies the additional conditions imposed under the applicable sections of Part 6 of this Instrument or Part 2 and Part 4 of NI 81-102, the manager will be permitted to proceed with the action without obtaining regulatory exemptive relief. The IRC may give its approval for certain actions or categories of actions in the form of a standing instruction as described in section 5.4. If no standing instruction is in effect, the manager is required to seek the IRC’s approval prior to proceeding with any action set out in subsection (1). An IRC may consider as guidance any conditions in prior exemptive relief orders, waivers or approvals obtained from the securities regulatory authorities when contemplating the appropriate terms and conditions in its approval. 2 If the IRC does not approve a proposed action described in subsection (1), the manager is not permitted to proceed without obtaining exemptive relief from the securities regulatory authorities. The CSA consider it in the best interests of the investment fund, and ultimately investors, for the IRC to be able to stop any proposed action which does not meet the test in subsection (2). 3 The CSA would usually expect that, before the IRC approves a proposed action described in subsection (1), it will have requested from the manager or others a report or certification to assist in its determination that the test in subsection (2) has been met. 4 The CSA expect that the manager will discuss with the IRC any instance where the IRC does not approve a proposed action, so that an alternative action satisfactory to both the manager and the IRC can be found, if possible. 5 The CSA consider that the ability of the manager to seek the removal of a member or members of the IRC under clause 3.10(2)(d) sufficiently addresses any concern that a manager may have about an IRC’s ongoing refusal to approve matters. 5.3 Matters subject to independent review committee recommendation (1) Before a manager may proceed with a proposed action under section 5.1 other than those set out in subsection 5.2(1): (a) the independent review committee must provide a recommendation to the manager as to whether, in the committee’s opinion after reasonable inquiry, the proposed action achieves a fair and reasonable result for the investment fund; and (b) the manager must consider the recommendation of the independent review committee. (2) If the manager decides to proceed with an action in a conflict of interest matter that, in the opinion of the independent review committee after reasonable inquiry, does not achieve a fair and reasonable result for the investment fund under clause (1)(a), the manager must notify in writing the independent review committee before proceeding with the proposed action. (3) Upon receiving the notification described in subsection (2), the independent review committee may require the manager to notify securityholders of the investment fund of the manager’s decision. 1659 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (4) A notification to securityholders under subsection (3) must: (a) sufficiently describe the proposed action of the manager, the recommendation of the independent review committee and the manager’s reasons for proceeding; (b) state the date of the proposed implementation of the action; and (c) be sent by the manager to each securityholder of the investment fund at least 30 days before the effective date of the proposed action. (5) The investment fund must, as soon as practicable, file the notification referred to in subsection (4) with the securities regulatory authority or regulator upon the notice being sent to securityholders. Commentary 1 This section captures all conflict of interest matters a manager encounters other than those listed in subsection 5.2(1). This includes conflict of interest matters prohibited or restricted by securities legislation not specified in subsection 5.2(1), and a manager’s business and commercial decisions made on behalf of the investment fund that may be motivated, or be perceived to be motivated, by the manager’s own interests rather than the best interests of the investment fund. Examples include: - increasing charges to the investment fund for costs incurred by the manager in operating the fund; - correcting material errors made by the manager in administering the investment fund; - negotiating soft dollar arrangements with dealers with whom the manager places portfolio transactions for the investment fund; and - choosing to bring services in-house over using third-party service providers. The CSA expect that, in seeking guidance in identifying conflict of interest matters caught by this Instrument, among the factors the manager will look to for guidance to identify conflict of interest matters will be industry best practices. However, the CSA also acknowledge that each manager will need to consider the nature of its investment fund operations in determining a conflict of interest matter. 2 The CSA expect the IRC’s recommendation to state a positive or negative response as to whether they view the proposed action as achieving a fair and reasonable result for the investment fund. 3 For a proposed action in a conflict of interest matter under this section that is prohibited or restricted by securities legislation (but not specified in subsection 5.2(1)), a manager will still need to seek exemptive relief from the securities regulatory authorities. 4 Subsection (2) recognizes that, in exceptional circumstances, the manager may decide to proceed with a proposed course of action despite a negative recommendation from the IRC. In such instances, subsection (2) requires the manager to notify the IRC before proceeding with the action. If the IRC determines that the proposed action is sufficiently important to warrant notice to securityholders in the investment fund, the IRC has the authority to require the manager to give such notification before proceeding with the action. 1660 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) The CSA anticipate that the situation of a manager proceeding with a conflict of interest matter, despite a negative recommendation by the IRC, will occur infrequently. 5 The notification referred to in subsection (5) should be filed on the SEDAR group profile number of the investment fund as a continuous disclosure document. 5.4 Standing instructions by the independent review committee (1) Despite section 5.1, the manager is not required to refer a conflict of interest matter nor its proposed action to the independent review committee if the manager complies with the terms of a standing instruction that is in effect. (2) For any action for which the independent review committee has provided a standing instruction, at the time of the independent review committee’s regular assessment described in subsection 4.2(1): (a) the manager must provide a written report to the independent review committee describing each instance that it acted in reliance on a standing instruction; and (b) the independent review committee must: (i) review and assess the adequacy and effectiveness of the manager’s written policies and procedures on the matter or on that type of matter with respect to all actions permitted by each standing instruction; (ii) review and assess the manager’s and investment fund’s compliance with any conditions imposed by it in each standing instruction; (iii) reaffirm or amend each standing instruction; (iv) establish new standing instructions, if necessary; and (v) advise the manager in writing of all changes to the standing instructions. (3) A manager may continue to rely on a standing instruction under subsection (1) until such time as the independent review committee notifies the manager that the standing instruction has been amended or is no longer in effect. Commentary 1 Section 5.4 recognizes that there are certain actions or categories of actions of the manager for which it may be appropriate for the IRC to choose to provide a standing instruction. For example, this may include a manager’s ongoing voting of proxies on securities held by the investment fund when the manager has a business relationship with the issuer of the securities, or, a manager’s decision to engage in inter-fund trading. 2 The CSA expect that, before providing or continuing a standing instruction to the manager for an action or category of actions, the IRC will have: - reviewed the manager’s written policies and procedures with respect to the action or category of actions; - requested from the manager or other persons a report or certification to assist in deciding whether to give its approval or recommendation for the action or category of actions under subsection 5.2(1) or 5.3(1), as the case may be; 1661 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 - considered whether a standing instruction for the particular action or category of actions is appropriate for the investment fund; and - established very clear terms and conditions surrounding the standing instruction for the action or category of actions. An IRC may consider including in any standing instruction any terms or conditions in prior exemptive relief orders, waivers or approvals obtained from the securities regulatory authorities. 3 As part of the IRC’s review under subclause (2)(b)(ii), the IRC is expected to be mindful of its reporting obligation under section 4.5 of this Instrument, which includes notifying the securities regulatory authorities of any instance where the manager, in proceeding with an action, did not meet a condition imposed by the IRC in its approval (this includes a standing instruction). 4 This section is intended to improve the flexibility and timeliness of the manager’s decisions concerning a proposed course of action in a conflict of interest matter. PART 6 EXEMPTED TRANSACTIONS 6.1 Inter-fund trades (1) In this section: (a) “current market price of the security” means: (i) if the security is an exchange-traded security or a foreign exchange- traded security: (A) the closing sale price on the day of the transaction as reported on the exchange upon which the security is listed or the quotation trade reporting system upon which the security is quoted; (B) if there are no reported transactions for the day of the transaction, the average of the highest current bid and lowest current ask for the security as displayed on the exchange upon which the security is listed or the quotation trade reporting system upon which the security is quoted; or (C) if the closing sale price on the day of the transaction is outside of the closing bid and closing ask, the average of the highest current bid and lowest current ask for the security as displayed on the exchange upon which the security is listed or the quotation trade reporting system upon which the security is quoted, or (D) the last sale price as defined under the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada, as amended from time to time; or (ii) for all other securities, the average of the highest current bid and lowest current ask determined on the basis of reasonable inquiry; (a.1) “managed account” means an account, or an investment portfolio, that is managed by a portfolio manager or portfolio adviser on behalf of a client under an investment management agreement but does not include (i) an account of a “responsible person” as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations, or (ii) an account of an investment fund; and 1662 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) “market integrity requirements” means: (i) if the security is an exchange-traded security, the purchase or sale: (A) is printed on a marketplace that executes trades of the security; and (B) complies with the market conduct and display requirements of the marketplace, its regulation services provider and securities regulatory authorities; (ii) if the security is a foreign exchange-traded security, the purchase or sale complies with the requirements that govern transparency and trading of foreign exchange-traded securities on the foreign exchange or foreign quotation and trade reporting system; or (iii) for all other securities, the purchase or sale is through a dealer, if the purchase or sale is required to be reported by a registered dealer under applicable securities legislation. (2) A portfolio manager of a managed account or a portfolio manager of an investment fund, including, for greater certainty, an investment fund that is not a reporting issuer, may purchase a security of an issuer from, or sell a security of an issuer to, another investment fund, including, for greater certainty, an investment fund that is not a reporting issuer, managed by the same manager or an affiliate of the manager, if, at the time of the transaction, (a) the portfolio manager, on behalf of the investment fund or managed account, is purchasing from or selling to another investment fund that is a reporting issuer or, if the investment fund is not a reporting issuer, the manager has appointed an independent review committee that complies with sections 3.7 and 3.9 for the purpose of approving the transaction, (b) the independent review committee has approved the transaction under subsection 5.2(2), (c) the investment management agreement for the managed account authorizes the purchase or sale of the security, (d) the bid and ask price of the security is readily available, (e) the investment fund receives no consideration and the only cost for the transaction is the nominal cost incurred by the investment fund to print or otherwise display the trade, (f) the transaction is executed at the current market price of the security, and (g) the transaction is subject to market integrity requirements. (2.1) An investment fund, or a portfolio manager on behalf of a managed account, referred to in subsection (2), must keep records in accordance with the record-keeping requirements applicable to registered firms set out in sections 11.5 and 11.6 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. 1663 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) With respect to a purchase or sale of a security referred to in subsection (2), National Instrument 21-101 Marketplace Operation, and Parts 6 and 8 of National Instrument 23-101 Trading Rules, do not apply to any of the following: (a) a portfolio manager or portfolio adviser of an investment fund, including for greater certainty, an investment fund that is not a reporting issuer; (b) a portfolio manager or portfolio adviser of a managed account; (c) an investment fund, including for greater certainty, an investment fund that is not a reporting issuer; (d) a managed account. (4) With respect to a purchase or sale of a security referred to in subsection (2), the inter-fund self-dealing investment prohibitions do not apply to any of the following: (a) a portfolio manager or portfolio adviser of an investment fund, including for greater certainty, an investment fund that is not a reporting issuer; (b) a portfolio manager or portfolio adviser of a managed account; (c) an investment fund, including for greater certainty, an investment fund that is not a reporting issuer; (d) a managed account. (5) With respect to a purchase or sale of a security referred to in subsection (2), the dealer registration requirement does not apply to a portfolio manager or portfolio adviser of an investment fund, including, for greater certainty, an investment fund that is not a reporting issuer. (6) In subsection (5), “dealer registration requirement” has the meaning ascribed to that term in National Instrument 14-101 Definitions. Commentary 1 The term ‘inter-fund self-dealing investment prohibitions’ is defined in section 1.5 of this Instrument. It is intended to capture the prohibitions in the securities legislation and certain regulations of each securities regulatory authority regarding inter-fund trades. 2 This section is intended to exempt investment funds, including investment funds that are not reporting issuers and managed accounts, from the prohibitions in the securities legislation and certain regulations that preclude inter-fund trades. It is not intended to apply to securities issued by an investment fund that are purchased by another fund within the same fund family. The CSA are of the view that this section applies to inter-fund trades between fund families of the same manager provided the purchase or sale is made in accordance with subsection (2). Funds that are not reporting issuers must appoint an IRC for the purpose of approving inter-fund trades in order to be eligible to rely upon the exemption. At a minimum, the IRC for the funds that are not reporting issuers must comply with sections 3.7 and 3.9 of the Instrument. It is up to the IRC and the manager to tailor the IRC’s responsibilities for investment funds that are not reporting issuers beyond that. The portfolio manager or portfolio adviser of a managed account must obtain the authorization of its client to conduct inter-fund trades in the investment management agreement in order to be eligible to rely upon the exemption. 1664 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3 This section is also intended to provide a portfolio manager with a dealer registration exemption, where necessary, for inter-fund trades made in accordance with this section, but will not apply to any other activities of the portfolio manager. The exemption is based on compliance with this Instrument and the limitation of its application to prospectus-qualified investment funds. The CSA note that the Registration Reform project may re-examine this exemption. 4 This section sets out the minimum conditions for inter-fund trades to proceed without regulatory exemptive relief. An IRC may consider including in any approval any terms or conditions in prior exemptive relief orders, waivers or approvals obtained from the securities regulatory authorities. 5 This section does not specify the policies and procedures that a manager must have to effect inter-fund trades. However, the CSA expect the manager’s policies to include factors or criteria for: - allocating securities purchased for or sold by two or more investment funds managed by the manager; and - ensuring that the terms of purchase or sale will be no less beneficial to the investment fund than those generally available to other market participants in arm’s-length transactions. 6 The CSA expect that the IRC may give its approval in the form of a standing instruction under section 5.4, to give the manager greater flexibility to take advantage of perceived market opportunity. 7 Clause (2)(d) requires that the market quotations for the transactions be transparent. The CSA expect that if the price information is publicly available from a marketplace, newspaper or through a data vendor, for example, this will be the price. If the price is not publicly available, the CSA expect the investment fund to obtain at least one quote from an independent, arm’s-length purchaser or seller, immediately before the purchase or sale. 8 The CSA consider the requirement in clause (2)(g) to be a way to facilitate price discovery and integrity. The CSA believe this is essential to well-functioning and efficient capital markets. Subclause (1)(b)(iii) is intended to capture, for corporate debt securities, the requirement, if applicable, to report the trade to CanPx, and for illiquid securities, the requirement, if applicable, to report the trade to the Canadian Unlisted Board (CUB). 9 Subsection 2.1 sets expectations regarding the records of the investment fund must keep of its inter-fund trades made in reliance on this section. These records should comply with the recordkeeping requirements applicable to registered firms as set out in sections 11.5 and 11.6 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. 6.2 Transactions in securities of related issuers (1) An investment fund, including for greater certainty, an investment fund that is not a reporting issuer, may make or hold an investment in the security of an issuer related to it, to its manager or to an entity related to its manager, if, (a) at the time the investment is made, (i) in the case of an investment made by an investment fund that is not a reporting issuer, (A) the manager of the investment fund has appointed an independent review committee that complies with sections 3.7 and 3.9 for the purpose of approving the investment, and 1665 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (B) the independent review committee has approved the investment in compliance with subsection 5.2(2), and (ii) in the case of an investment made by an investment fund that is a reporting issuer, the investment fund’s independent review committee has approved the investment in compliance with subsection 5.2(2), and (b) the purchase is made on an exchange on which the securities of the issuer are listed and traded. (2) After an investment referred to in subsection (1) is made, and no later than the time the investment fund files its annual financial statements, the manager of the investment fund must file the particulars of the investment with the securities regulatory authority or regulator in a report prepared in accordance with Form 81-107A Conflict Reporting Form for Related Issuer Purchases. (3) The investment fund conflict of interest investment restrictions do not apply to an investment fund, including, for greater certainty, an investment fund that is not a reporting issuer, with respect to an investment fund referred to in subsection (1) if the investment is made in accordance with that subsection. (4) For the purpose of subsection (3), ‘investment fund conflict of interest investment restrictions’ has the meaning ascribed to that term in National Instrument 81-102 Investment Funds. (5) The investment fund conflict of interest reporting requirements do not apply to an investment fund that files a report under subsection (2). (6) For the purpose of subsection (5), “investment fund conflict of interest reporting requirements” has the meaning ascribed to that term in National Instrument 81-102 Investment Funds. Commentary 1 This section is intended to relieve investment funds in Québec, and investment funds elsewhere in Canada, including investment funds that are not reporting issuers, from the prohibitions in the securities legislation of each securities regulatory authority that preclude investments in securities of related issuers. 2 This section sets out the minimum conditions for purchases to proceed without regulatory exemptive relief. An IRC may consider including in any approval any terms or conditions in prior exemptive relief orders, waivers or approvals obtained from the securities regulatory authorities. The CSA expect that the IRC may give its approval in the form of a standing instruction as described in section 5.4 to allow the manager greater flexibility in its decisions. Funds that are not reporting issuers must appoint an IRC for the purpose of approving inter-fund trades in order to be eligible to rely upon the exemption. At a minimum, the IRC for the funds that are not reporting issuers must comply with sections 3.7 and 3.9 of the Instrument. It is up to the IRC and the manager to tailor the IRC’s responsibilities for investment funds that are not reporting issuers beyond that. 1666 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3 This section contemplates that the manager will comply with the applicable reporting requirements under securities legislation for each purchase. The filing referred to in clause (1)(b) should be filed on the SEDAR group profile number of the investment fund, as a continuous disclosure document. 4 If an IRC gives its approval for the investment fund to purchase securities of an issuer described in this section, and then subsequently withdraws its approval for additional purchases, the CSA will not consider the continued holding of the securities to be subject to clause 1.2(b) of the Instrument. However, we will expect the manager to consider whether continuing to hold those securities is a conflict of interest matter that clause 1.2(a) of the Instrument would require the manager to refer to the IRC. 6.3 Transactions in securities of related issuers – Secondary market non-exchange traded debt securities (1) An investment fund, including, for greater certainty, an investment fund that is not a reporting issuer, may make an investment in the secondary market in a non-exchange traded debt security of an issuer related to it, to its manager or to an entity related to the manager, and continue to hold the debt security, if the conditions set out in subsection (2) are satisfied. (2) For the purposes of subsection (1), an investment fund may make an investment in a debt security referred to in subsection (1) if, (a) at the time the investment is made, (i) in the case of an investment made by an investment fund that is not a reporting issuer, (A) the manager of the investment fund has appointed an independent review committee that complies with sections 3.7 and 3.9 for the purpose of approving the investment, and (B) the independent review committee has approved the investment in compliance with subsection 5.2(2), and (ii) in the case of an investment made by an investment fund that is a reporting issuer, the investment fund’s independent review committee has approved the investment in compliance with subsection 5.2(2), (b) at the time the investment is made, the debt security has a designated rating as defined in paragraph (b) of the definition of ‘designated rating’ in National Instrument 44-101 Short Form Prospectus Distributions, (c) in the case of an investment made on a marketplace, the price paid for the debt security is not more than the price for the debt security determined in accordance with the requirements of that marketplace, (d) in the case of an investment that is not made on a marketplace, the price paid for the debt security is not more than (i) the price at which an arm’s length seller is willing to sell the debt security, (ii) the price quoted publicly, immediately before the investment is made, by an independent marketplace, or (iii) the price quoted, immediately before the investment is made, by an arm’s length purchaser or seller of the debt security, and 1667 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (e) the investment is subject to the applicable ‘market integrity requirements’ as defined in section 6.1, if any. (3) After an investment referred to in subsection (2) is made, and no later than the time the investment fund files its annual financial statements, the manager of the investment fund must file the particulars of the investment with the securities regulatory authority or regulator in a report prepared in accordance with Form 81-107A Conflict Reporting Form for Related Issuer Purchases. (4) The investment fund conflict of interest investment restrictions do not apply to an investment fund, including, for greater certainty, an investment fund that is not a reporting issuer, with respect to an investment referred to in subsection (2) if the investment is made in accordance with that subsection. (5) For the purpose of subsection (4), ‘investment fund conflict of interest investment restrictions’ has the meaning ascribed to that term in National Instrument 81-102 Investment Funds.0 (6) The investment fund conflict of interest reporting requirements do not apply to an investment fund that prepares and files a report referred to in subsection (3). (7) For the purpose of subsection (6), “investment fund conflict of interest reporting requirements” has the meaning ascribed to that term in National Instrument 81-102 Investment Funds. Commentary 1. This section is intended to relieve investment funds, including investment funds that are not reporting issuers, from the prohibitions in the securities legislation of each securities regulatory authority that preclude investments in debt securities of related issuers that do not trade on an exchange. Because these securities do not trade on an exchange, paragraphs (2)(c) and (2)(d) impose alternative criteria to help ensure the investments occur at a fair and objective price. 2. This section sets out the minimum conditions for purchases to proceed without regulatory exemptive relief. An IRC may consider including in any approval any terms or conditions in prior exemptive relief orders, waivers or approvals obtained from the securities regulatory authorities. The CSA expect that the IRC may give its approval in the form of a standing instruction as described in section 5.4 to allow the manager greater flexibility in its decisions. Funds that are not reporting issuers must appoint an IRC for the purpose of approving inter-fund trades in order to be eligible to rely upon the exemption. At a minimum, for the funds that are not reporting issuers, the IRC must comply with sections 3.7 and 3.9 of the Instrument. It is up to the IRC and the manager to tailor the IRC’s responsibilities for investment funds that are not reporting issuers beyond that. 3. The designated rating referred to in this section is the ‘designated rating’ as defined in paragraph (b) of its definition in National Instrument 44-101 Short Form Prospectus Distributions. Fund managers should note that the definition of designated rating in paragraph (b) of National Instrument 44-101 Short Form Prospectus Distributions also identifies the specific Designated Rating Organizations that are contemplated for the purpose of determining the designated rating. 1668 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 4. This section contemplates that the manager will comply with the applicable reporting requirements under securities legislation for each purchase. The filing referred to in subsection (3) should be filed on the SEDAR group profile number of the investment fund, as a continuous disclosure document. 5. If an IRC gives its approval for the investment fund to purchase securities of an issuer described in this section, and then subsequently withdraws its approval for additional purchases, the CSA will not consider the continued holding of the securities to be subject to paragraph 1.2(b) of the Instrument. However, we will expect the manager to consider whether continuing to hold those securities is a conflict of interest matter that paragraph 1.2(a) of the Instrument would require the manager to refer to the IRC. 6.4 Transactions in securities of related issuers – Primary market distributions of long-term debt securities (1) An investment fund, including, for greater certainty, an investment fund that is not a reporting issuer, may make an investment in a long-term debt security of an issuer related to it, to its manager or to an entity related to the manager, if the investment is made under a distribution of the long-term debt security of that issuer, and continue to hold the debt security, if, (a) at the time the investment is made, (i) in the case of an investment made by an investment fund that is not a reporting issuer, (A) the manager of the investment fund has appointed an independent review committee that complies with sections 3.7 and 3.9 for the purpose of approving the investment, and (B) the independent review committee has approved the investment in compliance with subsection 5.2(2), and (ii) in the case of an investment made by an investment fund that is a reporting issuer, the investment fund’s independent review committee has approved the investment in compliance with subsection 5.2(2), (iii) the debt security has a term to maturity greater than 365 days, (iv) the debt security is not asset-backed commercial paper, (v) the debt security has a designated rating as defined in paragraph (b) of the definition of ‘designated rating’ in National Instrument 44-101 Short Form Prospectus Distributions, (vi) the distribution is for at least $100 million, and (vii) at least two purchasers that are arm’s length purchasers, including, for greater certainty, ‘independent underwriters’ within the meaning of National Instrument 33-105 Underwriting Conflicts, have collectively purchased at least 20% of the distribution, (b) the price paid for the long-term debt security is not higher than the lowest price paid by any arm’s length purchaser that participates in the distribution, and 1669 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) immediately after the investment is made, (i) the investment fund holds no more than 5% of its net assets in long-term debt securities of the issuer, and (ii) the investment fund, together with other investment funds managed by the manager, hold no more than 20% of the long-term debt securities issued in the distribution. (2) After an investment referred to in subsection (1) is made, and no later than the time the investment fund files its annual financial statements, the manager of the investment fund must file the particulars of the investment with the securities regulatory authority or regulator in a report prepared in accordance with Form 81-107A Conflict Reporting Form for Related Issuer Purchases. (3) The investment fund conflict of interest investment restrictions do not apply to an investment fund, including, for greater certainty, an investment fund that is not a reporting issuer, with respect to an investment referred to in subsection (2) if the investment is made in accordance with that subsection. (4) For the purpose of subsection (3), ‘investment fund conflict of interest investment restrictions’ has the meaning ascribed to that term in National Instrument 81-102 Investment Funds. (5) The investment fund conflict of interest reporting requirements do not apply to an investment fund that prepares and files the report referred to in subsection (2). (6) For the purpose of subsection (5), “investment fund conflict of interest reporting requirements” has the meaning ascribed to that term in National Instrument 81-102 Investment Funds. Commentary 1. This section is intended to relieve investment funds, including investment funds that are not reporting issuers, from the prohibitions in the securities legislation of each securities regulatory authority that preclude investments in debt securities of related issuers under primary treasury offerings or distributions by those issuers. The additional conditions in this section to IRC approval are designed to mitigate the risk of the related issuer using the investment funds as captive financing vehicles and impose alternative criteria to help ensure the investments occur at a fair and objective price. 2. This section sets out the minimum conditions for purchases to proceed without regulatory exemptive relief. An IRC may consider including in any approval any terms or conditions in prior exemptive relief orders, waivers or approvals obtained from the securities regulatory authorities. The CSA expect that the IRC may give its approval in the form of a standing instruction as described in section 5.4 to allow the manager greater flexibility in its decisions. Funds that are not reporting issuers must appoint an IRC for the purpose of approving inter-fund trades in order to be eligible to rely upon the exemption. At a minimum, for the funds that are not reporting issuers, the IRC must comply with sections 3.7 and 3.9 of the Instrument. It is up to the IRC and the manager to tailor the IRC’s responsibilities for investment funds that are not reporting issuers beyond that. 1670 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3. The designated rating referred to in this section is the ‘designated rating’ as defined in paragraph (b) of its definition in National Instrument 44-101 Short Form Prospectus Distributions. Fund managers should note that the definition of designated rating in paragraph (b) of National Instrument 44-101 Short Form Prospectus Distributions also identifies the specific Designated Rating Organizations that are contemplated for the purpose of determining the designated rating. 4. This section contemplates that the manager will comply with the applicable reporting requirements under securities legislation for each purchase. The filing referred to in subsection 6.4(2) should be filed on the SEDAR group profile number of the investment fund, as a continuous disclosure document. 5. If an IRC gives its approval for the investment fund to purchase securities of an issuer described in this section, and then subsequently withdraws its approval for additional purchases, the CSA will not consider the continued holding of the securities to be subject to paragraph 1.2(b) of the Instrument. However, we will expect the manager to consider whether continuing to hold those securities is a conflict of interest matter that paragraph 1.2(a) of the Instrument would require the manager to refer to the IRC. 6.5 Transactions in debt securities with a related dealer – principal trades in debt securities (1) A portfolio manager or portfolio adviser, acting on behalf of an investment fund, including, for greater certainty, an investment fund that is not a reporting issuer, or acting on behalf of a managed account as defined in section 6.1, may cause the investment fund or managed account to purchase a debt security of any issuer from, or sell a debt security of any issuer to, a dealer related to the portfolio manager, acting for its own account, if, at the time of the transaction, (a) in the case of an investment fund that is not a reporting issuer, (i) the manager of the investment fund has appointed an independent review committee that complies with sections 3.7 and 3.9 for the purpose of approving the transaction, and (ii) the independent review committee has approved the transaction in compliance with subsection 5.2(2), (b) in the case of an investment fund that is a reporting issuer, the investment fund’s independent review committee has approved the transaction in compliance with subsection 5.2(2), (c) the investment management agreement for the managed account authorizes the purchase or sale of the debt security, (d) the bid and ask price of the security transacted is readily available, (e) the purchase is not executed at a price that is higher than the available ask price or the sale is not executed at a price that is lower than the available bid price, and (f) the purchase or sale is subject to the applicable market integrity requirements as defined in section 6.1.

1671 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) An investment fund, or a portfolio manager on behalf of a managed account referred to in subsection (1), must keep records in accordance with the record-keeping requirements applicable to registered firms set out in sections 11.5 and 11.6 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. (3) With respect to a purchase or sale of a security referred to in subsection (1), the inter-fund self-dealing investment prohibitions do not apply to any of the following: (a) a portfolio manager or portfolio adviser of an investment fund, including for greater certainty, an investment fund that is not a reporting issuer; (b) a portfolio manager or portfolio adviser of a managed account; (c) an investment fund, including for greater certainty, an investment fund that is not a reporting issuer; (d) a managed account. Commentary 1. The term ‘inter-fund self-dealing investment prohibitions’ is defined in section 1.5 of this Instrument. For the purposes of this section, it is intended to capture the prohibitions in the securities legislation and certain regulations of each securities regulatory authority regarding trades in securities between an investment fund or a managed account and a related dealer acting as principal for its own account. This section is intended to relieve investment funds, including managed accounts and investment funds that are not reporting issuers, from the inter-fund self-dealing prohibitions in connection with principal trades in debt securities. Because debt securities do not generally trade on an exchange, the additional conditions in this section to IRC approval impose alternative criteria to help ensure the investments occur at a fair and objective price. Paragraph 1(d) requires that the market quotations for the transactions be transparent. The CSA expect that if the price information is publicly available from a marketplace, newspaper or through a data vendor, for example, this will be the price. If the price is not publicly available, the CSA expect the investment fund to obtain at least one quote from an independent, arm’s-length purchaser or seller, immediately before the purchase or sale. 2. This section sets out the minimum conditions for purchases to proceed without regulatory exemptive relief. An IRC may consider including in any approval any terms or conditions in prior exemptive relief orders, waivers or approvals obtained from the securities regulatory authorities. The CSA expect that the IRC may give its approval in the form of a standing instruction as described in section 5.4 to allow the manager greater flexibility in its decisions. Funds that are not reporting issuers must appoint an IRC for the purpose of approving principal trades in debt securities in order to be eligible to rely upon the exemption. At a minimum, the IRC for the funds that are not reporting issuers must comply with sections 3.7 and 3.9 of the Instrument. It is up to the IRC and the manager to tailor the IRC’s responsibilities for investment funds that are not reporting issuers beyond that. The portfolio manager or portfolio adviser of a managed account must obtain the authorization of its client to conduct principal trades with a related dealer in the investment management agreement in order to be eligible to rely upon the exemption. 3. Subsection (2) sets out the minimum expectations regarding the records an investment fund must keep of its trades made in reliance on this section. The records should be detailed and sufficient to establish a proper audit trail of the transactions. 1672 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 7 EXEMPTIONS 7.1 Exemptions (1) The securities regulatory authority or regulator 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. (2) Despite subsection (1), in Ontario only the regulator may grant such an exemption. 7.2 Existing exemptions, waivers or approvals Any exemption, waiver or approval under a provision of securities legislation that was effective before this Instrument came into force and that deals with the matters that this Instrument regulates, will expire one year after this Instrument comes into force. Commentary 1 Repealed. 18 Feb 2022 SR 1/2022 s8. For greater certainty, the CSA note that the coming into force of section 7.2 of this Instrument will effectively cause all exemptions and waivers that deal with the matters regulated by this Instrument - not just those exemptions and waivers that deal with the matters under subsection 5.2(1) - to expire one year after its coming into force whether or not they contained a sunset provision. PART 8 EFFECTIVE DATE 8.1 Effective date This Instrument comes into force on November 1, 2006. 8.2 Transition (1) Despite section 8.1, this Instrument does not apply to an investment fund until the earlier of: (a) the date on which the manager provides to the securities regulatory authority or regulator the notification referred to in subsection (4); and (b) the date one year after this Instrument comes into force. (2) Despite subsection (1), six months from the date this Instrument comes into force the manager must appoint the first members of the independent review committee under section 3.2 in compliance with this Instrument. (3) Despite section 4.4, the independent review committee’s first report to securityholders must be completed by the 120th day after the end of the first financial year of the investment fund to which this Instrument applies. (4) A manager of an investment fund must notify the securities regulatory authority or regulator in writing if it intends to comply with this Instrument prior to the expiration of the transition period under subsection (1). (5) The notification referred to in subsection (4) is satisfied if the notification is made to the investment fund’s principal regulator. Commentary - Repealed. 18 Feb 2022 SR 1/2022 s8. 1673 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 8.3 Transitional Before September 6, 2022, an investment fund is not required to comply with National Instrument 81-107 Independent Review Committee for Investment Funds, as amended by The Securities Commission (Adoption of National Instruments) (NI 13-101, NI 41-101, NI 81-101, NI 81-102, NI 81-106, NI 81-107 and MI 13-102) Amendment Regulations, 2022, if the investment fund complies with (a) in the case of a mutual fund to which National Instrument 81-101 Mutual Fund Prospectus Disclosure applies, National Instrument 81-101 Mutual Fund Prospectus Disclosure as it was in force on January 5, 2022, (b) in the case of an investment fund not referred to in paragraph (a), National Instrument 41-101 General Prospectus Requirements as it was in force on January 5, 2022, and (c) National Instrument 81-107 Independent Review Committee for Investment Funds as it was in force on January 5, 2022. 8.4 Transition Before January 1, 2027, if an investment fund complies with Parts 4, 5, 6 and 7 of National Instrument 81-106 Investment Fund Continuous Disclosure as they were in force on April 21, 2026 and Parts 2 and 4 of National Instrument 81-107 Independent Review Committee for Investment Funds as they were in force on April 21, 2026, Parts 2 and 4 of National Instrument 81-107 Independent Review Committee for Investment Funds as amended by this Instrument do not apply to the investment fund. 8.5 Before January 1, 2027, if an investment fund complies with Part 6 of National Instrument 81-107 Independent Review Committee for Investment Funds as it was in force on April 21, 2026, the investment fund is not required to comply with Part 6 of National Instrument 81-107 Independent Review Committee for Investment Funds as amended by this Instrument. 1674 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) APPENDIX A CONFLICT OF INTEREST OR SELF-DEALING PROVISIONS JURISDICTION SECURITIES LEGISLATION REFERENCE Alberta Part 15 – Insider Trading and Self-Dealing of the Securities Act (Alberta) British Columbia Part 15 – Self-Dealing of the Securities Act (British Columbia) Manitoba Part XI – Insider Trading of the Securities Act (Manitoba) Newfoundland and Labrador Part XX – Insider Trading and Self-Dealing of the Securities Act (Newfoundland and Labrador) New Brunswick Part 10 – Insider Trading and Self-Dealing of the Securities Act (New Brunswick) Northwest Territories Part 11 - Insider Reporting and Early Warning of the Securities Act (Northwest Territories) Nova Scotia Sections 112 – 128 of the Securities Act (Nova Scotia) Ontario Part XXI – Insider Trading and Self-Dealing ofthe Securities Act (Ontario) Quebec Section 236 of the Securities Regulation(Québec) Saskatchewan Part XVII – Insider Trading and Self-Dealing –Mutual Funds of The Securities Act, 1988 (Saskatchewan) Alberta, British Columbia, Part 4 of National Instrument 81-102 Investment Manitoba,Newfoundland and Funds and section 13.5 of National Instrument 31- Labrador,New Brunswick, 103 - Registration Requirements and Exemptions Northwest Territories,Nova Scotia, Nunavut, Ontario, Prince Edward Island, Quebec, Saskatchewan and Yukon APPENDIX B INTER-FUND SELF-DEALING CONFLICT OF INTEREST PROVISIONS JURISDICTION LEGISLATION REFERENCE Alberta Paragraph 13.5(2)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and section 4.2 of National Instrument 81-102 Investment Funds British Columbia Paragraph 13.5(2)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and section 4.2 of National Instrument 81-102 Investment Funds Manitoba Paragraph 13.5(2)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and section 4.2 of National Instrument 81-102 Investment Funds 1675 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 JURISDICTION LEGISLATION REFERENCE New Brunswick Paragraph 144(1)(b) of the Securities Act (New Brunswick) Subsection 11.7(6) of Local Rule 31-501 Registration Requirements Paragraph 13.5(2)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and section 4.2 of National Instrument 81-102 Investment Funds Newfoundland and Paragraph 119(2)(b) of the Securities Act (Newfoundland and Labrador) Labrador Subsection 103(6) of Reg. 805/96 Paragraph 13.5(2)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and section 4.2 of National Instrument 81-102 Investment Funds Northwest Territories Paragraph 13.5(2)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and section 4.2 of National Instrument 81-102 Investment Funds Nova Scotia Paragraph 126(2)(b) of the Securities Act (Nova Scotia) Subsection 32(6) of the General Securities Rules Paragraph 13.5(2)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and section 4.2 of National Instrument 81-102 Investment Funds Nunavut Paragraph 13.5(2)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and section 4.2 of National Instrument 81-102 Investment Funds Ontario Paragraph 13.5(2)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and section 4.2 of National Instrument 81-102 Investment Funds Prince Edward Island Paragraph 13.5(2)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and section 4.2 of National Instrument 81-102 Investment Funds Quebec Paragraph 13.5(2)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and section 4.2 of National Instrument 81-102 Investment Funds Saskatchewan Paragraph 13.5(2)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and section 4.2 of National Instrument 81-102 Investment Funds Yukon Paragraph 13.5(2)(b) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and section 4.2 of National Instrument 81-102 Investment Funds 1676 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 81-107A CONFLICT REPORTING FORM FOR RELATED ISSUER PURCHASES GENERAL INSTRUCTIONS Form (1) A report prepared in accordance with this Form must include the disclosure required in this Form, as applicable. Instructions for providing this disclosure are in italic type. (2) Terms used and not defined in this Form that are defined or interpreted in National Instrument 81-101 Mutual Fund Prospectus Disclosure, National Instrument 81-102 Investment Funds, National Instrument 81-105 Mutual Fund Sales Practices, National Instrument 81-106 Investment Fund Continuous Disclosure and this Instrument have the same meanings as in those Instruments. Responses (3) A report prepared in accordance with this Form must state the required information concisely and in plain language. (4) Responses must be as simple and direct as is reasonably possible and include only as much information as is necessary for readers to understand the matters for which disclosure is being provided. (5) A report prepared in accordance with this Form must contain only the information that is required or permitted under this Form. (6) All applicable items in this Form must be responded to. (7) Omit from Items answers that are not applicable or respond to them with the words “not applicable”, unless otherwise required under this Form. (8) Prepare a report in accordance with this Form in respect of one or more investment funds. If the report combines information in respect of more than one investment fund, information under Item 4 must be presented in the form of a single table, ordered alphabetically by name of each applicable investment fund and, for each applicable investment fund, ordered chronologically by date of purchase of an investment by the investment fund. Presentation (9) A report prepared in accordance with this Form must be prepared in a font that is legible and on letter-size paper. If a report is made available online, the information in the report must be presented in a way that allows that information to be printed in a readable format. (10) Each item in a report prepared in accordance with this Form must be presented in the order and under the heading or sub-heading stipulated in this Form. (11) If the report prepared in accordance with this Form contains design elements, including, for greater certainty, graphics, photos or artwork, the elements must not detract from the information disclosed in the document. (12) For the purposes of paragraph (i) of Item 4, (a) in British Columbia, “related person or company” means a related person as defined in BC Instrument 81-513 Self Dealing except that “mutual fund”, as it appears in the definition of “related person” in that Instrument, is to be read as “investment fund”, and 1677 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) in New Brunswick, “related person or company” means a related person as defined in section 134.1 of the Securities Act (New Brunswick), except that “mutual fund”, as it appears in the definition of “related person” in that section, is to be read as “investment fund”. Item 1 - Fund Details (1) Provide the name of each investment fund to which this report pertains. (2) Provide the name of the manager for each investment fund identified in subsection (1). Item 2 - Securities Legislation and Exemptive Relief Identify the provisions of securities legislation under which this report is being prepared, including, for greater certainty, any exemptions relied on by the investment fund. Item 3 - Financial Year Covered Identify the financial year to which this report pertains. Item 4 - Related Issuer Investments In the form of a table, provide the following information, as applicable, for each type of investment referred to in sections 6.2, 6.3 and 6.4 of this Instrument for the financial year referred to in Item 3: (a) the name of the investment fund to which this report relates; (b) the date of the investment; (c) the name of the issuer of the security in which the investment was made; (d) the class or series of the security in which the investment was made; (e) the coupon rate and maturity date of the security in which the investment was made; (f) the number of securities purchased in the investment; (g) the price per security purchased in the investment; (h) the settlement amount of the investment; (i) the name of any related person or company that has received, or will receive, a fee, commission or other form of compensation in respect of the investment made; (j) if the investment fund made the investment through a dealer and the dealer is an entity related to the manager, the name of the dealer; (k) whether the investment was made in the primary market or the secondary market. 10 Nov 2006 SR 104/2006 s9; 2 Oct 2009 SR 81/2009 s15; 12 Sep 2014 SR 77/2014 s15; 4 Jan 2019 SR 99/2018 s8; 18 Feb 2022 SR 1/2022 s8; 18 Feb 2022 SR 2/2022 s8; 17 Apr 2026 SR 22/2026 s6. 1678 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS)