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

789 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XXI [clause 2(u)] NATIONAL INSTRUMENT 45‑102 RESALE OF SECURITIES PART I DEFINITIONS 1.1 Definitions – In this Instrument: “control distribution” means a trade described in the provisions of securities legislation listed in Appendix A; “convertible security” means a security of an issuer that is convertible into, or carries the right of the holder to purchase or otherwise acquire, or of the issuer to cause the purchase or acquisition of, a security of the same issuer; “distribution date” means: (a) in respect of a trade that is not a control distribution, the date the security that is the subject of the trade was distributed in reliance on an exemption from the prospectus requirement by the issuer or, in the case of a control distribution, by the selling security holder; (b) in respect of a trade that is a control distribution, the date the security that is the subject of the trade was acquired by the selling security holder; (c) in respect of a trade of an underlying security that is not a control distribution, the date the convertible security, exchangeable security or multiple convertible security that, directly or indirectly, entitled or required the holder to acquire the underlying security was distributed in reliance on an exemption from the prospectus requirement by the issuer or, in the case of a control distribution, by the selling security holder; or (d) in respect of a trade of an underlying security that is a control distribution, the date the convertible security, exchangeable security or multiple convertible security that, directly or indirectly, entitled or required the holder to acquire the underlying security was acquired by the selling security holder; “exchangeable security” means a security of an issuer that is exchangeable for, or carries the right of the holder to purchase or otherwise acquire, or of the issuer to cause the purchase or acquisition of, a security of another issuer; “MI 45-102” means this Instrument prior to its amendment on September 14, 2005; “MI 45-103” means Multilateral Instrument 45-103 Capital Raising Exemptions prior to its repeal on September 14, 2005; “MI 45-105” means Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors and Consultants prior to its repeal on September 14, 2005; ; 22 Mar 2013 SR 15/2013 s3 790 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 purchase or otherwise acquire, or of the issuer to cause the purchase or acquisition of, a convertible security, an exchangeable security or another multiple convertible security; “NI 45-106” means National Instrument 45-106 Prospectus Exemptions; “private company” has the same meaning as in securities legislation; “private issuer” means, as the context requires: (a) a private issuer as defined in securities legislation; (b) a private issuer as defined in NI 45-106; or (c) in Ontario, for purposes of the definition of private issuer as it existed in 1998 OSC Rule 45-501 (as defined in the Ontario transitional provisions in Appendix D) prior to its repeal on November 30, 2001, a person that: (i) is not a reporting issuer or a mutual fund; (ii) is an issuer all of whose issued and outstanding shares: (A) are subject to restrictions on transfer contained in the constating documents of the issuer or one or more agreements among the issuer and the holders of its securities; and (B) are beneficially owned, directly or indirectly, by not more than 50 persons or companies counting any two or more joint registered holders as one beneficial owner, exclusive of persons: (I) that are employed by the issuer or an affiliated entity of the issuer; or (II) that beneficially owned, directly or indirectly, shares of the issuer while employed by it or an affiliated entity of it and at all times since ceasing to be so employed have continued to beneficially own, directly or indirectly, at least one share of the issuer; and (iii) has not distributed any securities to the public; “SEDAR” Repealed. 30 Jne 2023 SR 47/2023 s11. “trade”, in Quebec, has the same meaning as in NI 45-106; “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. 791 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 2 FIRST TRADES 2.1 Application – In Manitoba, sections 2.2 to 2.7 and 2.10 to 2.14 do not apply. 2.2 Removal of Resale Provisions – In Newfoundland and Labrador and Ontario, the provisions in securities legislation listed in Appendix C, respectively, do not apply. 2.3 Section 2.5 Applies – If a security was distributed under any of the provisions listed in Appendix D, the first trade of that security is subject to section 2.5. 2.4 Section 2.6 Applies – If a security was distributed under any of the provisions listed in Appendix E, the first trade of that security is subject to section 2.6. 2.5 Restricted Period (1) Unless the conditions in subsection (2) are satisfied, a trade that is specified by section 2.3 or other securities legislation to be subject to this section is a distribution. (2) Subject to subsection (3), for the purposes of subsection (1) the conditions are: 1. The issuer is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade. 2. At least four months have elapsed from the distribution date. 3. If the distribution date is on or after March 30, 2004, or, in Québec, on or after September 14, 2005, and either of the following apply: (i) if the issuer was a reporting issuer on the distribution date, the certificate representing the security, if any, carries a legend stating: “Unless permitted under securities legislation, the holder of this security must not trade the security before [insert the date that is 4 months and a day after the distribution date]”; (ii) if the issuer was not a reporting issuer on the distribution date, the certificate representing the security, if any, carries a legend stating: “Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after the later of (i) [insert the distribution date] and (ii) the date the issuer became a reporting issuer in any province or territory”; 3.1. If the security is entered into a direct registration or other electronic book-entry system, or if the purchaser did not directly receive a certificate representing the security, the purchaser received written notice containing the legend restriction notation set out in subparagraphs (i) or (ii) of item 3; 4. The trade is not a control distribution. 792 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 5. No unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade. 6. No extraordinary commission or consideration is paid to a person or company in respect of the trade. 7. If the selling security holder is an insider or officer of the issuer, the selling security holder has no reasonable grounds to believe that the issuer is in default of securities legislation. (3) Items 3. and 3.1. of subsection (2) do not apply to a trade of an underlying security if the underlying security is issued at least four months after the later of: (a) the distribution date; and (b) the date the issuer became a reporting issuer in any jurisdiction of Canada. 2.6 Seasoning Period (1) Unless the conditions in subsection (3) are satisfied, a trade that is specified by section 2.4 or other securities legislation to be subject to this section is a distribution. (2) The first trade of securities issued by a private company or private issuer made after the issuer has ceased to be a private company or private issuer is a distribution unless the conditions in subsection (3) are satisfied. (3) For the purposes of subsections (1) and (2), the conditions are: 1. The issuer is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade. 2. The trade is not a control distribution. 3. No unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade. 4. No extraordinary commission or consideration is paid to a person or company in respect of the trade. 5. If the selling security holder is an insider or officer of the issuer, the selling security holder has no reasonable grounds to believe that the issuer is in default of securities legislation. 2.7 Exemption for a Trade if the Issuer Becomes a Reporting Issuer After the Distribution Date - Item 1 of subsection 2.5(2), 2.6(3) or 2.8(2) does not apply if the issuer became a reporting issuer after the distribution date by filing a prospectus in a jurisdiction listed in Appendix B and is a reporting issuer in a jurisdiction of Canada at the time of the trade. 2.8 Exemption for a Trade by a Control Person (1) The prospectus requirement does not apply to a control distribution, or a distribution by a lender, pledgee, mortgagee or other encumbrancer for the purpose of liquidating a debt made in good faith by selling or offering for sale a security pledged, mortgaged or otherwise encumbered in good faith as collateral for the debt if the security was acquired by the lender, pledgee, mortgagee or other encumbrancer in a control distribution, if the conditions in subsection (2) are satisfied. 793 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) For the purposes of subsection (1), the conditions are: 1. The issuer is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade. 2. The selling security holder, or the lender, pledgee, mortgagee or other encumbrancer if the distribution is for the purpose of liquidating a debt, has held the securities for at least four months. 3. No unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade. 4. No extraordinary commission or consideration is paid to a person or company in respect of the trade. 5. The selling security holder has no reasonable grounds to believe that the issuer is in default of securities legislation. (3) The selling security holder, or the lender, pledgee, mortgagee or other encumbrancer if the distribution is for the purpose of liquidating a debt, under subsection (2) must: (a) complete and sign a Form 45-102F1 no earlier than one business day before the Form 45-102F1 is filed; (b) file the completed and signed Form 45-102F1 at least seven days before the first trade of the securities that is part of the distribution; and (c) file, within three days after the completion of any trade, an insider report prepared in accordance with either Form 55-102F2 or Form 55-102F6 under National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI). (4) A Form 45-102F1 filed under subsection (3) expires on the earlier of: (a) thirty days after the date the Form 45-102F1 was filed; and (b) the date the selling security holder, or the lender, pledgee, mortgagee or other encumbrancer, files the last of the insider reports reflecting the sale of all securities referred to in the Form 45-102F1. (5) A selling security holder, or the lender, pledgee, mortgagee or other encumbrancer must not file a new Form 45-102F1 in respect of a class of securities of a reporting issuer until the Form 45-102F1 in respect of that class of securities previously filed by that person or company has expired. (5) Repealed. 23 Sep 2005 SR 100/2005 s8. 2.9 Determining Time Periods (1) In determining the period of time that an issuer was a reporting issuer in a jurisdiction of Canada for the purposes of section 2.5, 2.6 or 2.8, if the issuer was a party to an amalgamation, merger, reorganization or arrangement, the selling security holder may include the period of time that one of the parties to the amalgamation, merger, reorganization or arrangement was a reporting issuer in a jurisdiction of Canada immediately before the amalgamation, merger, reorganization or arrangement. 794 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) In determining the period of time that a selling security holder has held a security for the purposes of section 2.5 or 2.8, if the selling security holder acquired the security from an affiliate of the selling security holder, the selling security holder may include the period of time that the affiliate held the security. (3) In determining the period of time that a selling security holder has held an underlying security for the purposes of section 2.8, the selling security holder may include the period of time the selling security holder held the convertible security, exchangeable security or multiple convertible security. (4) In determining the period of time that a lender, pledgee, mortgagee or other encumbrancer has held a security under item 2 of subsection 2.8(2), the selling security holder may include the period of time the debtor held the security. (5) In determining the period of time that a lender, pledgee, mortgagee or other encumbrancer has held an underlying security under item 2 of subsection 2.8(2), the selling security holder may include the period of time the debtor held the convertible security, exchangeable security or multiple convertible security. 2.10 Exemption for a Trade in an Underlying Security if the Convertible Security, Exchangeable Security or Multiple Convertible Security is Qualified by a Prospectus – Section 2.6 does not apply to a trade in an underlying security issued or transferred under the terms of a convertible security, exchangeable security or multiple convertible security if: (a) a receipt was obtained for a prospectus qualifying the distribution of the convertible security, exchangeable security or multiple convertible security; (b) the trade is not a control distribution; and (c) the issuer of the underlying security is a reporting issuer at the time of the trade. 2.11 Exemption for a Trade in a Security Acquired in a Take-over Bid or Issuer Bid – Section 2.6 does not apply to a trade of a security of an offeror if: (a) a securities exchange take-over bid circular or securities exchange issuer bid circular relating to the distribution of the security was filed by the offeror; (b) the trade is not a control distribution; and (c) the offeror was a reporting issuer on the date the securities of the offeree issuer were first taken up under the take-over bid or issuer bid. 2.12 Exemption for a Trade in an Underlying Security if the Convertible Security, Exchangeable Security or Multiple Convertible Security is Qualified by a Securities Exchange Take-over Bid Circular or Issuer Bid Circular – Section 2.6 does not apply to a trade in an underlying security issued or transferred under the terms of a convertible security, exchangeable security or multiple convertible security if: (a) a securities exchange take-over bid circular or a securities exchange issuer bid circular relating to the distribution of the convertible security, exchangeable security or multiple convertible security was filed by the offeror; (b) the trade is not a control distribution; (c) the offeror was a reporting issuer on the date the securities of the offeree issuer were first taken up under the take-over bid or issuer bid; and 795 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (d) the issuer of the underlying security is a reporting issuer at the time of the trade. 2.13 Trades by Underwriters – A trade by an underwriter of securities distributed under any of the provisions listed in Appendix F is a distribution. 2.14 First Trades in Securities of a Non-Reporting Issuer Distributed under a Prospectus Exemption (1) The prospectus requirement does not apply to the first trade of a security distributed under an exemption from the prospectus requirement if: (a) the issuer of the security: (i) was not a reporting issuer in any jurisdiction of Canada at the distribution date; or (ii) is not a reporting issuer in any jurisdiction of Canada at the date of the trade; (b) at the distribution date, after giving effect to the issue of the security and any other securities of the same class or series that were issued at the same time as or as part of the same distribution as the security, residents of Canada: (i) did not own directly or indirectly more than 10 percent of the outstanding securities of the class or series; and (ii) did not represent in number more than 10 percent of the total number of owners directly or indirectly of securities of the class or series; and (c) the trade is made: (i) through an exchange, or a market, outside of Canada; or (ii) to a person or company outside of Canada. (2) The prospectus requirement does not apply to the first trade of an underlying security if: (a) the convertible security, exchangeable security or multiple convertible security that, directly or indirectly, entitled or required the holder to acquire the underlying security was distributed under an exemption from the prospectus requirement; (b) the issuer of the underlying security: (i) was not a reporting issuer in any jurisdiction of Canada at the distribution date of the convertible security, exchangeable security or multiple convertible security; or (ii) is not a reporting issuer in any jurisdiction of Canada at the date of the trade; 796 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) the conditions in paragraph (1)(b) would have been satisfied for the underlying security at the time of the initial distribution of the convertible security, exchangeable security or multiple convertible security; and (d) the condition in paragraph (1)(c) is satisfied. (3) This section does not apply in Alberta and Ontario. In Ontario, section 2.7 of Ontario Securities Commission Rule 72-503 Distribu- tions Outside Canada provides a similar exemption in section 2.14 of this Instru- ment. In Alberta, Alberta Securities Commission Blanket Order 45-519 Prospec- tus Exemptions for Resale Outside Canada provides a similar exemption to the exemption in section 2.14 of this Instrument. 2.15 First Trades in Securities of a Non-Reporting Foreign Issuer Distributed under a Prospectus Exemption (1) In this section “executive officer” means, for an issuer, an individual who is (a) a chair, vice-chair or president, (b) a chief executive officer or a chief financial officer, or (c) in charge of a principal business unit, division or function including sales, finance or production and that fact is disclosed in any of the following documents: (i) the issuer’s most recent disclosure document containing that information that is publicly available in a foreign jurisdiction where its securities are listed or quoted; (ii) the offering document provided by the issuer in connection with the distribution of the security that is the subject of the trade; “foreign issuer” means an issuer that is not incorporated or organized under the laws of Canada, or a jurisdiction of Canada, unless any of the following applies: (a) the issuer has its head office in Canada; (b) the majority of the executive officers or directors of the issuer ordinarily reside in Canada. (2) The prospectus requirement does not apply to the first trade of a security distributed under an exemption from the prospectus requirement if all of the following apply: (a) the issuer of the security was a foreign issuer on the distribution date; (b) the issuer of the security (i) was not a reporting issuer in any jurisdiction of Canada on the distribution date, or (ii) is not a reporting issuer in any jurisdiction of Canada on the date of the trade; 797 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) the trade is made (i) through an exchange, or a market, outside of Canada, or (ii) to a person or company outside of Canada. (3) The prospectus requirement does not apply to the first trade of an underlying security if all of the following apply: (a) the convertible security, exchangeable security or multiple convertible security that, directly or indirectly, entitled or required the holder to acquire the underlying security was distributed under an exemption from the prospectus requirement; (b) the issuer of the underlying security was a foreign issuer on the distribution date; (c) the issuer of the underlying security (i) was not a reporting issuer in any jurisdiction of Canada on the distribution date, or (ii) is not a reporting issuer in any jurisdiction of Canada on the date of trade; (d) the trade is made (i) through an exchange, or a market, outside of Canada, or (ii) to a person or company outside of Canada. (4) This section does not apply in Alberta and Ontario. In Ontario, section 2.8 of Ontario Securities Commission Rule 72-503 Distribu- tions Outside Canada provides a similar exemption to the exemption in section 2.15 of this Instrument. In Alberta, Alberta Securities Commission Blanket Or- der 45-519 Prospectus Exemptions for Resale Outside Canada provides a similar exemption to the exemption in section 2.15 of this Instrument. PART 3 EXEMPTION 3.1 Exemption (1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption. PART 4 EFFECTIVE DATE 4.1 Effective Date – This Instrument comes into force on March 30, 2004. 798 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) APPENDIX A TO NATIONAL INSTRUMENT 45‑102 RESALE OF SECURITIES CONTROL DISTRIBUTIONS JURISDICTION SECURITIES LEGISLATION REFERENCE Alberta Definition of “control person” in section 1(l) and subclause (iii) of the definition of “distribution” contained in section 1(p) of the Securities Act (Alberta) British Columbia Paragraph (c) of the definition of “distribution” contained in section 1(1) of the Securities Act (British Columbia) Manitoba Paragraph (b) of the definition of “primary distribution to the public” contained in subsection 1(1) of the Securities Act (Manitoba) Newfoundland and Clause 2(1)(l)(iii) of the Securities Act (Newfoundland and Labrador) Labrador New Brunswick Definition of “control person” and clause (c) of the definition of “distribution” contained in subsection 1(1) of the Securities Act (New Brunswick) Northwest Territories Definition of “control person” in subsection 1(1) and paragraph (c) of the definition of “distribution” contained in subsection 1(1) of the Securities Act (Northwest Territories). Nova Scotia Clause 2(1)(l)(iii) of the Securities Act (Nova Scotia) Nunavut Definition of “control person” and paragraph (iii) of the definition of “distribution” contained in subsection 1(1) of Blanket Order No. 1 of the Registrar of Securities. Ontario Paragraph (c) of the definition of “distribution” contained in subsection 1(1) of the Securities Act (Ontario) Prince Edward Island Clause (iii) of the definition of “distribution” in section 1 of the Securities Act (Prince Edward Island) Quebec Paragraph 9 of the definition of “distribution” contained in section 5 of the Securities Act (Quebec) Saskatchewan Subclauses 2(1)(r)(iii), (iv) and (v) of The Securities Act, 1988 (Saskatchewan) Yukon Definition of “control person” in subsection 1(1) and paragraph (c) of the definition of “distribution” contained in subsection 1(1) of the Securities Act (Yukon) 799 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 APPENDIX B MULTILATERAL INSTRUMENT 45‑102 RESALE OF SECURITIES REPORTING ISSUER JURISDICTIONS Alberta British Columbia Manitoba New Brunswick Nova Scotia Ontario Quebec Saskatchewan APPENDIX C MULTILATERAL INSTRUMENT 45‑102 RESALE OF SECURITIES NON-APPLICABLE RESALE PROVISIONS (Section 2.2) JURISDICTION SECURITIES LEGISLATION REFERENCE Newfoundland Clause 54(5)(a), subsections 54(7), 54(9), 54(10), 73(4), 73(5), and Labrador 73(6) as it relates to clause 72(1)(r), 73(7) but not as it relates to subsection 54(6) and 54(7), 73(12), 73(18), 73(19) and 73(24) of the Securities Act (Newfoundland and Labrador) Ontario Subsections 72(4), 72(5), 72(6) as it relates to clause 72(1)(r), and 72(7) of the Securities Act (Ontario), in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force 800 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) APPENDIX D TO NATIONAL INSTRUMENT 45‑102 RESALE OF SECURITIES RESTRICTED PERIOD TRADES (Section 2.3) 1. Except in Manitoba, the following exemptions from the prospectus requirement in NI 45-106: • section 2.3 [Accredited investor]; • section 2.5 [Family, friends and business associates] (except in Ontario); • section 2.7 [Founder, control person and family] (Ontario); • section 2.8 [Affiliates]; • section 2.9 [Offering memorandum] • section 2.10 [Minimum amount investment]; • section 2.12 [Asset acquisition]; • section 2.13 [Petroleum, natural gas and mining properties]; • section 2.14 [Securities for debt]; • section 2.19 [Additional investment in investment funds]; • section 2.30 [Isolated distribution by issuer]; • section 2.31 [Dividends and distributions], if the security was acquired in the circumstances referred to in subsection 2.31(2) and that security was initially acquired by the issuer under: (a) one of the exemptions listed in this Appendix; (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of this Instrument; or (c) an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.5 of MI 45-102; • section 2.40 [RRSP/RRIF/TFSA], if the security acquired under section 2.40 was initially acquired by an individual or an associate of the individual or a RRSP, RRIF, or TFSA established for or by that individual or under which that individual is a beneficiary under: (a) one of the exemptions listed in this Appendix; (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of this Instrument; or (c) an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.5 of MI 45-102; 801 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 • section 2.42 [Conversion, exchange or exercise], if the security acquired in the circumstances referred to in paragraph 2.42(1(a) was acquired in accordance with the terms and conditions of a previously issued security and that previously issued security was distributed under: (a) one of the exemptions listed in this Appendix; (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of this Instrument; or (c) an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.5 of MI 45-102; • section 5.2 [TSX Venture exchange offering], if the security acquired under section 5.2 was acquired by: (a) a purchaser that, at the time the security was acquired, was an insider or promoter of the issuer of the security, the issuer’s underwriter, or a member of the underwriter’s “professional group” (as defined in National Instrument 33-105 Underwriting Conflicts); or (b) any other purchaser in excess of $40,000 for the portion of the securities in excess of 40,000; as well as the following local exemptions from the prospectus requirement: • section 2.4 of Ontario Securities Commission Rule 72-503 Distributions Outside Canada; • section 3.1 of Alberta Securities Commission Rule 72-501 Distributions to Purchasers Outside Alberta; • clauses 77(1)(u) and (w) and subclauses 77(1)(ab)(ii) and (iii) of the Securities Act (Nova Scotia); • an exemption from the prospectus requirement in a jurisdiction of Canada that specifies that the first trade is subject to section 2.5 of NI 45-102 2. In Saskatchewan, the exemption from the prospectus requirement in section 5 [Crowdfunding prospectus exemption] of Multilateral Instrument 45-108 Crowdfunding 3. Except in Manitoba, the exemption from the prospectus requirement in section 5 [Exemption from prospectus requirement for issuers] of National Instrument 45-110 Start-up Crowdfunding Registration and Prospectus Exemptions. Transitional and Other Provisions 1. General: An exemption from the prospectus requirement listed in Appendix D of MI 45-102 in effect on March 30, 2004 or an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.5 of MI 45-102. The exemptions listed in Appendix D on March 30, 2004 were:  Sections 131(1)(b), (c), (l), and (m) of the Securities Act (Alberta) 802 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS)  Section 122(d) and 122.2 of the Alberta Securities Commission Rules, section 3.1 of Alberta Securities Commission Rule 72-501 Distributions to Purchasers Outside Alberta, subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI 45-103 or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102  Section 131(1)(f)(iii) of the Securities Act (Alberta), if the right to purchase, convert or exchange was previously acquired under one of the above-listed exemptions under the Securities Act (Alberta), the Alberta Securities Commission Rules or MI 45-103, or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102  Sections 74(2)(1) to (6), (16), (18), (19), (23) and (25) of the Securities Act (British Columbia)  Sections 128(a), (b), (c), (e), (f) and (h) of the Securities Rules (British Columbia) and subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI 45-103 or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102  Sections 74(2)(11)(ii), 74(2)(11)(iii) and 74(2)(13) of the Securities Act (British Columbia) if the security acquired by the selling security holder or the right to purchase, convert or exchange or otherwise acquire, was initially acquired by a person or company under any of the sections of the Securities Act (British Columbia), the Securities Rules (British Columbia) or MI 45-103 referred to in this Appendix, or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102  Section 74(2)(12) of the Securities Act (British Columbia) if the security acquired by the selling security holder under the realization on collateral was initially acquired by a person or company under any of the sections of the Securities Act (British Columbia), the Securities Rules (British Columbia) or MI 45-103 referred to in this Appendix, or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102  Clauses 54(3)(f) and (g) and 73(1)(a), (b), (c), (d), (h), (l), (m), (p) and (q) of the Securities Act (Newfoundland and Labrador), subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI 45-103, or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102  Subclause 73(1)(f)(iii) of the Securities Act (Newfoundland and Labrador) if the right to purchase, convert or exchange was previously acquired under one of the above listed exemptions under the Securities Act (Newfoundland and Labrador) or MI 45-103, or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102  Paragraphs 3(a), (b), (c), (k), (l), (m), (r), (s), (t), (u), (w) and (z) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories), subsections 3.1(2), 4.1(2), 4.1(4), 5.1(2) of MI 45-103 or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102 803 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3  Subparagraph 3(e)(iii) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories) if the right to purchase, convert or exchange was previously acquired under one of the above-listed exemptions under Blanket Order No. 1 of the Registrar of Securities (Northwest Territories) or MI 45-103, or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102  Clauses 77(1)(a), (b), (c), (d), (l), (m), (p), (q), (u), (w), (y), (ab) and (ad) of the Securities Act (Nova Scotia), subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI 45- 103 or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102  Subclause 77(1)(f)(iii) of the Securities Act (Nova Scotia) if the right to purchase, convert or exchange was previously acquired under one of the above listed exemptions under the Securities Act (Nova Scotia) or MI 45-103, or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102  Paragraphs 3(a), (b), (c), (k), (l), (m), (r), (s), (t), (u), (w) and (z) of Blanket Order No.1 of the Registrar of Securities (Nunavut), subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI 45-103 or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102  Subparagraph 3(e)(iii) of Blanket Order No.1 of the Registrar of Securities (Nunavut) if the right to purchase, convert or exchange was previously acquired under one of the above-listed exemptions under Blanket Order No. 1 of the Registrar of Securities (Nunavut) or MI 45-103, or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102  Clauses 13(1)(a), (b), (c), (g) and (i) of the Securities Act (Prince Edward Island), subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI 45-103 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102  Subclause 13(1)(e)(iii) of the Securities Act (Prince Edward Island) if the right to purchase, convert or exchange was previously acquired under one the above- listed exemptions under the Securities Act (Prince Edward Island) or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102  Clauses 81(1)(a), (b), (c), (d), (m), (n), (s), (t), (v), (w), (z), (bb) and (ee) of The Securities Act, 1988 (Saskatchewan) and subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI 45-103 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102  Subclauses 81(1)(f)(iii) and (iv) of The Securities Act, 1988 (Saskatchewan) if the convertible security, exchangeable security or multiple convertible security was acquired under one of the exemptions of The Securities Act, 1988 (Saskatchewan) or MI 45-103 referred to in this Appendix or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102  Clause 81(1)(e) of The Securities Act, 1988 (Saskatchewan) if the person or company from whom the securities were acquired obtained the securities under one of the exemptions of The Securities Act, 1988 (Saskatchewan) referred to in this Appendix 804 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2. Quebec Provisions  Sections 43, 47, 48 and 51 of the Securities Act (Quebec) as they read prior to their amendment or repeal by section 7 and 8 of An Act to amend the Securities Act and other legislative provisions  Prospectus and registration exemptions granted pursuant to section 263 of the Securities Act (Quebec) before March 30, 2004 if the exemption included as a condition a restricted period of 12 months 3. Ontario Provisions Definitions In this Appendix: “1998 OSC Rule 45-501” means the Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on December 22, 1998; “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; “2005 OSC Rule 45-501” means the Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions that came into force on September 14, 2005; “2009 OSC Rule 45-501” means the Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions that came into force on the later of (a) September 28, 2009 and (b) the day on which sections 5 and 11, subsection 12(1) and section 13 of Schedule 26 of the Budget Measures Act, 2009 were proclaimed in force; “convertible security” means, in Ontario, a security of an issuer that is convertible into, or carries the right of the holder to purchase, or of the issuer to cause the purchase of, a security of the same issuer; “exchangeable security” means, in Ontario, a security of an issuer that is exchangeable for, or carries the right of the holder to purchase, or the right of the issuer to cause the purchase of, a security of another issuer; “exchange issuer” means, in Ontario, an issuer that distributes securities of a reporting issuer held by it in accordance with the terms of an exchangeable security of its own issue; “multiple convertible security” means, in Ontario, a security of an issuer that is convertible into or exchangeable for, or carries the right of the holder to purchase, or of the issuer or exchange issuer to cause the purchase of, a convertible security, an exchangeable security or another multiple convertible security; “OSC Rule 45-502” means Ontario Securities Commission Rule 45-502 Dividend or Interest Reinvestment and Stock Dividend Plans; “Type 1 trade” means, in Ontario, a distribution in a security under an exemption from the prospectus requirement in: (a) clause 72(1)(a), (b), (c), (d), (l), (m), (p) or (q) of the Securities Act (Ontario), in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force; (b) section 2.4, 2.5 or 2.11 of the 1998 OSC Rule 45-501; 805 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) section 2.3, 2.12, 2.13 or 2.14 of the 2001 OSC Rule 45-501; or (d) section 2.3, 2.12, 2.13, 2.14 or 2.16 of the 2004 OSC Rule 45-501; and “underlying security” means, in Ontario, 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. (a) Securities Act (Ontario) Clauses 72(1)(a), (b), (c), (d), (l), (m), (p) and (q) of the Securities Act (Ontario) and subclause 72(1)(f)(iii) of the Securities Act (Ontario) if the right to purchase, convert or exchange was previously acquired under one of the above-listed exemptions under the Securities Act (Ontario), in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force, or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102; (b) 2005 OSC Rule 45-501 and 2009 OSC Rule 45-501 Section 2.1 of the 2005 OSC Rule 45-501 and 2009 OSC Rule 45-501; Section 2.2 of the 2005 OSC Rule 45-501 and 2009 OSC Rule 45-501. (c) 2001 OSC Rule 45-501 and 2004 OSC Rule 45-501 Section 2.3 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501; Section 2.11 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501 if section 2.5 of MI 45-102 would have been applicable to a first trade in that security by the person making the exempt distribution under section 2.11 of the 2001 OSC Rule 45-501 or the 2004 OSC Rule 45-501; Section 2.12 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501; Section 2.13 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501; Section 2.14 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501; Section 2.16 of the 2004 OSC Rule 45-501. (d) 1998 OSC Rule 45-501 Section 2.4 of the 1998 OSC Rule 45-501; Section 2.5 of the 1998 OSC Rule 45-501; Section 2.11 of the 1998 OSC Rule 45-501. (e) Other Any provision under which an underlying security was distributed on conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired in a Type 1 trade or in a trade under section 2.4, 2.5 or 2.11 of the 1998 OSC Rule 45-501. 4. New Brunswick Provisions In this Appendix: “2004 NB LR 45-501” means the New Brunswick Securities Commission Local Rule 45-501 that came into force on September 29, 2004; A. Subsections 2.3(3), 2.5(2), 2.6(7), 2.7(2), 2.8(2), 2.10(2), 2.11(2), 2.12(2) and 2.17(2) of 2004 NB LR 45-501; 806 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) B. Subsection 2.41(2) of 2004 NB LR 45-501 (if the security acquired under section 2.4 was initially acquired by an individual or an associate of the individual or an RRSP or RRIF established for or by that individual or under which that individual is a beneficiary under: (a) one of the exemptions in NB LR 45-501 listed in paragraph A; or (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of Multilateral Instrument 45-102 Resale of Securities); C. Subsection 2.43(3) (if the security acquired under paragraph 2.43(1)(a) was acquired in accordance with the terms and conditions of a previously issued security under: (a) one of the exemptions in 2005 NB LR 45-501 listed in paragraph A; or (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of Multilateral Instrument, 45-102 Resale of Securities); D. Section 5.2 of 2004 NB LR 45-501. APPENDIX E TO NATIONAL INSTRUMENT 45‑102 RESALE OF SECURITIES SEASONING PERIOD TRADES (Section 2.4) Except in Manitoba, the following exemptions from the prospectus requirement in NI 45-106: • section 2.1 [Rights offering – reporting issuer]; • section 2.1.1 [Rights offering – stand-by commitment]; • section 2.1.2 [Rights offering – issuer with a minimal connection to Canada]; • section 2.2 [Reinvestment plan]; • section 2.4 [Private issuer]; • section 2.11 [Business combination and reorganization]; • section 2.16 [Take-over bid and issuer bid]; • section 2.17 [Offer to acquire to security holder outside local jurisdiction]; • section 2.18 [Investment fund reinvestment]; • section 2.20 [Private investment club]; • section 2.21 [Private investment fund - loan and trust pools]; • section 2.24 [Employee, executive officer, director and consultant]; • section 2.26 [Distributions among current or former employees, executive officers, directors or consultants of non-reporting issuer]; • section 2.27 [Permitted transferees]; 807 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 • section 2.31 [Dividends and distributions], if the security was acquired in the circumstances referred to in subsection 2.31(2), that security was initially acquired by the issuer under: (a) one of the exemptions listed in this Appendix; (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of this Instrument; or (c) an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.6 of MI 45-102; • section 2.40 [RRSP/RRIF/TFSA], if the security acquired under section 2.40 was initially acquired by an individual or an associate of the individual or a RRSP, RRIF, or TFSA established for or by that individual or under which that individual is a beneficiary under: (a) one of the exemptions listed in this Appendix; (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of this Instrument; or (c) an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.6 of MI 45-102; • section 2.42 [Conversion, exchange or exercise - security of own issue], if the security acquired in the circumstances referred to in paragraph 2.42 (1)(a) was acquired in accordance with the terms and conditions of a previously issued security and that previously issued security was distributed under: (a) one of the exemptions listed in this Appendix; (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of this Instrument; or (c) an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.6 of MI 45-102; • section 2.42 [Conversion, exchange or exercise – security of a reporting issuer] for a security being traded in the circumstances referred to in clause (b) of subsection 2.42(1); • section 5A2 [Listed Issuer Financing Exemption]; as well as the following local exemptions from the prospectus requirement: • Alberta Securities Commission Rule 45-502 Trade with RESP, if not included in Appendix D; • Nova Scotia Securities Commission Blanket Order No. 46; • Prince Edward Island Local Rule 45-510 - Exempt Distributions - Exemptions for Trades Pursuant to Take-over Bids and Issuer Bids; • an exemption from the prospectus requirement in a jurisdiction of Canada that specifies that the first trade is subject to section 2.6 of NI 45-102 808 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Transitional and Other Provisions 1. General: An exemption from the prospectus requirement listed in Appendix E of MI 45-102 Resale of Securities in effect on March 30, 2004 or an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.6 of MI 45-102. The exemptions listed in Appendix E of MI 45-102 on March 30, 2004 were:

 Section 131(1)(f) if not included in Appendix D of this Instrument, sections 131(1)(h), (i), (j), (k), and (y) of the Securities Act (Alberta) and sections 107(1) (j.1) and (k.1) prior to their repeal by section 5 of the Securities Amendment Act, 1989 (Alberta), subsection 2.1(2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102  Section 74(2)(11)(iii) if not included in Appendix D or F and sections 74(2)(7), (8) if not included in Appendix F, (9) to (11), (13), (22) and (24) of the Securities Act (British Columbia)  Section 128(g) of the Securities Rules (British Columbia), section 2.1(2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102  Section 74(2)(12) of the Securities Act (British Columbia), if the security acquired by the selling security holder under the realization on collateral was initially acquired by a person or company under any of the sections of the Securities Act (British Columbia), the Securities Rules (British Columbia) or a multilateral instrument referred to in this Appendix or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102  Clauses 54(3) and 73(1)(f) if not included in Appendix D or F of this Instrument, (i) if not included in Appendix F, (j), (k) and (n) of the Securities Act (Newfoundland and Labrador), subsection 2.1(2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102  Paragraphs 3(e), (f), (g), (h), (i), (n), (x), (y) and (mm) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories), except for a trade made under subparagraph 3(e)(iii) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories) that is included in Appendix D or F of this Instrument or a trade made under paragraph 3(g) that is included in Appendix F of this Instrument, subsection 2.1(2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102  Clause 77(1)(f) of the Securities Act (Nova Scotia) if not included in Appendix D or F of this Instrument, and clauses 77(1)(h), (i) if not included in Appendix F, (j), (k), (n), (v), (va), (ac), (ae) and (af) of the Securities Act (Nova Scotia), and clause 78(1)(a) of the Securities Act (Nova Scotia) as it relates to clause 41(2)(j) of the Securities Act (Nova Scotia) and Blanket Order No. 37, 38 if not included in Appendix F, 46 and 45-503 if not included in Appendix F, subsection 2.1(2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102 809 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3  Paragraphs 3(e), (f), (g), (h), (i), (n), (x), (y) and (mm) of Blanket Order No. 1 of the Registrar of Securities (Nunavut), except for a trade made under subparagraph 3(e) (iii) of Blanket Order No. 1 of the Registrar of Securities (Nunavut) that is included in Appendix D or F of this Instrument or a trade made under paragraph 3(g) that is included in Appendix F of this Instrument, subsection 2.1(2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102  Clauses 13(1)(e) if not included in Appendix D or F of this Instrument, (f) if not included in Appendix F, (h) and (k) of the Securities Act (Prince Edward Island) or section 3.1 or 3.2 of Rule 45-501, section 1.1 of Prince Edward Island Rule 45-502, section 2.1 or 2.2 of Prince Edward Island Rule 45-506 or section 2.1 or 2.2 of Prince Edward Island Rule 45-510, subsection 2.1(2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102  Clauses 81(1)(a.1), (e) if not included in Appendix D of this Instrument, (f) if not included in Appendix D or F of this Instrument, (f.1), (g), (h), (i) if not included in Appendix F, (i.1), (j), (k), (o), (cc) and (dd) of The Securities Act, 1988 (Saskatchewan), subsection 2.1(2) of MI 45-103 and sections 2.1, 2.2, 2.3 and 2.4 of MI 45-105 or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102 2. Quebec Provisions  Sections 50 and 52 of the Securities Act (Quebec) as they read prior to their repeal by section 8 of An Act to amend the Securities Act and other legislative provisions  Prospectus and registration exemptions granted pursuant to section 263 of the Securities Act (Quebec) before March 30, 2004 if the exemption included as a condition a seasoning period of 12 months 3. Ontario Provisions Definitions In this Appendix: “1998 OSC Rule 45-501” means the Ontario Securities Commission Rule 45-501 Exempt Distributions that came into force on December 22, 1998; “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; “convertible security” means, in Ontario, a security of an issuer that is convertible into, or carries the right of the holder to purchase, or of the issuer to cause the purchase of, a security of the same issuer; “exchangeable security” means, in Ontario, a security of an issuer that is exchangeable for, or carries the right of the holder to purchase, or the right of the issuer to cause the purchase of, a security of another issuer; “exchange issuer” means, in Ontario, an issuer that distributes securities of a reporting issuer held by it in accordance with the terms of an exchangeable security of its own issue; 810 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “multiple convertible security” means, in Ontario, a security of an issuer that is convertible into or exchangeable for, or carries the right of the holder to purchase, or of the issuer or exchange issuer to cause the purchase of, a convertible security, an exchangeable security or another multiple convertible security; “OSC Rule 45-502” means Ontario Securities Commission Rule 45-502 Dividend or Interest Reinvestment and Stock Dividend Plans; “OSC Rule 45-503” means Ontario Securities Commission Rule 45-503 Trades to Employees, Executives and Consultants; “Type 1 trade” means, in Ontario, a distribution in a security under an exemption from the prospectus requirement in: (a) clause 72(1)(a), (b), (c), (d), (l), (m), (p) or (q) of the Securities Act (Ontario), in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force; (b) section 2.4, 2.5 or 2.11 of the 1998 OSC Rule 45-501; (c) section 2.3, 2.12, 2.13 or 2.14 of the 2001 OSC Rule 45-501; or (d) section 2.3, 2.12, 2.13, 2.14 or 2.16 of the 2004 OSC Rule 45-501; and “Type 2 trade” means, in Ontario, a distribution in a security under an exemption from the prospectus requirement in: (a) clause 72(1)(f) of the Securities Act (Ontario), prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force, other than a distribution to an associated consultant or investor consultant as defined in OSC Rule 45-503 or a distribution to an associated consultant or investor relations person as defined in MI 45-105; (b) clause 72(1)(h), (i), (j), (k) or (n) of the Securities Act (Ontario), in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force; or (c) section 2.5, 2.8 or 2.15 of the 2001 OSC Rule 45-501; or (d) section 2.5, 2.8 or 2.15 of the 2004 OSC Rule 45-501; and “underlying security” means, in Ontario, 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. (a) Securities Act (Ontario) Clauses 72(1)(f), (i) if not included in Appendix F, (j), (k) and (n) of the Securities Act (Ontario), in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force, except for a trade made under 72(1)(f)(iii) of the Securities Act (Ontario), prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force, that is: (i) included in Appendix D or F of this Instrument; or 811 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (ii) contemplated by section 6.5 of 2004 OSC Rule 45-501; and (iii) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.6 of MI 45-102. Clause 72(1)(h) of the Securities Act (Ontario) except for a distribution under clause 72(1) (h) of the Securities Act (Ontario) of an underlying security that was distributed on conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired in a Type 1 trade, in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force. (b) 2001 OSC Rule 45-501 and 2004 OSC Rule 45-501 Section 2.1 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501; Section 2.5 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501; Section 2.6 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501 if an underlying security was distributed under section 2.6 of the 2001 OSC Rule 45-501 or the 2004 OSC Rule 45-501 on a forced conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired: (a) in a Type 2 trade; (b) under section 2.2, 3.1, 3.2, 3.3, 5.1 or 8.1 of OSC Rule 45-503, other than a trade by an associated consultant or investor consultant as defined in OSC Rule 45-503; or (c) under a provision in Part 2 of MI 45-105; Section 2.7 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501 if an underlying security was distributed under section 2.7 of the 2001 OSC Rule 45-501 or the 2004 OSC Rule 45-501 on a forced conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired: (a) in a Type 2 trade; (b) under section 2.2, 3.1, 3.2, 3.3, 5.1 or 8.1 of OSC Rule 45-503, other than a trade by an associated consultant or investor consultant as defined in OSC Rule 45-503; or (c) under a provision in Part 2 of MI 45-105; Section 2.8 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501; Section 2.11 of the 2001 OSC Rule 45-501 and the 2004 OSC Rule 45-501 if section 2.6 of MI 45-102 would have been applicable to a first trade in that security by the person making the exempt distribution under section 2.11 of the 2001 OSC Rule 45-501 or the 2004 OSC Rule 45-501; Section 2.15 of the 2004 OSC Rule 45-501. 812 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) 1998 OSC Rule 45-501 Section 2.7 of the 1998 OSC Rule 45-501; Section 2.8 of the 1998 OSC Rule 45-501; Section 2.9 of the 1998 OSC Rule 45-501 if an underlying security was distributed under section 2.9 of the 1998 OSC Rule 45-501 on a forced conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired by the holder in a Type 2 trade; Section 2.10 of the 1998 OSC Rule 45-501 if an underlying security was distributed under section 2.10 of the 1998 OSC Rule 45-501 on a forced conversion or exchange of a multiple convertible security, convertible security or exchangeable security acquired by the holder in a Type 2 trade; Section 2.17 of the 1998 OSC Rule 45-501; Subsection 2.18(1) of the 1998 OSC Rule 45-501 after the issuer had ceased to be a private issuer for the purposes of the Securities Act (British Columbia). (d) Other Sections 2.1 and 3.1 of Ontario Securities Commission Rule 45-502. 4. New Brunswick Provisions In this Appendix: “2004 NB LR 45-501” means the New Brunswick Securities Commission Local Rule 45-501 that came into force on September 29, 2004; A. Subsections 2.1(2), 2.2(3), 2.4(2), 2.9(2), 2.14(2), 2.16(3), 2.18(2), 2.19(2), 2.22(4), 2.25(3), 2.26(4), 2.29(3), 2.30(2) and 2.31(3) of 2004 NB LR 45-501; B. Subsection 2.41(2) of 2004 NB LR 45-501 (if the security acquired under section 2.4 was initially acquired by an individual or an associate of the individual or an RRSP or RRIF established for or by that individual or under which that individual is a beneficiary under: (a) one of the exemptions in NB LR 45-501 listed in paragraph A; or (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of Multilateral Instrument 45-102 Resale of Securities); C. Subsection 2.43(3) (if the security acquired under paragraph 2.43(1)(a) was acquired in accordance with the terms and conditions of a previously issued security under: (a) one of the exemptions in 2005 NB LR 45-501 listed in paragraph A; or (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of Multilateral Instrument 45-102 Resale of Securities) 813 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 APPENDIX F TO NATIONAL INSTRUMENT 45‑102 RESALE OF SECURITIES UNDERWRITERS (Section 2.13) Section 2.33 [Acting as underwriter] of NI 45-106 and section 2.11 [Business combination and reorganization] or subsection 2.42 (1) [Conversion, exchange or exercise] of NI 45-106, if the original security was acquired under section 2.33 of NI 45-106 or one of the underwriter exemptions in the transitional provisions listed below: Transitional Provisions: Except in New Brunswick, an exemption from the prospectus requirement listed in Appendix F of MI 45-102 in effect on March 30, 2004. Except in New Brunswick, exemptions listed in Appendix F of MI 45-102 on March 30, 2004 were: • Section 74(2)(15) of the Securities Act (British Columbia) and section 74(2)(8) or 74(2)(11)(iii) of the Securities Act (British Columbia) if the original security was acquired under section 74(2)(15) of the Securities Act (British Columbia); • Clause 73(1)(r) of the Securities Act (Newfoundland and Labrador) and section 73(1) (i) or 73(1)(f)(iii) of the Securities Act (Newfoundland and Labrador) if the original security was acquired under section 73(1)(r) of the Securities Act (Newfoundland and Labrador); • Paragraph 3(v) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories) and paragraph 3(g) or subparagraph 3(e)(iii) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories) if the original security was acquired under paragraph 3(v) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories); • Clause 77(1)(r) of the Securities Act (Nova Scotia) and clause 77(1)(i) or 77(1)(f)(iii) of the Securities Act (Nova Scotia) or Blanket Order No. 38 or 45-503 if the original security was acquired under clause 77(1)(r) of the Securities Act (Nova Scotia); • Paragraph 3(v) of Blanket Order No. 1 of the Registrar of Securities (Nunavut) and paragraph 3(g) or subparagraph 3(e)(iii) of Blanket Order No. 1 of the Registrar of Securities (Nunavut) if the original security was acquired under paragraph 3(v) of Blanket Order No. 1 of the Registrar of Securities (Nunavut); • Clause 72(1)(f)(iii) of the Securities Act (Ontario) if the original security was acquired under clause 72(1)(r) of the Securities Act (Ontario), in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force; 814 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) • Clause 72(1)(i) of the Securities Act (Ontario) if the original security was acquired under clause 72(1)(r) of the Securities Act (Ontario), in each case prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force; • Clause 72(1)(r) of the Securities Act (Ontario), prior to section 11 of Schedule 26 of the Budget Measures Act, 2009 being proclaimed in force; • Section 2.1 of Prince Edward Island Rule 45-509 and subclause 13(1)(e) (iii) or clause 13(1)(f) of the Securities Act (Prince Edward Island) or section 1.1 of Prince Edward Island Rule 45-502 if the original security was acquired under section 2.1 of Prince Edward Island Rule 45-509; • Section 55 of the Securities Act (Québec) as it read prior to its repeal by section 8 of An Act to amend the Securities Act and other legislative provisions; and • Clause 81(1)(u) of The Securities Act, 1988 (Saskatchewan) and clause 81(1) (i) or subclause 81(1)(f)(iii) of The Securities Act, 1988 (Saskatchewan) if the original security was acquired under clause 81(1)(u) of The Securities Act, 1988 (Saskatchewan). New Brunswick Provisions: In New Brunswick, an exemption from the prospectus requirement listed in New Brunswick Securities Commission Local Rule 45-501 in effect on September 29, 2004 (2004 NB LR 45-501). In New Brunswick, the exemptions listed in 2004 NB LR 45-501 were: • Subsection 2.33(2); and • Subsection 2.43(3) if the original security was acquired under section 2.09 FORM 45‑102F1 Notice of Intention to Distribute Securities under Section 2.8 of NI 45-102 Resale of Securities Reporting issuer 1. Name of reporting issuer: Selling security holder 2. Your name: 3. The offices or positions you hold in the reporting issuer: 4. Are you selling securities as a lender, pledgee, mortgagee or other encumbrancer? 5. Number and class of securities of the reporting issuer you beneficially own: Distribution 6. Number and class of securities you propose to sell: 7. Will you sell the securities privately or on an exchange or market? If on an exchange or market, provide the name. Warning It is an offence to submit information that, in a material respect and in light of the circumstances in which it is submitted, is misleading or untrue. 815 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Certificate I certify that: (1) I have no knowledge of a material fact or material change with respect to the issuer of the securities that has not been generally disclosed; and (2) the information given in this form is true and complete. Date:___________________ ________________________________________ Your name (Selling security holder) ________________________________________ Your signature (or if a company, the signature of your authorized signatory) ________________________________________ Name of your authorized signatory INSTRUCTIONS: File this form with the securities regulatory authority or regulator in each jurisdiction where you sell securities and with the Canadian exchange on which the securities are listed. If the securities are being sold on an exchange, the form should be filed in every jurisdiction across Canada. Notice to selling security holders - collection and use of personal information The personal information required in this form is collected for and used by the listed securities regulatory authorities or regulators to administer and enforce securities legislation in their jurisdictions. This form is publicly available by authority of National Instrument 45-102 and the securities legislation in each of the jurisdictions. The personal information collected will not be used or disclosed other than for the stated purposes without first obtaining your consent. Corporate filers should seek the consent of any individuals whose personal information appears in this form before filing this form. If you have questions about the collection and use of your personal information, or the personal information of your authorized signatory, contact any of the securities regulatory authorities or regulators listed below. British Columbia Securities New Brunswick Securities Commission Commission P.O. Box 10142, Pacific Centre 85 Charlotte Street, Suite 300Saint 701 West Georgia Street John, New Brunswick E2L 2J2 Vancouver, BC V7Y 1L2 Telephone: (506) 658-3060 Attention: Assistant Manager, Financial Toll Free in New Brunswick Reporting 1-866-933-2222 Telephone: (604) 899-6805 or (800) Facsimile: (506) 658-3059 373-6393 (in B.C.) Facsimile: (604) 899-6506 Alberta Securities Commission Nova Scotia Securities Commission 4th Floor, 300 - 5th Avenue SW 2nd Floor, Joseph Howe Building Calgary, AB T2P 3C4 1690 Hollis Street Attention: Information Officer Halifax, NS B3J 3J9 Telephone: (403) 297-6454 Attention: Corporate Finance Facsimile: (403) 297-6156 Telephone: (902) 424-7768 Facsimile: (902) 424-4625 816 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Saskatchewan Financial Services Prince Edward Island Securities Commission Office Securities Division 95 Rochford Street, P.O. Box 2000 601 - 1919 Saskatchewan Drive Charlottetown, Prince Edward Island Regina, SK S4P 4H2 C1A 7N8 Attention: Deputy Director, Legal/ Telephone: (902) 368-4569 Registration Facsimile: (902) 368-5283 Telephone: (306) 787-5879 Facsimile: (306) 787-5899 Ontario Securities Commission Securities Commission Of Suite 1903, Box 55 Newfoundland and Labrador 20 Queen Street West P.O. Box 8700 Toronto, ON M5H 3S8 2nd Floor, West Block Attention: Administrative Support Clerk Confederation Building Telephone: (416) 593-3684 75 O’Leary Avenue Toll free in Canada: 1-877-785-1555 St. John’s, NFLD A1B 4J6 Facsimile: (416) 593-8122 Attention: Director of Securities Telephone: (709) 729-4189 Facsimile: (709) 729-6187 Autorité des marchés financiers Government of Yukon Tour de la Bourse Department of Community Services 800 square Victoria Law Centre, 3rd Floor C.P. 246, 22e étage 2130 Second Avenue Montréal, Québec H4Z 1G3 Whitehorse, YT Y1A 5H6 Attention: Responsable de l’accès à Telephone: (867) 667-5314 l’information Facsimile: (867) 393-6251 Telephone: (514) 395-0337 Toll free: 1-877-525-0337 Facsimile: (514) 873-6155 (For filing purposes only) Facsimile: (514) 864-6381 (For privacy requests only) www.lautorite.qc.ca Government of the Northwest Department of Justice, Nunavut Territories Legal Registries Division Office of the Superintendent of P.O. Box 1000 - Station 570 Securities 1st Floor, Brown Building Deputy Superintendent, Legal & Iqaluit, NT X0A 0H0 Enforcement Attention: Director, Legal Registries PO Box 1320 Division Yellowknife, NT X1A 2L9 Telephone: (867) 975-6190 Tel: (867) 920-8984 Facsimile: (867) 975-6194 Fax: (867) 873-0243 16 Apr 2004 SR 14/2004 s9; 23 Sep 2005 SR 100/2005 s8; 2 Oct 2009 SR 81/2009 s7; 8 May 2015 SR 43/2015 s7; 31 Dec 2015 SR 108/2015 s7; 29 Apr 2016 SR 34/2016 s3; 3 Mar 2017 SR 12/2017 s4; 1 Jne 2018 SR 39/2018 s3; 29 Oct 2021 SR 113/2021 s5; 10 Feb 2023 SR 3/2023 s4; 30 Jne 2023 SR 47/2023 s11. 817 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XXII (Clause 2(v)) NATIONAL INSTRUMENT 21‑101 MARKETPLACE OPERATION PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions – In this Instrument: “accounting principles” means accounting principles as defined in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards; “alternative trading system”: (a) in every jurisdiction other than Ontario, means a marketplace that: (i) is not a recognized quotation and trade reporting system or a recognized exchange; and (ii) does not: (A) require an issuer to enter into an agreement to have its securities traded on the marketplace; (B) provide, directly, or through one or more subscribers, a guarantee of a two-sided market for a security on a continuous or reasonably continuous basis; (C) set requirements governing the conduct of subscribers, other than conduct in respect of the trading by those subscribers on the marketplace; and (D) discipline subscribers other than by exclusion from participation in the marketplace; and (b) in Ontario has the meaning set out in subsection 1(1) of the Securities Act (Ontario); “ATS” means an alternative trading system; “corporate debt security” means a debt security issued in Canada by a company or corporation that is not listed on a recognized exchange or quoted on a recognized quotation and trade reporting system or listed on an exchange or quoted on a quotation and trade reporting system that has been recognized for the purposes of this Instrument and NI 23-101, and does not include a government debt security; “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 this Instrument and NI 23-101; “foreign exchange-traded security” means a security that is listed on an exchange, or quoted on a quotation and trade reporting system, outside of Canada that is regulated by an ordinary member of the International Organization of Securities Commissions and is not listed on an exchange or quoted on a quotation and trade reporting system in Canada; 818 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “government debt security” means: (a) a debt security issued or guaranteed by the government of Canada, or any province or territory of Canada; (b) a debt security issued or guaranteed by any municipal corporation or municipal body 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 to be collected by or through the municipality in which the property is situated; (c) a debt security issued or guaranteed by a Crown corporation or public body in Canada; (d) in Ontario, a debt security of any school board in Ontario or of a corporation established under section 248(1) of the Education Act (Ontario); or (e) in Québec, a debt security of the Comité de gestion de la taxe scolaire de l’île de Montréal; that is not listed on a recognized exchange or quoted on a recognized quotation and trade reporting system or listed on an exchange or quoted on a quotation and trade reporting system that has been recognized for the purposes of this Instrument and NI 23-101; “IIROC” means the Investment Industry Regulatory Organization of Canada; “information processor” (a) in every jurisdiction except for British Columbia, means any person or company that receives and provides information under this Instrument and has filed Form 21-101F5 and, (b) in British Columbia, means a person or company that is designated as an information processor for the purposes of this Instrument; “inter-dealer bond broker” means a person or company that is approved by the IIROC under IIROC Rule 36 Inter-Dealer Bond Brokerage Systems, as amended, and is subject to IIROC Rule 36 and IIROC Rule 2100 Inter-Dealer Bond Brokerage Systems, as amended; “marketplace”: (a) in every jurisdiction other than Ontario, means: (i) an exchange; (ii) a quotation and trade reporting system; (iii) a person or company not included in clause (i) or (ii) that: (A) constitutes, maintains or provides a market or facility for bringing together buyers and sellers of securities; (B) brings together the orders for securities of multiple buyers and sellers; and (C) 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 819 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (iv) a dealer that executes a trade of an exchange-traded security outside of a marketplace, but does not include an inter-dealer bond broker, and (b) in Ontario has the meaning set out in subsection 1(1) of the Securities Act (Ontario); “marketplace participant” means a member of an exchange, a user of a quotation and trade reporting system, or a subscriber of an ATS; “member” means, for a recognized exchange, a person or company: (a) holding at least one seat on the exchange; or (b) that has been granted direct trading access rights by the exchange and is subject to regulatory oversight by the exchange; and the person or company’s representatives; “NI 23-101” means National Instrument 23-101 Trading Rules; “order” means a firm indication by a person or company, acting as either principal or agent, of a willingness to buy or sell a security; “participant dealer” means a participant dealer as defined in Part 1 of National Instrument 23-103 Electronic Trading and Direct Electronic Access to Marketplaces; “private enterprise” means a private enterprise as defined in Part 3 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards; “publicly accountable enterprise” means a publicly accountable enterprise as defined in Part 3 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards; “recognized exchange” means: (a) in Ontario, a recognized exchange as defined in subsection 1(1) of the Securities Act (Ontario); (b) in Québec, an exchange recognized by the securities regulatory authority under securities or derivatives legislation as an exchange or self-regulatory organization; and (c) 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, Ontario and Québec, 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; (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; 820 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b.1) in Ontario, a recognized quotation and trade reporting system as defined in subsection 1(1) of the Securities Act (Ontario); and (c) in Québec, a quotation and trade reporting system recognized by the securities regulatory authority under securities or derivatives legislation as an exchange or a self-regulatory organization; “regulation services provider” means a person or company that provides regulation services and is: (a) a recognized exchange; (b) a recognized quotation and trade reporting system; or (c) a recognized self-regulatory entity; “self-regulatory entity” means a self-regulatory body or self-regulatory organization that: (a) is not an exchange; and (b) is recognized as a self-regulatory body or self-regulatory organization by the securities regulatory authority; “subscriber” means, for an ATS, a person or company that has entered into a contractual agreement with the ATS to access the ATS for the purpose of effecting trades or submitting, disseminating or displaying orders on the ATS, and the person or company’s representatives; “trading fee” means the fee that a marketplace charges for the execution of a trade on that marketplace; “trading volume” means the number of securities traded; “unlisted debt security” means a government debt security or corporate debt security; “user” means, for a recognized quotation and trade reporting system, a person or company that quotes orders or reports trades on the recognized quotation and trade reporting system, and the person or company’s representatives. 28 May 2004 SR 29/2004 s3; 29 Jne 2007 SR 50/2007 s3; 5 Sep 2008 SR 82/2008 s3; 29 Jan 2010 SR 1/2010 s3; 4 Sep 2021 SR 96/2020 s2. 1.2 Interpretation – Marketplace For the purpose of the definition of marketplace in section 1.1, a person or company is not considered to constitute, maintain or provide a market or facilities for bringing together buyers and sellers of securities, solely because the person or company routes orders to a marketplace or a dealer for execution. 1.3 Interpretation – Affiliated Entity, Controlled Entity and Subsidiary Entity (1) In this Instrument, a person or company is considered to be an affiliated entity of another person or company if one is a subsidiary entity of the other or if both are subsidiary entities of the same person or company, or if each of them is a controlled entity of the same person or company. 821 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) In this Instrument, a person or company is considered to be controlled by a person or company if: (a) in the case of a person or company; (i) voting securities of the first-mentioned person or company carrying more than 50 percent of the votes for the election of directors are held, otherwise than by way of security only, by or for the benefit of the other person or company; and (ii) the votes carried by the securities are entitled, if exercised, to elect a majority of the directors of the first-mentioned person or company; (b) in the case of a partnership that does not have directors, other than a limited partnership, the second-mentioned person or company holds more than 50 percent of the interests in the partnership; or (c) in the case of a limited partnership, the general partner is the second- mentioned person or company. (3) In this Instrument, a person or company is considered to be a subsidiary entity of another person or company if: (a) it is a controlled entity of: (i) that other; (ii) that other and one or more persons or companies each of which is a controlled entity of that other; or (iii) two or more persons or companies, each of which is a controlled entity of that other; or (b) it is a subsidiary entity of a person or company that is the other’s subsidiary entity. 1.4 Interpretation – Security (1) In British Columbia, the term “security”, when used in this Instrument, includes an option that is an exchange contract but does not include a futures contract. (2) In Ontario, the term “security”, when used in this Instrument, does not include a commodity futures contract or a commodity futures option that is not traded on a commodity futures exchange registered with or recognized by the Commission under the Commodity Futures Act or the form of which is not accepted by the Director under the Commodity Futures Act. (3) In Québec, the term “security”, when used in this Instrument, includes a standardized derivative as this notion is defined in the Derivatives Act. (4) In Alberta, New Brunswick, Nova Scotia and Saskatchewan, the term “security”, when used in this Instrument, includes an option that is an exchange contract. 1.5 Interpretation - NI 23-101 - Terms defined or interpreted in NI 23-101 and used in this Instrument have the respective meanings ascribed to them in NI 23-101. 17 Feb 2017 SR 3/2017 s4. 822 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 2 APPLICATION 2.1 Application – This Instrument does not apply to a marketplace that is a member of a recognized exchange or a member of an exchange that has been recognized for the purposes of this Instrument and NI 23-101. PART 3 MARKETPLACE INFORMATION 3.1 Initial Filing of Information (1) A person or company must file as part of its application for recognition as an exchange or a quotation and trade reporting system Form 21-101F1. (2) A person or company must not carry on business as an ATS unless it has filed Form 21-101F2 at least 45 days before the ATS begins to carry on business as an ATS. 3.2 Change in Information (1) Subject to subsection (2), a marketplace must not implement a significant change to a matter set out in Form 21-101F1 or in Form 21-101F2 unless the marketplace has filed an amendment to the information provided in Form 21-101F1 or in Form 21-101F2 in the manner set out in the applicable form at least 45 days before implementing the change. (1.1) A marketplace that has entered into an agreement with a regulation services provider under NI 23-101 must not implement a significant change to a matter set out in Exhibit E - Operation of the Marketplace of Form 21-101F1 or Exhibit E - Operation of the Marketplace of Form 21-101F2 as applicable, or Exhibit I - Securities of Form 21-101F1 or Exhibit I - Securities of Form 21-101F2 as applicable, unless the marketplace has provided the applicable exhibit to its regulation services provider at least 45 days before implementing the change. (2) A marketplace must file an amendment to the information provided in Exhibit L - Fees of Form 21-101F1 or Exhibit L - Fees of Form 21-101F2, as applicable, at least 15 business days before implementing a change to the information provided in Exhibit L - Fees. (3) For any change involving a matter set out in Form 21-101 F1 or Form 21-101F2 other than a change referred to in subsection (1) or (2), a marketplace must file an amendment to the information provided in the applicable form by the earlier of: (a) the close of business on the 10th day after the end of the calendar quarter in which the change was made; and (b) if applicable, the time the marketplace discloses the change publicly. (4) The chief executive officer of a marketplace, or an individual performing a similar function, must certify in writing, within 30 days after the end of each calendar year, that the information contained in the marketplace’s current Form 21-101F1 or Form 21-101F2, as applicable, including the description of its operations, is true, correct, and complete and that the marketplace is operating as described in the applicable form. (5) A marketplace must file an updated and consolidated Form 21-101F1 or Form 21-101F2, as applicable, within 30 days after the end of each calendar year. (6) For the purposes of subsection (5), if information in a marketplace’s Form 21-101F1 or Form 21-101F2, as applicable, has not changed since the marketplace filed its most recent Form 21-101F1 or Form 21-101F2 under subsection (5), the marketplace may incorporate that information by reference into its updated and consolidated Form 21-101F1 or Form 21-101F2. 823 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 3.3 Reporting Requirements A marketplace must file Form 21-101F3 within 30 days after the end of each calendar quarter during any part of which the marketplace has carried on business. 3.4 Ceasing to Carry on Business as an ATS (1) An ATS that intends to cease carrying on business as an ATS must file a report on Form 21-101F4 at least 30 days before ceasing to carry on that business. (2) An ATS that involuntarily ceases to carry on business as an ATS must file a report on Form 21-101F4 as soon as practicable after it ceases to carry on that business. 3.5 Forms Filed in Electronic Form A person or company that is required to file a form or exhibit under this Instrument must file that form or exhibit in electronic form. PART 4 MARKETPLACE FILING OF AUDITED FINANCIAL STATEMENTS 4.1 Filing of Initial Audited Financial Statements (1) A person or company must file as part of its application for recognition as an exchange or a quotation and trade reporting system, together with Form 21-101F1, audited financial statements for its latest financial year that: (a) are prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises or IFRS; (b) include notes to the financial statements that identify the accounting principles used to prepare the financial statements; and (c) are audited in accordance with Canadian GAAS or International Standards on Auditing and are accompanied by an unmodified auditor’s report. (2) A person or company must not carry on business as an ATS unless it has filed, together with Form 21-101F2, audited financial statements for its latest financial year. 4.2 Filing of Annual Audited Financial Statements (1) A recognized exchange and a recognized quotation and trade reporting system must file annual audited financial statements within 90 days after the end of its financial year in accordance with subsection 4.1(1). (2) An ATS must file annual audited financial statements. 4.3 Filing of Interim Financial Reports A recognized exchange and a recognized quotation and trade reporting system must file interim financial reports for each interim period, within 60 days after the end of the interim period, prepared in accordance with paragraphs 4.1(1)(a) and (b). PART 5 MARKETPLACE REQUIREMENTS 5.1 Access Requirements (1) A marketplace must not unreasonably prohibit, condition or limit access by a person or company to services offered by it. 824 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) A marketplace must: (a) establish written standards for granting access to each of its services, and (b) keep records of: (i) each grant of access including the reasons for granting access to an applicant, and (ii) each denial or limitation of access, including the reasons for denying or limiting access to an applicant. (3) A marketplace must not: (a) permit unreasonable discrimination among clients, issuers and marketplace participants, or (b) impose any burden on competition that is not reasonably necessary and appropriate. 5.2 No Restrictions on Trading on Another Marketplace – A marketplace must not prohibit, condition, or otherwise limit, directly or indirectly, a marketplace participant from effecting a transaction on any marketplace. 5.3 Public Interest Rules (1) Rules, policies and other similar instruments adopted by a recognized exchange or a recognized quotation and trade reporting system: (a) must not be contrary to the public interest; and (b) must be designed to: (i) ensure compliance with securities legislation; (ii) prevent fraudulent and manipulative acts and practices; (iii) promote just and equitable principles of trade; and (iv) foster co-operation and co-ordination with persons or companies engaged in regulating, clearing, settling, processing information with respect to, and facilitating, transactions in securities. (2) A recognized exchange or a recognized quotation and trade reporting system shall not: (a) permit unreasonable discrimination among clients, issuers and members or among clients, issuers and users; or (b) impose any burden on competition that is not reasonably necessary and appropriate. 5.4 Compliance Rules – A recognized exchange or a recognized quotation and trade reporting system must have rules or other similar instruments that: (a) require compliance with securities legislation; and (b) provide appropriate sanctions for violations of the rules or other similar instruments of the exchange or quotation and trade reporting system. 825 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 5.5 Filing of Rules – A recognized exchange or a recognized quotation and trade reporting system must file all rules, policies and other similar instruments, and all amendments thereto. 5.6 Repealed. 21 Sep 2012 SR 61/2012 s2. 5.7 Fair and Orderly Markets A marketplace must take all reasonable steps to ensure that its operations do not interfere with fair and orderly markets. 5.8 Discriminatory Terms A marketplace must not impose terms that have the effect of discriminating between orders that are routed to the marketplace and orders that are entered on that marketplace for execution. 5.9 Risk Disclosure for Trades in Foreign Exchange-Traded Securities (1) A marketplace that is trading foreign exchange-traded securities must provide each marketplace participant with disclosure in substantially the following words: ‘The securities traded by or through the marketplace are not listed on an exchange in Canada and may not be securities of a reporting issuer in Canada. As a result, there is no assurance that information concerning the issuer is available or, if the information is available, that it meets Canadian disclosure requirements.’ (2) Before the first order for a foreign exchange-traded security is entered onto the marketplace by a marketplace participant, the marketplace must obtain an acknowledgement from the marketplace participant that the marketplace participant has received the disclosure required in subsection (1). 5.10 Confidential Treatment of Trading Information (1) A marketplace must not release a marketplace participant’s order or trade information to a person or company other than the marketplace participant, a securities regulatory authority or a regulation services provider unless: (a) the marketplace participant has consented in writing to the release of the information, (b) the release of the information is required by this Instrument or under applicable law, or (c) the information has been publicly disclosed by another person or company, and the disclosure was lawful.

(1.1) Despite subsection (1), a marketplace may release a marketplace participant’s order or trade information to a person or company if the marketplace (a) reasonably believes that the information will be used solely for the purpose of capital markets research, 826 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) reasonably believes that if information identifying, directly or indirectly, a marketplace participant or a client of the marketplace participant is released, (i) it is required for the purpose of the capital markets research, and (ii) that the research is not intended for the purpose of (A) identifying a particular marketplace participant or a client of the marketplace participant, or (B) identifying a trading strategy, transactions, or market positions of a particular marketplace participant or a client of the marketplace participant, (c) has entered into a written agreement with each person or company that will receive the order and trade information from the marketplace that provides that (i) the person or company must (A) not disclose to or share any information with any person or company if that information could, directly or indirectly, identify a marketplace participant or a client of the marketplace participant without the marketplace’s consent, other than as provided under subparagraph (ii) below, (B) not publish or otherwise disseminate data or information that discloses, directly or indirectly, a trading strategy, transactions, or market positions of a marketplace participant or a client of the marketplace participant, (C) not use the order and trade information, or provide it to any other person or company, for any purpose other than capital markets research, (D) keep the order and trade information securely stored at all times, (E) keep the order and trade information for no longer than a reasonable period of time after the completion of the research and publication process, and (F) immediately inForm the marketplace of any breach or possible breach of the confidentiality of the information provided, (ii) the person or company may disclose order or trade information used in connection with research submitted to a publication if (A) the information to be disclosed will be used solely for the purposes of verification of the research carried out by the person or company, (B) the person or company must notify the marketplace prior to disclosing the information for verification purposes, and 827 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (C) the person or company must obtain written agreement from the publisher and any other person or company involved in the verification of the research that the publisher or the other person or company will (I) maintain the confidentiality of the information, (II) use the information only for the purposes of verifying the research, (III) keep the information securely stored at all times, (IV) keep the information for no longer than a reasonable period of time after the completion of the verification, and (V) immediately inForm the marketplace of any breach or possible breach of the agreement or of the confidentiality of the information provided, and (iii) the marketplace has the right to take all reasonable steps necessary to prevent or address a breach or possible breach of the confidentiality of the information provided or of the agreement. (1.2) A marketplace that releases a marketplace participant’s order or trade information under subsection (1.1) must (a) promptly inForm the regulator or, in Québec, the securities regulatory authority, in the event the marketplace becomes aware of any breach or possible breach of the confidentiality of the information provided or of the agreement, and (b) take all reasonable steps necessary to prevent or address a breach or possible breach of the confidentiality of the information provided or of the agreement. (2) A marketplace must not carry on business unless it has implemented reasonable safeguards and procedures to protect a marketplace participant’s order or trade information, including: (a) limiting access to order or trade information of marketplace participants to: (i) employees of the marketplace, or (ii) persons or companies retained by the marketplace to operate the system or to be responsible for compliance by the marketplace with securities legislation, and (b) implementing standards controlling trading by employees of the marketplace for their own accounts. (3) A marketplace must not carry on business as a marketplace unless it has implemented adequate oversight procedures to ensure that the safeguards and procedures established under subsection (2) are followed. 828 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 5.11 Management of Conflicts of Interest A marketplace must establish, maintain and ensure compliance with policies and procedures that identify and manage any conflicts of interest arising from the operation of the marketplace or the services it provides. 5.12 Outsourcing If a marketplace outsources any of its key services or systems to a service provider, which includes affiliates or associates of the marketplace, the marketplace must (a) establish and maintain policies and procedures for the selection of service providers to which key services and systems may be outsourced and for the evaluation and approval of such outsourcing arrangements; (b) identify any conflicts of interest between the marketplace and the service provider to which key services or systems are outsourced, and establish and maintain policies and procedures to mitigate and manage such conflicts of interest; (c) enter into a contract with the service provider to which key services or systems are outsourced that is appropriate for the materiality and nature of the outsourced activities and that provides for adequate termination procedures; (d) maintain access to the books and records of the service providers relating to the outsourced activities; (e) ensure that the securities regulatory authorities have access to all data, information and systems maintained by the service provider on behalf of the marketplace for the purposes of determining the marketplace’s compliance with securities legislation; (f) take appropriate measures to determine that service providers to which key services or systems are outsourced establish, maintain and periodically test an appropriate business continuity plan, including a disaster recovery plan; (g) take appropriate measures to ensure that the service providers protect the marketplace participants’ proprietary, order, trade or any other confidential information; and (h) establish processes and procedures to regularly review the performance of the service provider under any such outsourcing arrangement. 5.13 Access Arrangements with a Service Provider If a third party service provider provides a means of access to a marketplace, the marketplace must ensure the third party service provider complies with the written standards for access that the marketplace has established pursuant to paragraph 5.1(2)(a) when providing the access services. PART 6 REQUIREMENTS APPLICABLE ONLY TO ATSs 6.1 Registration – An ATS must not carry on business as an ATS unless: (a) it is registered as a dealer; (b) it is a member of a self-regulatory entity; and (c) it complies with the provisions of this Instrument and NI 23-101. 829 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 6.2 - Registration exemption not available - Except as provided in this Instrument, the registration exemptions applicable to dealers under securities legislation are not available to an ATS. 6.3 Securities Permitted to be Traded on an ATS – An ATS must not execute trades in securities other than: (a) exchange-traded securities; (b) corporate debt securities; (c) government debt securities; or (d) foreign exchange-traded securities. 6.4 Repealed. 21 Sep 2012 SR 61/2012 s2. 6.5 Repealed. 21 Sep 2012 SR 61/2012 s2. 6.6 Repealed. 21 Sep 2012 SR 61/2012 s2. 6.7 Notification of Threshold (1) An ATS must notify the securities regulatory authority in writing if: (a) during at least two of the preceding three months of operation, the total dollar value of the trading volume on the ATS for a month in any type of security is equal to or greater than 10 percent of the total dollar value of the trading volume for the month in that type of security on all marketplaces in Canada, (b) during at least two of the preceding three months of operation, the total trading volume on the ATS for a month in any type of security is equal to or greater than 10 percent of the total trading volume for the month in that type of security on all marketplaces in Canada, or (c) during at least two of the preceding three months of operation, the number of trades on the ATS for a month in any type of security is equal to or greater than 10 percent of the number of trades for the month in that type of security on all marketplaces in Canada. (2) An ATS must provide the notice referred to in subsection (1) within 30 days after the threshold referred to in subsection (1) is met or exceeded. 6.8 Repealed. 21 Sep 2012 SR 61/2012 s2. 6.9 Name – An ATS must not use in its name the word “exchange”, the words “stock market”, the word “bourse” or any derivations of those terms. 6.10 Repealed. 21 Sep 2012 SR 61/2012 s2. 6.11 Risk Disclosure to Non-Registered Subscribers (1) When opening an account for a subscriber that is not registered as a dealer under securities legislation, an ATS must provide that subscriber with disclosure in substantially the following words: Although the ATS is registered as a dealer under securities legislation, it is a marketplace and therefore does not ensure best execution for its subscribers. 830 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) Before the first order submitted by a subscriber that is not registered as a dealer under securities legislation is entered onto the ATS by the subscriber, the ATS must obtain an acknowledgement from that subscriber that the subscriber has received the disclosure required in subsection (1). (3) A marketplace that is subject to subsection (1) must not make the information referred to in that subsection available to any person or company before it makes that information available to an information processor or, if there is no information processor, to an information vendor. 6.12 Repealed. 21 Sep 2012 SR 61/2012 s2. 6.13 Repealed. 21 Sep 2012 SR 61/2012 s2. 28 May 2004 SR 29/2004 s3; 29 Jne 2007 SR 50/2007 s3; 21 Sep 2012 SR 61/2012 s3; 23 Oct 2015 SR 90/2015 s3; 4 Sep 2020 SR 99/2020 s2. PART 7 INFORMATION TRANSPARENCY REQUIREMENTS FOR MARKETPLACES DEALING IN EXCHANGE-TRADED SECURITIES AND FOREIGN EXCHANGE-TRADED SECURITIES 7.1 Pre-Trade Information Transparency – Exchange-Traded Securities (1) A marketplace that displays orders of exchange-traded securities to a person or company must provide accurate and timely information regarding orders for the exchange-traded securities displayed by the marketplace to an information processor as required by the information processor or, if there is no information processor, to an information vendor that meets the standards set by a regulation services provider. (2) Subsection (1) does not apply if the marketplace only displays orders to its employees or to persons or companies retained by the marketplace to assist in the operation of the marketplace and if the orders posted on the marketplace meet the size threshold set by a regulation services provider. (3) A marketplace that is subject to subsection (1) must not make the information referred to in that subsection available to any person or company before it makes that information available to an information processor or, if there is no information processor, to an information vendor. 7.2 Post-Trade Information Transparency - Exchange-Traded Securities (1) A marketplace must provide accurate and timely information regarding trades for exchange-traded securities executed on the marketplace to an information processor as required by the information processor or, if there is no information processor, to an information vendor that meets the standards set by a regulation services provider. (2) A marketplace that is subject to subsection (1) must not make the information referred to in that subsection available to any person or company before it makes that information available to an information processor or, if there is no information processor, to an information vendor. 831 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 7.3 Pre-Trade Information Transparency – Foreign Exchange-Traded Securities (1) A marketplace that displays orders of foreign exchange-traded securities to a person or company must provide accurate and timely information regarding orders for the foreign exchange-traded securities displayed by the marketplace to an information vendor. (2) Subsection (1) does not apply if the marketplace only displays orders to its employees or to persons or companies retained by the marketplace to assist in the operation of the marketplace and if the orders posted on the marketplace meet the size threshold set by a regulation services provider. 7.4 Post-trade Information Transparency – Foreign Exchange-Traded Securities – A marketplace must provide accurate and timely information regarding trades for foreign exchange-traded securities executed on the marketplace to an information vendor. 7.5 Consolidated Feed – Exchange-Traded Securities – An information processor must produce an accurate consolidated feed in real-time showing the information provided to the information processor under sections 7.1 and 7.2. 7.6 Compliance with Requirements of an Information Processor – A marketplace that is subject to this Part must comply with the reasonable requirements of the information processor to which it is required to provide information under this Part. 28 May 2004 SR 29/2004 s3; 29 Jne 2007 SR 50/2007 s3; 5 Sep 2008 SR 82/2008 s3; 21 Sep 2012 SR 61/2012 s3; 23 Oct 2015 SR 90/2015 s3. PART 8 INFORMATION TRANSPARENCY REQUIREMENTS FOR PERSONS AND COMPANIES DEALING IN UNLISTED DEBT SECURITIES 8.1 Pre-Trade and Post-Trade Information Transparency Requirements – Government Debt Securities (1) A marketplace that displays orders of government debt securities to a person or company must provide to an information processor accurate and timely information regarding orders for government debt securities displayed by the marketplace, as required by the information processor. (2) Subsection (1) does not apply if the marketplace only displays orders to its employees or to persons or companies retained by the marketplace to assist in the operation of the marketplace. (3) Repealed. 4 Sep 2020 SR 96/2020 s2. (4) An inter-dealer bond broker must provide to an information processor accurate and timely information regarding orders for government debt securities executed through the inter-dealer bond broker, as required by the information processor. 832 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (5) A person or company must provide to an information processor accurate and timely information regarding trades in government debt securities executed by or through the person or company, as required by the information processor. 8.2 Pre-Trade and Post-Trade Information Transparency Requirements – Corporate Debt Securities (1) A marketplace that displays orders of corporate debt securities to a person or company must provide to an information processor accurate and timely information regarding orders for corporate debt securities displayed by the marketplace, as required by the information processor. (2) Subsection (1) does not apply if the marketplace only displays orders to its employees or to persons or companies retained by the marketplace to assist in the operation of the marketplace. (3) A person or company must provide to an information processor accurate and timely information regarding trades in corporate debt securities executed by or through the person or company, as required by the information processor. (4) Repealed. 4 Sep 2020 SR 96/2020 s2. (5) Repealed. 4 Sep 2020 SR 96/2020 s2. 8.3 Consolidated Feed - Unlisted Debt Securities – An information processor must produce accurate consolidated information on a timely basis showing the information provided to the information processor under sections 8.1 and 8.2. 8.4 Compliance with Requirements of an Information Processor – A person or company that is subject to this Part must comply with the reasonable requirements of the information processor to which it is required to provide information under this Part. 8.5 Repealed. 21 Sep 2012 SR 61/2012 s3. 8.6 Exemption for Government Debt Securities – Section 8.1 does not apply until January 1, 2018. 28 May 2004 SR 29/2004 s3; 29 Jne 2007 SR 50/2007 s3; 5 Sep 2008 SR 82/2008 s3; 21 Sep 2012 SR 61/2012 s3; 5 Dec 2014 SR 94/2014 s3; 23 Oct 2015 SR 90/2015 s3; 4 Sep 2020 SR 96/2020 s2. PART 9 MARKET INTEGRATION FUNCTION FOR MARKETPLACES Repealed. 28 May 2004 SR 29/2004 s3. PART 10 TRANSPARENCY OF MARKETPLACE OPERATIONS 10.1 Disclosure by Marketplaces A marketplace must publicly disclose, on its website, information reasonably necessary to enable a person or company to understand the marketplace’s operations or services it provides, including, but not limited to, information related to (a) all fees, including any listing, trading, data, co-location and routing fees charged by the marketplace, an affiliate or by a party to which services have directly or indirectly been outsourced or which directly or indirectly provides those services, 833 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) how orders are entered, interact and execute, (c) all order types, (d) access requirements, (e) the policies and procedures that identify and manage any conflicts of interest arising from the operation of the marketplace or the services it provides, (f) any referral arrangements between the marketplace and service providers, (g) where routing is offered, how routing decisions are made, (h) when indications of interest are disseminated, the information disseminated and the types of recipients of such indications of interest, (i) any access arrangements with a third party service provider, including the name of the third party service provider and the standards for access to be complied with by the third party service provider, and (j) the hours of operation of any testing environments provided by the marketplace, a description of any differences between the testing environment and production environment of the marketplace and the potential impact of these differences on the effectiveness of testing, and any policies and procedures relating to a marketplace’s use of uniform test symbols for purposes of testing in its production environment. 10.2 Repealed. 28 May 2004 SR 29/2004 s3. 10.3 Repealed. 21 Sep 2012 SR 61/2012 s3. 28 May 2004 SR 29/2004 s3; 5 Sep 2008 SR 82/2008 s3; 29 Jan 2010 SR 1/2010 s3; 29 Jan 2010 SR 1/2010 s3; 21 Sep 2012 SR 61/2012 s3; 23 Oct 2015 SR 90/2015 s3. PART 11 RECORD KEEPING REQUIREMENTS FOR MARKETPLACES 11.1 Business Records – A marketplace must keep such books, records and other documents as are reasonably necessary for the proper recording of its business in electronic form. 11.2 Other Records (1) As part of the records required to be maintained under section 11.1, a marketplace must include the following information in electronic form: (a) a record of all marketplace participants who have been granted access to trading in the marketplace; (b) daily trading summaries for the marketplace including: (i) a list of securities traded; 834 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ii) transaction volumes; (A) for securities other than debt securities, expressed as the number of issues traded, number of trades, total unit volume and total dollar value of trades and, if the price of the securities traded is quoted in a currency other than Canadian dollars, the total value in that other currency; and (B) for debt securities, expressed as the number of trades and total dollar value traded and, if the price of the securities traded is quoted in a currency other than Canadian dollars, the total value in that other currency; (c) a record of each order which must include: (i) the order identifier assigned to the order by the marketplace; (ii) the marketplace participant identifier assigned to the marketplace participant transmitting the order; (iii) the identifier assigned to the marketplace where the order is received or originated; (iv) each unique client identifier assigned to a client accessing the marketplace using direct electronic access; (v) the type, issuer, class, series and symbol of the security; (vi) the number of securities to which the order applies; (vii) the strike date and strike price, if applicable; (viii) whether the order is a buy or sell order; (ix) whether the order is a short sale order, if applicable; (x) whether the order is a market order, limit order or other type of order, and if the order is not a market order, the price at which the order is to trade; (xi) the date and time the order is first originated or received by the marketplace; (xii) whether the account is a retail, wholesale, employee, proprietary or any other type of account; (xiii) the date and time the order expires; (xiv) whether the order is an intentional cross; (xv) whether the order is a jitney and if so, the identifier of the underlying broker; (xvi) the currency of the order; (xvii) whether the order is routed to another marketplace for execution, and the date, time and name of the marketplace to which the order was routed; and 835 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (xviii) whether the order is a directed-action order, and whether the marketplace marked the order as a directed-action order or received the order marked as a directed-action order, and (d) in addition to the record maintained in accordance with paragraph (c), all execution report details of orders, including: (i) the identifier assigned to the marketplace where the order was executed; (ii) whether the order was fully or partially executed; (iii) the number of securities bought or sold; (iv) the date and time of the execution of the order; (v) the price at which the order was executed; (vi) the identifier assigned to the marketplace participant on each side of the trade; (vii) whether the transaction was a cross; (viii) time-sequenced records of all messages sent to or received from an information processor, an information vendor or a marketplace; (ix) the marketplace trading fee for each trade; and (x) each unique client identifier assigned to a client accessing the marketplace using direct electronic access. (2) Repealed. 5 Sep 2008 SR 82/2008 s3. (3) Repealed. 5 Sep 2008 SR 82/2008 s3. 28 May 2004 SR 29/2004 s3; 29 Jne 2007 SR 50/2007 s3; 5 Sep 2008 SR 82/2008 s3; 21 Sep 2012 SR 61/2012 s3; 23 Oct 2015 SR 90/2015 s3. 11.2.1 Transmission in Electronic Form - A marketplace must transmit: (a) to a regulation services provider, if it has entered into an agreement with a regulation services provider in accordance with NI 23-101, the information required by the regulation services provider within ten business days, in electronic form and in the manner requested by the regulation services provider, and (b) to the securities regulatory authority the information required by the securities regulatory authority under securities legislation within ten business days, in electronic form and in the manner requested by the securities regulatory authority. 5 Sep 2008 SR 82/2008 s3; 23 Oct 2015 SR 90/2015 s3. 836 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 11.3 Record Preservation Requirements (1) For a period of not less than seven years from the creation of a record referred to in this section, and for the first two years in a readily accessible location, a marketplace must keep: (a) all records required to be made under sections 11.1 and 11.2; (b) at least one copy of its standards for granting access to trading, if any, all records relevant to its decision to grant, deny or limit access to a person or company and, if applicable, all other records made or received by the marketplace in the course of complying with section 5.1; (c) at least one copy of all records made or received by the marketplace in the course of complying with sections 12.1 and 12.4, including all correspondence, memoranda, papers, books, notices, accounts, reports, test scripts, test results, and other similar records; (d) all written notices provided by the marketplace to marketplace participants generally, including notices addressing hours of system operations, system malfunctions, changes to system procedures, maintenance of hardware and software, instructions pertaining to access to the marketplace and denials of, or limitation to, access to the marketplace; (e) the acknowledgement obtained under subsection 5.9(2) or 6.11(2); (f) a copy of the agreement referred to in section 8.4 of NI 23-101; (g) a copy of any agreement referred to in subsections 13.1(2) and 13.1(3); (h) a copy of any agreement referred to in section 5.10; and (i) a copy of any agreement referred to in paragraph 5.12(c). (2) During the period in which a marketplace is in existence, the marketplace must keep: (a) all organizational documents, minute books and stock certificate books; (b) copies of all forms filed under Part 3; and (c) in the case of an ATS, copies of all notices given under section 6.7 (d) Repealed. 21 Sep 2012 SR 61/2012 s3. 28 May 2004 SR 29/2004 s3; 21 Sep 2012 SR 61/2012 s3; 23 Oct 2015 SR 90/2015 s3. 11.4 Repealed. 21 Sep 2012 SR 61/2012 s3. 11.5 Synchronization of Clocks 837 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (1) A marketplace trading exchange-traded securities or foreign exchange traded securities, an information processor receiving information about those securities and a dealer trading those securities must synchronize the clocks used for recording or monitoring the time and date of any event that must be recorded under this Part and under NI 23-101 with the clock used by a regulation services provider monitoring the activities of marketplaces and marketplace participants trading those securities. (2) A marketplace trading corporate debt securities or government debt securities, an information processor receiving information about those securities, a dealer trading those securities and an inter-dealer bond broker trading those securities must synchronize the clocks used for recording or monitoring the time and date of any event that must be recorded under this Part and under NI 23-101. 29 Jan 2010 SR 1/2010 s3; 21 Sep 2012 SR 61/2012 s3; 23 Oct 2015 SR 90/2015 s3. PART 12 MARKETPLACE SYSTEMS AND BUSINESS CONTINUITY PLANNING 12.1 System Requirements – For each system, operated by or on behalf of the marketplace, that supports order entry, order routing, execution, trade reporting, trade comparison, data feeds, market surveillance and trade clearing, a marketplace must: (a) develop and maintain: (i) adequate internal controls over those systems, and (ii) adequate information technology general controls, including without limitation, controls relating to information systems operations, information security, cyber resilience, change management, problem management, network support and system software support, (b) in accordance with prudent business practice, on a reasonably frequent basis and, in any event, at least annually: (i) make reasonable current and future capacity estimates, (ii) conduct capacity stress tests to determine the processing capability of those systems to perform in an accurate, timely and efficient manner, (c) promptly notify the regulator or, in Québec, the securities regulatory authority and, if applicable, its regulation services provider, of any systems failure, malfunction, delay or security incident and that is material and provide timely updates on the status of the failure, malfunction, delay or security incident, the resumption of service and the results of the marketplace’s internal review of the failure, malfunction, delay or security incident; and (d) keep a record of any systems failure, malfunction, delay or security incident and identify whether or not it is material. 12.1.1 Auxiliary Systems - For each system that shares network resources with one or more of the systems, operated by or on behalf of the marketplace, that supports order entry, order routing, execution, trade reporting, trade comparison, data feeds, market surveillance and trade clearing, that, if breached, would pose a security threat to one or more of the previously mentioned systems, a marketplace must 838 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) develop and maintain adequate information security controls that relate to the security threats posed to any system that supports order entry, order routing, execution, trade reporting, trade comparison, data feeds, market surveillance and trade clearing, (b) promptly notify the regulator, or in Québec, the securities regulatory authority and, if applicable, its regulation services provider, of any security incident that is material and provide timely updates on the status of the incident, the resumption of service, where applicable, and the results of the marketplace’s internal review of the security incident, and (c) keep a record of any security incident and identify whether or not it is material. 12.1.2 Vulnerability Assessments – On a reasonably frequent basis and, in any event, at least annually, a marketplace must engage one or more qualified parties to perform appropriate assessments and testing to identify security vulnerabilities and measure the effectiveness of information security controls that assess the marketplace’s compliance with paragraphs 12.1(a) and 12.1.1(a). 12.2 System Reviews (1) On a reasonably frequent basis and, in any event, at least annually, a marketplace must engage one or more qualified external auditors to conduct an independent systems review and prepare a report in accordance with established audit standards and best industry practices that assesses the marketplace’s compliance with (a) paragraph 12.1(a), (b) section 12.1.1, and (c) section 12.4. (2) A marketplace must provide the report resulting from the review conducted under subsection (1) to: (a) its board of directors, or audit committee, promptly upon the report’s completion; and (b) the regulator or, in Québec, the securities regulatory authority, by the earlier of (i) the 30th day after providing the report to its board of directors or the audit committee, and (ii) the 60th day after the report’s completion. 12.3 Availability of Technology Requirements and Testing Facilities (1) A marketplace must make publicly available all technology requirements regarding interfacing with or accessing the marketplace in their final form: (a) if operations have not begun, for at least three months immediately before operations begin; or (b) if operations have begun, for at least three months before implementing a material change to its technology requirements. 839 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) After complying with subsection (1), a marketplace must make available testing facilities for interfacing with or accessing the marketplace: (a) if operations have not begun, for at least two months immediately before operations begin; or (b) if operations have begun, for at least two months before implementing a material change to its technology requirements. (3) A marketplace must not begin operations before (a) it has complied with paragraphs (1)(a) and (2)(a), (b) its regulation services provider, if applicable, has confirmed to the marketplace that trading may commence on the marketplace, and (c) the chief information officer of the marketplace, or an individual performing a similar function, has certified in writing to the regulator, or in Québec, the securities regulatory authority, that all information technology systems used by the marketplace have been tested according to prudent business practices and are operating as designed. (3.1) A marketplace must not implement a material change to the systems referred to in section 12.1 before (a) it has complied with paragraphs (1)(b) and (2)(b), or (b) the chief information officer of the marketplace, or an individual performing a similar function, has certified in writing to the regulator, or in Québec, the securities regulatory authority, that the change has been tested according to prudent business practices and is operating as designed. (4) Subsection (3.1) does not apply to a marketplace if the change must be made immediately to address a failure, malfunction or material delay of its systems or equipment if: (a) the marketplace immediately notifies the regulator, or in Québec, the securities regulatory authority, and, if applicable, its regulation services provider of its intention to make the change; and (b) the marketplace publishes the changed technology requirements as soon as practicable. 12.3.1 Uniform Test Symbols A marketplace must use uniform test symbols, as set by a regulator, or in Québec, the securities regulatory authority, for the purpose of performing testing in its production environment. 12.4 Business Continuity Planning (1) A marketplace must (a) develop and maintain reasonable business continuity plans, including disaster recovery plans, and (b) test its business continuity plans, including disaster recovery plans, according to prudent business practices on a reasonably frequent basis and, in any event, at least annually. 840 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) A marketplace with a total trading volume in any type of security equal to or greater than 10% of the total dollar value of the trading volume in that type of security on all marketplaces in Canada during at least two of the preceding three months of operation must establish, implement, and maintain policies and procedures reasonably designed to ensure that each system, operated by or on behalf of the marketplace, that supports order entry, order routing, execution, trade reporting, trade comparison, data feeds, and trade clearing, can resume operations within two hours following the declaration of a disaster by the marketplace. (3) A recognized exchange or quotation and trade reporting system, that directly monitors the conduct of its members or users and enforces requirements set under section 7.1(1) or 7.3(1) of NI 23-101, must establish, implement, and maintain policies and procedures reasonably designed to ensure that each system, operated by or on behalf of the recognized exchange or quotation and trade reporting system, that is critical and supports real-time market surveillance, can resume operations within two hours following the declaration of a disaster at the primary site by the exchange or quotation and trade reporting system. (4) A regulation services provider, that has entered into a written agreement with a marketplace to conduct market surveillance for the marketplace, must establish, implement, and maintain policies and procedures reasonably designed to ensure that each system, operated by or on behalf of the regulation services provider, that is critical and supports real-time market surveillance can resume operations within two hours following the declaration of a disaster at the primary site by the regulation services provider. 12.4.1 Industry-Wide Business Continuity Tests A marketplace, recognized clearing agency, information processor, and participant dealer must participate in all industry-wide business continuity tests, as determined by a regulation services provider, regulator, or in Québec, the securities regulatory authority. 29 Jan 2010 SR 1/2010 s3; 21 Sep 2012 SR 61/2012 s3; 23 Oct 2015 SR 90/2015 s3; 4 Sep 2020 SR 99/2020 s2. PART 13 CLEARING AND SETTLEMENT 13.1 Clearing and Settlement (1) All trades executed on a marketplace must be reported to and settled through a clearing agency. (2) For a trade executed through an ATS by a subscriber that is registered as a dealer under securities legislation, the ATS and its subscriber must enter into an agreement that specifies whether the trade must be reported to a clearing agency by: (a) the ATS; (b) the subscriber; or (c) an agent for the subscriber that is a clearing member of a clearing agency. 841 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) For a trade executed through an ATS by a subscriber that is not registered as a dealer under securities legislation, an ATS and its subscriber must enter into an agreement that specifies whether the trade must be reported to a clearing agency by: (a) the ATS; or (b) an agent for the subscriber that is a clearing member of a clearing agency. 13.2 Access to Clearing Agency of Choice (1) A marketplace must report a trade in a security to a clearing agency designated by a marketplace participant. (2) Subsection (1) does not apply to a trade in a security that is a standardized derivative or an exchange-traded security that is an option. PART 14 REQUIREMENTS FOR AN INFORMATION PROCESSOR 14.1 Filing Requirements for an Information Processor (1) A person or company that intends to carry on business as an information processor must file Form 21-101F5 at least 90 days before the information processor begins to carry on business as an information processor. (2) Repealed. 21 Sep 2012 SR 61/2012 s3. 14.2 Change in Information (1) At least 45 days before implementing a significant change involving a matter set out in Form 21-101F5, an information processor must file an amendment to the information provided in Form 21-101F5 in the manner set out in Form 21-101F5. (2) If an information processor implements a change involving a matter set out in Form 21-101F5, other than a change referred to in subsection (1), the information processor must, within 30 days after the end of the calendar quarter in which the change takes place, file an amendment to the information provided in Form 21-101F5 in the manner set out in Form 21-101F5. 14.3 Ceasing to Carry on Business as an Information Processor (1) If an information processor intends to cease carrying on business as an information processor, the information processor must file a report on Form 21-101F6 at least 30 days before ceasing to carry on that business. (2) If an information processor involuntarily ceases to carry on business as an information processor, the information processor must file a report on Form 21-101F6 as soon as practicable after it ceases to carry on that business. 14.4 Requirements Applicable to an Information Processor (1) An information processor for exchange-traded securities must enter into an agreement with each marketplace that is required to provide information to the information processor which states that the marketplace will: (a) provide information to the information processor in accordance with Part 7 of this Instrument; and (b) comply with any other reasonable requirements set by the information processor. 842 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) An information processor must provide timely, accurate, reliable and fair collection, processing, distribution and publication of information for orders for, and trades in, securities. (3) An information processor must keep such books, records and other documents as are reasonably necessary for the proper recording of its business. (4) An information processor must establish in a timely manner an electronic connection or changes to an electronic connection to a person or company that is required to provide information to the information processor. (5) An information processor must provide prompt and accurate order and trade information and must not unreasonably restrict fair access to such information. (6) An information processor must file annual audited financial statements within 90 days after the end of its financial year that: (a) are prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises, Canadian GAAP applicable to private enterprises or IFRS; (b) include notes to the financial statements that identify the accounting principles used to prepare the financial statements; and (c) are audited in accordance with Canadian GAAS or International Standards on Auditing and are accompanied by an auditor’s report. (6.1) If an information processor is operated as a division or unit of a person or company, the person or company must file the income statement and the statement of cash flow of the information processor and any other information necessary to demonstrate the financial condition of the information processor within 90 days after the end of the financial year of the person or company. (7) An information processor must file its financial budget within 30 days after the start of a financial year. (7.1) If an information processor is operated as a division or unit of a person or company, the person or company must file the financial budget relating to the information processor within 30 days of the start of the financial year of the person or company. (8) Repealed. 4 Sep 2020 SR 96/2020 s2. (9) Repealed. 4 Sep 2020 SR 96/2020 s2. 14.5 System Requirements – An information processor must: (a) develop and maintain: (i) adequate internal controls over its critical systems, and (ii) adequate information technology general controls, including, without limitation, controls relating to information systems operations, information security, cyber resilience, change management, problem management, network support, and system software support, 843 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) in accordance with prudent business practice, on a reasonably frequent basis and in any event, at least annually: (i) make reasonable current and future capacity estimates for each of its systems, and (ii) conduct capacity stress tests of its critical systems to determine the processing capability of those systems to perform in an accurate, timely and efficient manner, (iii) Repealed. 21 Sep 2012 SR 61/2012 s3. (c) on a reasonably frequent basis and, in any event, at least annually, engage one or more qualified external auditors to conduct an independent systems review and prepare a report in accordance with established audit standards and best industry practices that assesses the information processor’s compliance with paragraph (a) and section 14.6, (d) provide the report resulting from the review conducted under paragraph (c) to: (i) its board of directors or the audit committee promptly upon the report’s completion, and (ii) the regulator or, in Québec, the securities regulatory authority, by the earlier of the 30th day after providing the report to its board of directors or the audit committee and the 60th day after the report’s completion, (e) promptly notify the following of any systems failure, malfunction, delay or security incident that is material and provide timely updates on the status of the failure, malfunction, delay or security incident, the resumption of service, and the results of the information processor’s internal review of the failure, malfunction, delay or security incident: (i) the regulator or, in Québec, the securities regulatory authority, (ii) any regulation services provider, recognized exchange or recognized quotation and trade reporting system monitoring trading of the securities about which information is provided to the information processor, and (f) keep a record of any systems failure, malfunction, delay or security inci- dent and identify whether or not it is material. 14.5.1 Vulnerability Assessments On a reasonably frequent basis and, in any event, at least annually, an information processor must engage one or more qualified parties to perform appropriate assess- ments and testing to identify security vulnerabilities and measure the effectiveness of information security controls that assess the information processor’s compliance with paragraph 14.5(a). 14.6 Business Continuity Planning An information processor must (a) develop and maintain reasonable business continuity plans, including disaster recovery plans, 844 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) test its business continuity plans, including disaster recovery plans, according to prudent business practices and on a reasonably frequent basis and, in any event, at least annually, and (c) establish, implement, and maintain policies and procedures reasonably designed to ensure that its critical systems can resume operations within one hour following the declaration of a disaster by the information processor. 14.7 Confidential Treatment of Trading Information An information processor must not release order and trade information to a person or company other than the person or company that provided this information in accordance with this Instrument or a securities regulatory authority, unless: (a) the release of that information is required by this Instrument or under applicable law, or (b) the information processor received prior approval from the securities regulatory authority. 14.8 Transparency of Operations of an Information Processor An information processor must publicly disclose on its website information reasonably necessary to enable a person or company to understand the information processor’s operations or services it provides including, but not limited to (a) all fees charged by the information processor for the consolidated data, (b) in the case of an information processor for government debt securities or corporate debt securities, (i) the marketplaces that report orders for corporate debt securities or government debt securities to the information processor, as applicable, (ii) the inter-dealer bond brokers that report orders for government debt securities to the information processor, (iii) the persons and companies that report trades in corporate debt securities or government debt securities to the information processor, as applicable, (iv) when trades in each corporate debt security or government debt security, as applicable, must be provided to the information processor by a person or company, (v) when the information provided to the information processor will be publicly disseminated by the information processor, and (vi) the cap on the displayed volume of trades for each corporate debt security or government debt security, as applicable,, (c) access requirements, (d) the policies and procedures to manage conflicts of interest that may arise in the operation of the information processor; and (e) a list of the types of data elements relating to the order and trade information required to be provided under Part 7 or Part 8 of this Instrument. 29 Jan 2010 SR 1/2010 s3; 21 Sep 2012 SR 61/2012 s3; 23 Oct 2015 SR 90/2015 s3; 4 Sep 2020 SR 96/2020 s2; 4 Sep 2020 SR 99/2020 s2. 845 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 15 EXEMPTION 15.1 Exemption (1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption. PART 16 EFFECTIVE DATE 16.1 Effective Date – This Instrument comes into force on December 1, 2001. APPENDIX A TO NATIONAL INSTRUMENT 21‑101 MARKETPLACE OPERATION Repealed. 29 Jne 2007 SR 50/2007 s3.

FORM 21‑101F1 INFORMATION STATEMENT EXCHANGE OR QUOTATION AND TRADE REPORTING SYSTEM Filer:  EXCHANGE  QUOTATION AND TRADE  REPORTING SYSTEM Type of Filing:  INITIAL  AMENDMENT; AMENDMENT No. 1. Full name of exchange or quotation and trade reporting system: 2. Name(s) under which business is conducted, or name of market or facility, if different from item 1: 3. If this filing makes a name change on behalf of the exchange or quotation and trade reporting system in respect of the name set out in item 1 or item 2, enter the previous name and the new name: Previous name: New name: 4. Head office Address: Telephone: Facsimile: 5. Mailing address (if different): 6. Other offices Address: Telephone: Facsimile: 7. Website address: 8. Contact employee 846 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Name and title: Telephone number: Facsimile: E-mail address: 9. Counsel Firm name: Contact name: Telephone number: Facsimile: E-mail address: 10. Market Regulation is being conducted by:  the exchange  the quotation and trade reporting system  regulation services provider other than the filer (see Exhibit M) EXHIBITS File all Exhibits with the Filing. For each Exhibit, include the name of the exchange or quotation and trade reporting system, the date of filing of the Exhibit and the date as of which the information is accurate (if different from the date of the filing). If any Exhibit required is inapplicable, a statement to that effect must be included instead of the Exhibit. Except as provided below, if the filer, recognized exchange or recognized quotation and trade reporting system files an amendment to the information provided in its Filing and the information relates to an Exhibit filed with the Filing or a subsequent amendment, the filer, recognized exchange or recognized quotation and trade reporting system, must, in order to comply with subsection 3.2(1), (2) or (3) of National Instrument 21-101 Marketplace Operation, provide a description of the change and the actual or expected date of the implementation of the change, and file a complete and updated Exhibit. The filer must provide a blacklined version showing changes from the previous filing. If the filer, recognized exchange or recognized quotation and trade reporting system has otherwise filed the information required by the previous paragraph pursuant to section 5.5 of National Instrument 21-101 Marketplace Operation, it is not required to file the information again as an amendment to an Exhibit. However, if supplementary material relating to a filed rule is contained in an Exhibit, an amendment to the Exhibit must also be filed. Exhibit A - Corporate Governance 1. Legal status:  Corporation  Partnership  Sole Proprietorship  Other (specify): 847 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2. Except where the exchange or quotation and trade reporting system is a sole proprietorship, indicate the following: 1. Date (DD/MM/YYYY) of formation. 2. Place of formation. 3. Statute under which exchange or quotation and trade reporting system was organized. 3. Provide a copy of the constating documents (including corporate by-laws), shareholder agreements, partnership agreements and other similar documents, and all subsequent amendments. 4. Provide the policies and procedures to address potential conflicts of interest arising from the operation of the marketplace or the services it provides, including those related to the commercial interest of the marketplace, the interests of its owners and its operators, the responsibilities and sound functioning of the marketplace, and those between the operations of the marketplace and its regulatory responsibilities. Exhibit B - Ownership In the case of an exchange or quotation and trade reporting system that is a corporation, other than an exchange or quotation and trade reporting system that is a reporting issuer, provide a list of the beneficial holders of 10 percent or more of any class of securities of the exchange or quotation and trade reporting system. For each listed security holder, provide the following: 1. Name. 2. Principal business or occupation and title, if any. 3. Ownership interest, including the total number of securities held, the percentage of the exchange or quotation and trade reporting system’s issued and outstanding securities held, and the class or type of security held. 4. Whether the security holder has control (as interpreted in subsection 1.3(2) of National Instrument 21-101 Marketplace Operation). In the case of an exchange or quotation and trade reporting system that is a partnership, sole proprietorship or other type of organization, provide a list of the registered or beneficial holders of the partnership interests or other ownership interests in the exchange or quotation and trade reporting system. For each person or company listed, provide the following: 1. Name. 2. Principal business or occupation and title, if any. 3. Nature of the ownership interest, including a description of the type of partnership interest or other ownership interest. 4. Whether the person or company has control (as interpreted in subsection 1.3(2) of National Instrument 21-101 Marketplace Operation). 848 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Exhibit C - Organization 1. A list of partners, officers, governors, and members of the board of directors and any standing committees of the board, or persons performing similar functions, who presently hold or have held their offices or positions during the previous year, indicating the following for each: 1. Name. 2. Principal business or occupation and title. 3. Dates of commencement and expiry of present term of office or position. 4. Repealed. 4 Sep 2020 SR 99/2020 s2. 5. Repealed. 4 Sep 2020 SR 99/2020 s2. 6. Whether the person is considered to be an independent director. 2. A list of the committees of the board, including their mandates and the Board mandate. Exhibit D - Affiliates 1. For each affiliated entity of the exchange or quotation and trade reporting system provide the name, head office address and describe the principal business of the affiliate. 2. For each affiliated entity of the exchange or quotation and trade reporting system: (i) to which the exchange or quotation and trade reporting system has outsourced any of its key services or systems affecting the market or facility described in Exhibit E - Operations of the Marketplace, including order entry, trading, execution, routing and data; or (ii) with which the exchange or quotation and trade reporting system has any other material business relationship, including loans, cross-guarantees, etc.; provide the following information: 1. Name and address of the affiliate. 2. Repealed. 4 Sep 2020 SR 99/2020 s2. 3. A description of the nature and extent of the contractual and other agreements with the exchange and quotation and trade reporting system, and the roles and responsibilities of the affiliate under the arrangement. 4. A copy of each material contract relating to any outsourced functions or other material relationship. 5. Repealed. 4 Sep 2020 SR 99/2020 s2. 6. Repealed. 4 Sep 2020 SR 99/2020 s2. Where the affiliated entity is incorporated or organized under the laws of a foreign jurisdiction, such financial statements may also be prepared in accordance with a. U.S. GAAP or b. accounting principles of a designated foreign jurisdiction as defined under National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. 849 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Exhibit E - Operations of the Marketplace Describe in detail the manner of operation of the market or facility and its associated functions. This must include, but is not limited to, a description of the following: 1. The structure of the market (e.g., call market, auction market, dealer market). 2. Means of access to the market or facility and services. 3. The hours of operation. 4. A description of the services offered by the marketplace including, but not limited to, order entry, co-location, trading, execution, routing and data. 5. A list of the types of orders offered, including, but not limited to, a description of the features and characteristics of orders. 6. Procedures regarding the entry, display and execution of orders. If indications of interest are used, please describe the information they include and list the types of recipients. 7. Repealed. 4 Sep 2020 SR 99/2020 s2. 8. Repealed. 4 Sep 2020 SR 99/2020 s2. 9. A description of order and trade reporting procedures. 10. A description of procedures for clearance and settlement of transactions. 11. The safeguards and procedures of the marketplace to protect trading information of marketplace participants. 12. Training provided to participants and a copy of any materials provided with respect to systems of the marketplace, the requirements of the marketplace and the rules of the regulation services providers, if applicable. 13. Steps taken to ensure that marketplace participants have knowledge of and comply with the requirements of the marketplace. The filer must provide all policies, procedures and trading manuals related to the operation of the marketplace and, if applicable, the order router. The filer must provide all material contracts related to order routing, execution, trade reporting, trade comparison, data feeds, market surveillance and trade clearing. Exhibit F - Outsourcing Where the exchange or quotation and trade reporting system has outsourced the operation of key services or systems affecting the market or facility described in Exhibit E -Operations of the Marketplace to an arms-length third party, including any function associated with the routing, trading, execution, data, clearing and settlement and, if applicable, surveillance, provide the following information: 850 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 1. Name and address of person or company to which the function has been outsourced. 2. A description of the nature and extent of the contractual or other agreement with the exchange or quotation and trade reporting system and the roles and responsibilities of the arms-length party under the arrangement. 3. A copy of each material contract relating to any outsourced function. 4. A copy of the marketplace’s policies and procedures for the selection of service providers to which key services and systems may be outsourced and for the evaluation and approval of such outsourcing arrangements that are established and maintained pursuant to paragraph 5.12(a) of National Instrument 21-101 Marketplace Operation. 5. A description of any conflicts of interest between the marketplace and the service provider to which key services and systems are outsourced and a copy of the policies and procedures to mitigate and manage such conflicts of interest that have been established pursuant to paragraph 5.12(b) of National Instrument 21-101 Marketplace Operation. 6. A description of the measures the marketplace has taken pursuant to paragraph 5.12(f) of National Instrument 21-101 Marketplace Operation to ensure that the service provider has established, maintains and periodically tests an appropriate business continuity plan, including a disaster recovery plan. 7. A description of the measures the marketplace has taken pursuant to paragraph 5.12(g) of National Instrument 21-101 Marketplace Operation to ensure that the service provider protects the proprietary, order, trade or any other confidential information of the participants of the marketplace. 8. A copy of the marketplace’s processes and procedures to regularly review the performance of a service provider under an outsourcing arrangement that are established pursuant to paragraph 5.12(h) of National Instrument 21-101 Marketplace Operation. Exhibit G - Systems and Contingency Planning General Provide: 1. A high-level description of the marketplace’s systems that support order entry, order routing, execution, trade reporting, trade comparison, data feeds, co-location and if applicable, market surveillance and trade clearing. 2. An organization chart of the marketplace’s information technology group unless otherwise provided as part of the report required by subsection 12.2(1) of National Instrument 21-101 Marketplace Operation. Business Continuity Planning Please provide a description of the marketplace’s business continuity and disaster recovery plans that includes, but is not limited to, information regarding the following: 1. Where the primary processing site is located. 2. What the approximate percentage of hardware, software and network redundancy is at the primary site. 851 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 3. Any uninterruptible power source (UPS) at the primary site. 4. How frequently market data is stored off-site. 5. Any secondary processing site, the location of any such secondary processing site, and whether all of the marketplace’s critical business data is accessible through the secondary processing site. 6. The creation, management, and oversight of the plans, including a description of responsibility for the development of the plans and their ongoing review and updating. 7. Escalation procedures, including event identification, impact analysis, and activation of the plans in the event of a disaster or disruption. 8. Procedures for internal and external communications, including the distribution of information internally, to the securities regulatory authority, and, if appropriate, to the public, together with the roles and responsibilities of marketplace staff for internal and external communications. 9. The scenarios that would trigger the activation of the plans. 10. How frequently the business continuity and disaster recovery plans are tested. 11. Procedures for record keeping in relation to the review and updating of the plans, including the logging of tests and deficiencies. 12. The targeted time to resume operations of critical information technology systems following the declaration of a disaster by the marketplace and the service level to which such systems are to be restored. 13. Any single points of failure faced by the marketplace. Systems Capacity Please provide information regarding: 1. How frequently future market activity is evaluated in order to adjust processing capacity. 2. The approximate excess capacity maintained over average daily transaction volumes. 3. How often or at what point stress testing is performed. Systems Please provide information regarding: 1. Whether the trading engine was developed in-house or by a commercial vendor. 2. Whether the trading engine is maintained in-house or by a commercial vendor and provide the name of the commercial vendor, if applicable. 3. The marketplace’s networks. Please provide a copy of a high-level network diagram of the systems referred to in section 12.1 of National Instrument 21-101 Marketplace Operation, as applicable, together with a description of the external points of contact for the marketplace’s networks. 4. The message protocols supported by the marketplace’s systems. 5. The transmission protocols used by the marketplace’s systems. 852 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) IT Risk Assessment Please describe the IT risk assessment framework, including: 1. How the probability and likelihood of IT threats are considered. 2. How the impact of risks is measured according to qualitative and quantitative criteria. 3. The documentation process for acceptable residual risks with related offsets. 4. The development of management’s action plan to implement a risk response to a risk that has not been accepted. Exhibit H - Custody of Assets 1. If the exchange or quotation and trade reporting system proposes to hold funds or securities of a marketplace participant on a regular basis, a description of the controls that will be implemented to ensure the safety of the funds or securities. 2. If any other person or company, other than the exchange or quotation and trade reporting system, will hold or safeguard funds or securities of a marketplace participant on a regular basis, provide the name of the person or company and a description of the controls that will be implemented to ensure the safety of the funds or securities. Exhibit I - Securities 1. List the types of securities listed on the exchange or quoted on the quotation and trade reporting system. If this is an initial filing, list the types of securities the filer expects to list or quote. 2. List the types of any other securities that are traded on the marketplace or quoted on the quotation and trade reporting system, indicating the exchange(s) on which such securities are listed. If this is an initial filing, list the types of securities the filer expects to trade. Exhibit J - Access to Services 1. A complete set of all forms, agreements or other materials pertaining to access to the services of the marketplace described in Exhibit E item 4, including trading on the exchange or quotation and trade reporting system. 2. Describe the classes of marketplace participants. 3. Describe the exchange or quotation and trade reporting service’s criteria for access to the services of the marketplace. 4. Describe any differences in access to the services offered by the marketplace to different groups or classes of marketplace participants. 5. Describe conditions under which marketplace participants may be subject to suspension or termination with regard to access to the services of the exchange or quotation and trade reporting system. 6. Describe any procedures that will be involved in the suspension or termination of a marketplace participant. 7. Describe the exchange or quotation and trade reporting system’s arrangements for permitting clients of marketplace participants to have access to the marketplace. Provide a copy of any agreements or documentation relating to these arrangements. 853 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Exhibit K - Marketplace Participants Provide an alphabetical list of all marketplace participants, including the following information: 1. Name. 2. Date of becoming a marketplace participant. 3. Describe the type of trading activities engaged in by the marketplace participant (e.g., agency trading, proprietary trading, registered trading, market making). 4. The class of participation or other access. Please identify if the marketplace participant accesses the marketplace through co-location. 5. Provide a list of all persons or entities that were denied or limited access to the marketplace, indicating for each (i) whether they were denied or limited access, (ii) the date the marketplace took such action, (iii) the effective date of such action, and (iv) the nature and reason for any denial or limitation of access. Exhibit L - Fees A description of the fee model and all fees charged by the marketplace, or by a party to which services have been directly or indirectly outsourced, including, but not limited to, fees relating to connecting to the market or facility, access, data, regulation (if applicable), trading, routing, and co-location, how such fees are set, and any fee rebates or discounts and how the rebates and discounts are set. Exhibit M - Regulation Market Regulation is being conducted by:  the exchange or QTRS 1. Provide a description of the regulation performed by the exchange or QTRS, including the structure of the department performing regulation, how the department is funded, policies and procedures in place to ensure confidentiality and the management of conflicts of interest, and policies and procedures relating to conducting an investigation. 2. If more than one entity is performing regulation services for a type of security and the filer is conducting market regulation for itself and its members, provide a copy of the contract between the filer and the regulation services provider providing for co-ordinated monitoring and enforcement under section 7.5 of National Instrument 23-101 Trading Rules.  a regulation services provider other than the filer (provide a copy of the contract between the filer and the regulation services provider) Exhibit N - Acknowledgement The form of acknowledgement required by subsection 5.9(2) of National Instrument 21-101 Marketplace Operation. 854 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) CERTIFICATE OF EXCHANGE OR QUOTATION AND TRADE REPORTING SYSTEM The undersigned certifies that the information given in this report is true and correct. DATED at _______________________ this _____ day of _____________, 20 ____________ _________________________________________________________ (Name of exchange or quotation and trade reporting system) _________________________________________________________ (Name of director, officer or partner - please type or print) _________________________________________________________ (Signature of director, officer or partner) _________________________________________________________ (Official capacity - please type or print) NATIONAL INSTRUMENT 21‑101 FORM 21‑101F2 INFORMATION STATEMENT ALTERNATIVE TRADING SYSTEM TYPE OF FILING:  INFORMATION STATEMENT  AMENDMENT; AMENDMENT No. Identification: 1. Full name of alternative trading system: 2. Name(s) under which business is conducted, if different from item 1: 3. If this filing makes a name change on behalf of the alternative trading system in respect of the name set out in Item 1 or Item 2, enter the previous name and the new name. Previous name: New name: 4. Head office Address: Telephone: Facsimile: 5. Mailing address (if different): 6. Other offices Address: Telephone: Facsimile: 7. Website address: 855 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 8. Contact employee Name and title: Telephone number: Facsimile: E-mail address: 9. Counsel Firm name: Contact name: Telephone number: Facsimile: E-mail address: 10. The ATS is:  a member of _________________________(name of the recognized self-regulatory entity)  a registered dealer 11. If this is an initial operation report, the date the alternative trading system expects to commence operation: 12. The ATS has contracted with [name of regulation services provider] to perform market regulation for the ATS and its subscribers. EXHIBITS File all Exhibits with the Initial Operation Report. For each Exhibit, include the name of the ATS, the date of filing of the Exhibit and the date as of which the information is accurate (if different from the date of the filing). If any Exhibit required is inapplicable, a statement to that effect must be included instead of the Exhibit. If the ATS files an amendment to the information provided in its Initial Operation Report and the information relates to an Exhibit filed with the Initial Operation Report or a subsequent amendment, the ATS must, in order to comply with subsection 3.2(1), (2) or (3) of National Instrument 21-101 Marketplace Operation, provide a description of the change and the actual or expected date of the implementation of the change, and file a complete and updated Exhibit. The ATS must provide a blacklined version showing changes from the previous filing. Exhibit A - Corporate Governance 1. Legal status:  Corporation  Partnership  Sole Proprietorship  Other (specify): 2. Except where the ATS is a sole proprietorship, indicate the following: 1. Date (DD/MM/YYYY) of formation. 2. Place of formation. 856 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3. Statute under which the ATS was organized. 4. Provide a copy of the constating documents (including corporate by-laws), shareholder agreements, partnership agreements and other similar documents, and all subsequent amendments. 5. Provide the policies and procedures to address conflicts of interest arising from the operation of the marketplace or the services it provides, including those related to the commercial interest of the marketplace, the interests of its owners and its operators, and the responsibilities and sound functioning of the marketplace. Exhibit B - Ownership In the case of an ATS that is a corporation, other than an ATS that is a reporting issuer, provide a list of the beneficial holders of 10 percent or more of any class of securities of the ATS. For each listed security holder, provide the following: 1. Name. 2. Principal business or occupation and title, if any. 3. Ownership interest, including the total number of securities held, the percentage of the ATS’s issued and outstanding securities held, and the class or type of security held. 4. Whether the security holder has control (as interpreted in subsection 1.3(2) of National Instrument 21-101 Marketplace Operation). In the case of an ATS that is a partnership, sole proprietorship or other type of organization, provide a list of the registered or beneficial holders of the partnership interests or other ownership interests in the ATS. For each person or company listed, provide the following: 1. Name. 2. Principal business or occupation and title, if any. 3. Nature of the ownership interest, including a description of the type of partnership interest or other ownership interest. 4. Whether the person or company has control (as interpreted in subsection 1.3(2) of National Instrument 21-101 Marketplace Operation). Exhibit C - Organization 1. A list of partners, officers, governors, and members of the board of directors and any standing committees of the board, or persons performing similar functions, who presently hold or have held their offices or positions during the previous year, indicating the following for each: 1. Name. 2. Principal business or occupation and title. 3. Dates of commencement and expiry of present term of office or position. 4. Repealed. 4 Sep 2020 SR 99/2020 s2. 5. Repealed. 4 Sep 2020 SR 99/2020 s2. 6. Whether the person is considered to be an independent director. 2. A list of the committees of the board, including their mandates. 857 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Exhibit D - Affiliates 1. For each affiliated entity of the ATS provide the name, head office address and describe the principal business of the affiliate. 2. For each affiliated entity of the ATS (i) to which the ATS has outsourced any of its key services or systems affecting the market or facility described in Exhibit E - Operations of the Marketplace, including order entry, trading, execution, routing and data; or (ii) with which the ATS has any other material business relationship, including loans, cross-guarantees, etc. provide the following information: 1. Name and address of the affiliate. 2. Repealed. 4 Sep 2020 SR 99/2020 s2. 3. A description of the nature and extent of the contractual and other agreements with the ATS and the roles and responsibilities of the affiliate under the arrangement. 4. A copy of each material contract relating to any outsourced functions or other material relationship. 5. Repealed. 4 Sep 2020 SR 99/2020 s2. Exhibit E - Operations of the Marketplace Describe in detail the manner of operation of the market and its associated functions. This should include, but is not limited to, a description of the following: 1. The structure of the market (e.g., call market, auction market, dealer market). 2. Means of access to the market or facility and services. 3. The hours of operation. 4. A description of the services offered by the marketplace including, but not limited to, order entry, co-location, trading, execution, routing and data. 5. A list of the types of orders offered, including, but not limited to, a description of the features and characteristics of orders. 6. Procedures regarding the entry, display and execution of orders. If indications of interest are used, please describe the information they include and list the types of recipients. 7. Repealed. 4 Sep 2020 SR 99/2020 s2. 8. Repealed. 4 Sep 2020 SR 99/2020 s2. 9. A description of order and trade reporting procedures. 10. A description of procedures for clearance and settlement of transactions. 11. The safeguards and procedures of the marketplace to protect trading information of marketplace participants. 858 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 12. Training provided to participants and a copy of any materials provided both with respect to systems of the marketplace, the requirements of the marketplace, and the rules of the regulation services providers, if applicable. 13. Steps taken to ensure that marketplace participants have knowledge of and comply with the requirements of the marketplace. The filer must provide all policies, procedures and trading manuals related to the operation of the marketplace and, if applicable, the order router. The filer must provide all material contracts relating to order routing, execution, trade reporting, trade comparison, data feeds, market surveillance and trade clearing. Exhibit F - Outsourcing Where the ATS has outsourced the operation of key services or systems affecting the market or facility described in Exhibit E - Operations of the Marketplace to an arms- length third party, including any function associated with routing, trading, execution, clearing and settlement data, and co-location, provide the following information: 1. Name and address of person or company to which the function has been outsourced. 2. A description of the nature and extent of the contractual or other agreement with the ATS and the roles and responsibilities of the arms-length party under the arrangement. 3. A copy of each material contract relating to any outsourced function. 4. A copy of the marketplace’s policies and procedures for the selection of service providers to which key services and systems may be outsourced and for the evaluation and approval of such outsourcing arrangements that are established and maintained pursuant to paragraph 5.12(a) of National Instrument 21-101 Marketplace Operation. 5. A description of any conflicts of interest between the marketplace and the service provider to which key services and systems are outsourced and a copy of the policies and procedures to mitigate and manage such conflicts of interest that have been established pursuant to paragraph 5.12(b) of National Instrument 21-101 Marketplace Operation. 6. A description of the measures the marketplace has taken pursuant to paragraph 5.12(f) of National Instrument 21-101 Marketplace Operation to ensure that the service provider has established, maintains and periodically tests an appropriate business continuity plan, including a disaster recovery plan. 7. A description of the measures the marketplace has taken pursuant to paragraph 5.12(g) of National Instrument 21-101 Marketplace Operation to ensure that the service provider protects the proprietary order, trade or any other confidential information of the participants of the marketplace. 8. A copy of the marketplace’s processes and procedures to regularly review the performance of a service provider under an outsourcing arrangement that are established pursuant to paragraph 5.12(h) of National Instrument 21-101 Marketplace Operation. 859 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Exhibit G - Systems and Contingency Planning General Provide: 1. A high-level description of the marketplace’s systems that support order entry, order routing, execution, trade reporting, trade comparison, data feeds, co-location and if applicable, market surveillance and trade clearing. 2. An organization chart of the marketplace’s information technology group unless otherwise provided as part of the report required by subsection 12.2(1) of National Instrument 21-101 Marketplace Operation. Business Continuity Planning Please provide a description of the marketplace’s business continuity and disaster recovery plans that includes, but is not limited to, information regarding the following: 1. Where the primary processing site is located. 2. What the approximate percentage of hardware, software and network redundancy is at the primary site. 3. Any uninterruptible power source (UPS) at the primary site. 4. How frequently market data is stored off-site. 5. Any secondary processing site, the location of any such secondary processing site, and whether all of the marketplace’s critical business data is accessible through the secondary processing site. 6. The creation, management, and oversight of the plans, including a description of responsibility for the development of the plans and their ongoing review and updating. 7. Escalation procedures, including event identification, impact analysis, and activation of the plans in the event of a disaster or disruption. 8. Procedures for internal and external communications, including the distribution of information internally, to the securities regulatory authority, and, if appropriate, to the public, together with the roles and responsibilities of marketplace staff for internal and external communications. 9. The scenarios that would trigger the activation of the plans. 10. How frequently the business continuity and disaster recovery plans are tested. 11. Procedures for record keeping in relation to the review and updating of the plans, including the logging of tests and deficiencies. 12. The targeted time to resume operations of critical information technology systems following the declaration of a disaster by the marketplace and the service level to which such systems are to be restored. 13. Any single points of failure faced by the marketplace. 860 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Systems Capacity Please provide information regarding: 1. How frequently future market activity is evaluated in order to adjust processing capacity. 2. The approximate excess capacity maintained over average daily transaction volumes. 3. How often or at what point stress testing is performed. Systems Please provide information regarding: 1. Whether the trading engine was developed in-house or by a commercial vendor. 2. Whether the trading engine is maintained in-house or by a commercial vendor and provide the name of the commercial vendor, if applicable. 3. The marketplace’s networks. Please provide a copy of a high-level network diagram of the systems referred to in section 12.1 of National Instrument 21-101 Marketplace Operation, as applicable, together with a description of the external points of contact for the marketplace’s networks. 4. The message protocols supported by the marketplace’s systems. 5. The transmission protocols used by the marketplace’s systems. IT Risk Assessment Please describe the IT risk assessment framework, including: 1. How the probability and likelihood of IT threats are considered. 2. How the impact of risks is measured according to qualitative and quantitative criteria. 3. The documentation process for acceptable residual risks with related offsets. 4. The development of management’s action plan to implement a risk response to a risk that has not been accepted. Exhibit H - Custody of Assets 1. If the ATS proposes to hold funds or securities of a marketplace participant on a regular basis, a description of the controls that will be implemented to ensure the safety of the funds or securities. 2. If any other person or company, other than the ATS, will hold or safeguard funds or securities of a marketplace participant on a regular basis, provide the name of the person or company and a description of the controls that will be implemented to ensure the safety of the funds or securities. Exhibit I - Securities List the types of securities that are traded on the ATS, indicating the exchange(s) on which such securities are listed. If this is an initial filing, list the types of securities the ATS expects to trade. 861 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Exhibit J - Access to Services 1. A complete set of all forms, agreements or other materials pertaining to access to the services of the marketplace described in Exhibit E item 4, including trading on the ATS. 2. Describe the classes of marketplace participants (i.e. dealer, institution or retail). 3. Describe the ATS’s criteria for access to the services of the marketplace. 4. Describe any differences in access to the services offered by the marketplace to different groups or classes of marketplace participants. 5. Describe conditions under which marketplace participants may be subject to suspension or termination with regard to access to the services of the ATS. 6. Describe any procedures that will be involved in the suspension or termination of a marketplace participant. 7. Describe the ATS’s arrangements for permitting clients of marketplace participants to have access to the marketplace. Provide a copy of any agreements or documentation relating to these arrangements. Exhibit K - Marketplace Participants Provide an alphabetical list of all marketplace participants, including the following information: 1. Name. 2. Date of becoming a marketplace participant. 3. Describe the type of trading activities primarily engaged in by the marketplace participant (e.g., agency trading, proprietary trading, registered trading, market making). 4. The class of participation or other access. Please identify if the marketplace participant accesses the marketplace through co-location. 5. Provide a list of all persons or entities that were denied or limited access to the marketplace, indicating for each (i) whether they were denied or limited access, (ii) the date the marketplace took such action, (iii) the effective date of such action, and (iv) the nature and reason for any denial or limitation of access. Exhibit L - Fees A description of the fee model and all fees charged by the marketplace, or by a party to which services have been directly or indirectly outsourced, including, but not limited to, fees relating to connecting to the market or facility, access, data, regulation (if applicable), trading, routing, and co-location, how such fees are set and any fee rebates or discounts and how the rebates and discounts are set. 862 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Exhibit M - Regulation The ATS has contracted with regulation services provider _________________________ to perform market regulation for ATS and its subscribers. Provide a copy of the contract between the filer and the regulation services provider. Exhibit N - Acknowledgement The form of acknowledgement required by subsections 5.9(2) and 6.11(2) of National Instrument 21-101 Marketplace Operation. CERTIFICATE OF ALTERNATIVE TRADING SYSTEM The undersigned certifies that the information given in this report is true and correct. DATED at _______________________ this _____ day of _____________, 20 ____________ _________________________________________________________ (Name of alternative trading system) _________________________________________________________ (Name of director, officer or partner - please type or print) _________________________________________________________ (Signature of director, officer or partner) _________________________________________________________ (Official capacity - please type or print) NATIONAL INSTRUMENT 21‑101 FORM 21‑101F3 QUARTERLY REPORT OF MARKETPLACE ACTIVITIES A. General Marketplace Information 1. Marketplace Name: 2. Period covered by this report: 3. Identification: A. Full name of marketplace (if sole proprietor, last, first and middle name): B. Repealed. 4 Sep 2020 SR 99/2020 s2. C. Repealed. 4 Sep 2020 SR 99/2020 s2. 4. Repealed. 4 Sep 2020 SR 99/2020 s2. 5. Repealed. 4 Sep 2020 SR 99/2020 s2. 6. Repealed. 4 Sep 2020 SR 99/2020 s2. 7. Repealed. 4 Sep 2020 SR 99/2020 s2. 8. Repealed. 23 Oct 2015 SR 90/2015 s30. 863 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 B. Marketplace Activity Information Section 1 -Marketplaces Trading Exchange-Listed Securities 1. Repealed. 4 Sep 2020 SR 99/2020 s2. Chart 1 - Repealed. 4 Sep 2020 SR 99/2020 s2. 2. Repealed. 4 Sep 2020 SR 99/2020 s2. Chart 2 - Repealed. 4 Sep 2020 SR 99/2020 s2. 3. Repealed. 4 Sep 2020 SR 99/2020 s2. Chart 3 - Repealed. 4 Sep 2020 SR 99/2020 s2. 4. Repealed. 4 Sep 2020 SR 99/2020 s2. Chart 4 - Repealed. 4 Sep 2020 SR 99/2020 s2. 5. Repealed. 4 Sep 2020 SR 99/2020 s2. Chart 5 - Repealed. 4 Sep 2020 SR 99/2020 s2. 6. Repealed. 4 Sep 2020 SR 99/2020 s2. Chart 6 - Repealed. 4 Sep 2020 SR 99/2020 s2. 7. Repealed. 23 Oct 2015 SR 90/2015 s3. Section 2 - Fixed Income Marketplaces 1. General trading activity - Provide the details (where appropriate) requested in the form set out in Chart 7 below for each type of fixed income security traded on the marketplace for transactions executed during regular trading hours during the quarter. Enter “None”, “N/A”, or “0” where appropriate. Chart 7 - Fixed income activity Category of Securities Value Traded Number of Trades Domestic Unlisted Debt Securities - Government 1. Federal 2. Federal Agency 3. Provincial and Municipal Domestic Unlisted Debt Securities - Corporate Domestic Unlisted Debt Securities - Other Foreign Unlisted Debt Securities - Government Foreign Unlisted Debt Securities - Corporate Foreign Unlisted Debt Securities - Other 864 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2. Trading by security - Provide the details requested in the form set out in Chart 8 below for each fixed income security traded on the marketplace during regular trading hours during the quarter. Enter “None”, “N/A”, or “0” where appropriate. Chart 8 - Traded fixed income securities Category of Securities Value Traded Number of Trades Domestic Unlisted Debt Securities - Government 1. Federal [Enter issuer, maturity, coupon] 2. Federal Agency [Enter issuer, maturity, coupon] 3. Provincial and Municipal [Enter issuer, maturity, coupon] Domestic Unlisted Debt Securities - Corporate [Enter issuer, maturity, coupon] Domestic Unlisted Debt Securities - Other [Enter issuer, maturity, coupon] Foreign Unlisted Debt Securities - Government [Enter issuer, maturity, coupon] Foreign Unlisted Debt Securities - Corporate [Enter issuer, maturity, coupon] Foreign Unlisted Debt Securities - Other [Enter issuer, maturity, coupon] 3. Repealed. 4 Sep 2020 SR 99/2020 s2. Chart 9 - Repealed. 4 Sep 2020 SR 99/2020 s2. 1 See definition of an Internal and Intentional Cross in Section 1.1 of the Universal Market Integrity Rules. 2 By cancellations, we mean “pure” cancellations, i.e. cancellations that do not result in a new and amended order. 3 Orders executed under ID 001. 865 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Section 3 - Securities Lending Marketplaces 1. General lending activity - Please provide details (where appropriate) requested in the form set out in Chart 10 below for each type of securities loaned on the marketplace. Enter “None”, “N/A”, or “0” where appropriate. Chart 10 - Lending activity Quantity of Securities Lent Aggregate Value of Securities Category of Securities During the Quarter Lent During the Quarter Domestic 1. Corporate Equity Securities 1.1. Common Shares 1.2. Preferred Shares 2. Non-Corporate Equity Securities (e.g. trust units, partnership units, etc.) (please specify) 3. Government Debt Securities 4. Corporate Debt Securities 5. Other Fixed Income Securities (please specify) Foreign 1. Corporate Equity Securities 1.1. Common Shares 1.2. Preferred Shares 2. Non-Corporate Equity Securities (e.g. trust units, partnership units, etc.) (please specify) 3. Government Debt Securities 4. Corporate Debt Securities 5. Other Fixed Income Securities (please specify) 2. Trading by marketplace participant - Provide the details requested in the form set out in Chart 11 and Chart 12 below for the top 10 borrowers and lenders based on their aggregate value of securities borrowed or loaned, respectively, during the quarter. Chart 11 - Concentration of activity by borrower Aggregate Value of Securities Borrowed Borrower Name During the Quarter 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 866 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Chart 12 - Concentration of activity by lender Aggregate Value of Securities Loaned Lender Name During the Quarter 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 3. Lending activity by security - Provide the details requested in the form set out in Chart 13 below for the 10 most loaned securities on the marketplace (based on the quantity of securities loaned during the quarter). Enter “None”, “N/A”, or “0” where appropriate. Chart 13 - Most loaned securities Quantity of Securities Lent Aggregate Value of Securities Category of Securities During the Quarter Lent During the Quarter Domestic 1. Common Shares[Name of Security] 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 2. Preferred Shares [Name of Security] 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 3. Non-Corporate Equity Securities [Name of Security] 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 867 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4. Government Debt Securities [Name of Security] 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 5. Corporate Debt Securities [Name of Security] 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 6. Other Fixed Income Securities [Name of Security] 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Foreign 1. Common Shares [Name of Security] 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 2. Preferred Shares [Name of Security] 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 868 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3. Non-Corporate Equity Securities [Name of Security] 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 4. Government Debt Securities [Name of Security] 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 5. Corporate Debt Securities [Name of Security] 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 6. Other Fixed Income Securities [Name of Security] 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Section 4 - Derivatives Marketplaces in Quebec 1. General trading activity - For each category of product traded on the marketplace, provide the details (where appropriate) requested in the form set out in Chart 14 below. For products other than options on ETFs and equity options, provide the details on a product-by-product basis in the appropriate category. Details for options on ETFs and equity options must be provided on an aggregate basis (one total for options on ETFs and one for options on equities). The information must be provided for transactions executed in the early session, during the regular session, and in the extended session during the quarter. Enter “None”, “N/A”, or “0” where appropriate. 869 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Chart 14 - General trading activity Open Interest Category of Product Volume Number of Trades (Number/End of Quarter) Futures Products 1(a) Interest rate - short term 1(b) Interest rate - long term 2. Index 3. ETF 4. Equity 5. Currency 6. Energy 7. Others, please specify Options Products 1(a) Interest rate - short term 1(b) Interest rate - long term 2. Index 3. ETF 4. Equity 5. Currency 6. Energy 7. Others, please specify 2. Trades resulting from pre-negotiation discussions - Provide the details (where appropriate) requested in the form set out in Chart 15 below by product and for each type of trade resulting from pre-negotiation discussions. For products other than options on ETFs and equity options, provide the details on a product-by- product basis in the appropriate category. Details for options on ETFs and equity options must be provided on an aggregate basis (one total for options on ETFs and one for options on equities). The information must be provided for trades executed in the early session, during the regular session and in the extended session during the quarter. Enter “None”, “N/A”, or “0” where appropriate.

870 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Chart 15 -Trades resulting from pre-negotiation discussions Type of Trade Volume Number of Trades Futures Products A. Cross B. Pre-arranged C. Block D. Exchange for physical E. Exchange for risk F. Riskless basis cross G. Others, please specify Options Products A. Cross B. Pre-arranged C. Block D. Others, please specify 3. Order information - Provide the details (where appropriate) requested in the form set out in Chart 16 below by product and for each type of order in exchange traded contracts executed on the marketplace. For products other than options on ETFs and equity options, provide the details on a product-by-product basis in the appropriate category. Details for options on ETFs and equity options must be provided on an aggregate basis (one total for options on ETFs and one for options on equities).The information must be provided for orders entered in the early session, during the regular session and in the extended session during the quarter. Enter “None”, “N/A”, or “0” where appropriate. Chart 16 - Order information Type of Orders Volume Number of Trades 1. Anonymous 2. Fully transparent 3. Pegged orders 4. Fully hidden 5. Separate dark facility of a transparent market 6. Partially hidden (reserve, for example, iceberg orders) 4. Trading by product - Provide the details requested in the form set out in Chart 17 below. For each product other than options on ETFs and equity options, list the most actively-traded contracts (by volume) on the marketplace that in the aggregate constitute at least 75% of the total volume for each product during the quarter. The list must include at least 3 contracts. For options on ETFs and equity options, list the 10 most actively traded classes by volume. Details for options on ETFs and equity options must be provided on an aggregate basis (one total for options on ETFs and one for options on equities). The information must be provided for trades executed in the early session, during the regular session and in the extended session during the quarter. Enter “None”, “N/A”, or “0” where appropriate. 871 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Chart 17 - Most traded contracts Open Interest Category of Number of Volume (Number/ Product Trades End of Quarter) Futures Products 1. Name of products - 3 most-traded contracts (or more as applicable) 1. 2. 3. Options Products 2. ETF [Classes] 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 3. Equity [Classes] 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 4. Other listed options (specify for each) - 3 most traded contracts (or more as applicable) 1. 2. 3. 5. Concentration of trading by marketplace participant - Provide the details requested in the form set out in Chart 18 below. For each product other than options on ETFs and equity options, list the top marketplace participants whose aggregate trading (by volume) constituted at least 75% of the total volume traded. The list must include at least 3 marketplace participants. For options on ETFs and equity options, provide the top 10 most active marketplace participants (by volume). The information must be provided on an aggregate basis (one total for options on ETFs and one for options on equities). The information must be provided for trades executed in the early session, during the regular session and in the extended session during the quarter. Enter “None”, “N/A”, or “0” where appropriate. 872 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Chart 18 - Concentration of trading by marketplace participant Marketplace Product Name Volume Participant Name Futures Product Name (specify for each) 1. 2. 3. (more if necessary) Options ETF 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Equity 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Other options (specify for each) 1. 2. 3. (more if necessary) 6. Repealed. 23 Oct 2015 SR 90/2015 s3. C. Certificate of Marketplace The undersigned certifies that the information given in this report relating to the marketplace is true and correct. DATED at _______________________ this _____ day of _____________, 20 ____________ _________________________________________________________ (Name of Marketplace) _________________________________________________________ (Name of director, officer or partner - please type or print) _________________________________________________________ (Signature of director, officer or partner) _________________________________________________________ (Official capacity - please type or print) 873 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 NATIONAL INSTRUMENT 21‑101 FORM 21‑101F4 CESSATION OF OPERATIONS REPORT FOR ALTERNATIVE TRADING SYSTEM 1. Identification: A. Full name of alternative trading system (if sole proprietor, last, first and middle name): B. Name(s) under which business is conducted, if different from item 1A: 2. Date alternative trading system proposes to cease carrying on business as an ATS: 3. If cessation of business was involuntary, date alternative trading system has ceased to carry on business as an ATS: 4. Please check the appropriate box: the ATS intends to carry on business as an exchange and has filed Form 21-101F1. the ATS intends to cease to carry on business. the ATS intends to become a member of an exchange. 28 May 2004 SR 29/2004 s3. EXHIBITS File all Exhibits with the Cessation of Operations Report. For each exhibit, include the name of the ATS, the date of filing of the exhibit and the date as of which the information is accurate (if different from the date of the filing). If any Exhibit required is inapplicable, a statement to that effect must be furnished instead of such Exhibit. Exhibit A The reasons for the alternative trading system ceasing to carry on business as an ATS. Exhibit B A list of each of the securities the alternative trading system trades. Exhibit C The amount of funds and securities, if any, held for subscribers by the alternative trading system, or another person or company retained by the alternative trading system to hold funds and securities for subscribers and the procedures in place to transfer or to return all funds and securities to subscribers. 874 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) CERTIFICATE OF ALTERNATIVE TRADING SYSTEM The undersigned certifies that the information given in this report is true and correct. DATED at ________________ this ______ day of _____________, 20 _______ _____________________________________________________________________ (Name of alternative trading system) _____________________________________________________________________ (Name of director, officer or partner – please type or print) _____________________________________________________________________ (Signature of director, officer or partner) _____________________________________________________________________ (Official capacity – please type or print) NATIONAL INSTRUMENT 21‑101 FORM 21‑101F5 INFORMATION STATEMENT INFORMATION PROCESSOR TYPE OF FILING:  INITIAL FORM  AMENDMENT: AMENDMENT No. GENERAL INFORMATION 1. Full name of information processor: 2. Name(s) under which business is conducted, if different from item 1: 3. If this filing makes a name change on behalf of the information processor in respect of the name set out in item 1 or item 2, enter the previous name and the new name: Previous name: New name: 4. Head office Address: Telephone: Facsimile: 5. Mailing address (if different): 875 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 6. Other offices Address: Telephone: Facsimile: 7. Website address: 8. Contact employee Name and title: Telephone number: Facsimile: E-mail address: 9. Counsel Firm name: Contact name: Telephone number: Facsimile: E-mail address: 10. List of all marketplaces, dealers or other parties for which the information processor is acting or for which it proposes to act as an information processor. For each marketplace, dealer or other party, provide a description of the function(s) which the information processor performs or proposes to perform. 11. List all types of securities for which information will be collected, processed, distributed or published by the information processor. For each such marketplace, dealer or other party, provide a list of all securities for which information with respect to quotations for, or transactions in, is or is proposed to be collected, processed, distributed or published. Exhibits File all Exhibits with the Initial Form. For each Exhibit, include the name of the information processor, the date of filing of the Exhibit and the date as of which the information is accurate (if different from the date of the filing). If any Exhibit required is inapplicable, a statement to that effect must be included instead of the Exhibit. If the information processor files an amendment to the information provided in its Initial Form, and the information relates to an Exhibit filed with the Initial Form or a subsequent amendment, the information processor must, in order to comply with sections 14.1 and 14.2 of National Instrument 21-101 Marketplace Operation, provide a description of the change and the actual or expected date of the implementation of the change, and file a complete and updated Exhibit. The information processor must provide a blacklined version showing changes from the previous filing. 876 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Exhibit A - Corporate Governance 1. Legal status:  Corporation  Sole Proprietorship  Partnership  Other (specify): 2. Except where the information processor is a sole proprietorship, indicate the date and place where the information processor obtained its legal status (e.g., place of incorporation, place where partnership agreement was filed or where information processor was formed): 1. Date (DD/MM/YYYY) of formation. 2. Place of formation. 3. Statute under which the information processor was organized. 3. Provide a copy of the constating documents (including corporate by-laws), shareholder agreements, partnership agreements and other similar documents, and all subsequent documents. 4. Provide the policies and procedures which promote independence of the information processor from the marketplaces, inter-dealer bond brokers and dealers that provide data. 5. Provide the policies and procedures which address the potential conflicts of interest between the interests of the information processor and its owners, partners, directors and officers. Exhibit B - Ownership List any person or company who owns 10 percent or more of the information processor’s outstanding shares or who, either directly or indirectly, through agreement or otherwise, in any other manner, may control or direct the management or policies of the information processor. Provide the full name and address of each such person and attach a copy of the agreement or, if there is none written, describe the agreement or basis through which such person exercises or may exercise such control or direction. Exhibit C - Organization 1. A list of the partners, officers, governors, and members of the board of directors and any standing committees of the board, or persons performing similar functions who presently hold or have held their offices or positions during the previous year, identifying those individuals with overall responsibility for the integrity and timeliness of data reported to and displayed by the system (the ‘System’) of the information processor, indicating the following for each: 1. Name. 2. Principal business or occupation and title. 3. Dates of commencement and expiry of present term of office or position. 4. Repealed. 4 Sep 2020 SR 99/2020 s2. 5. Repealed. 4 Sep 2020 SR 99/2020 s2. 877 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 6. Whether the person is considered to be an independent director. 7. A list of the committees of the board, including their mandates. 8. A narrative or graphic description of the organizational structure of the information processor. Exhibit D - Staffing A description of the personnel qualifications for each category of professional, non- professional and supervisory employee employed by the information processor. Detail whether the personnel are employed by the information processor or a third party, identifying the employees responsible for monitoring the timeliness and integrity of data reported to and displayed by the System. Exhibit E - Affiliates For each affiliated entity of the information processor, and for any person or company with whom the information processor has a contractual or other agreement relating to the operations of the information processor, including loans or cross-guarantees, provide the following information: 1. Name and address of person or company. 2. Form of organization (e.g., association, corporation, partnership, etc.). 3. Name of location and statute citation under which organized. 4. Date of incorporation in present form. 5. Description of nature and extent of affiliation and/or contractual or other agreement with the information processor. 6. Description of business or functions of the affiliates. 7. If a person or company has ceased to be an affiliated entity of the information processor during the previous year or ceased to have a contractual or other agreement relating to the operation of the information processor during the previous year, provide a brief statement of the reasons for termination of the relationship. Exhibit F - Services A description in narrative form of each service or function performed by the information processor. Include a description of all procedures utilized for the collection, processing, distribution, validation and publication of information with respect to orders and trades in securities. Exhibit G - System and Operations 1. Describe the manner of operation of the System of the information processor that collects, processes, distributes and publishes information in accordance with National Instrument 21-101 Marketplace Operation and National Instrument 23-101 Trading Rules. This description must include the following: 1. The means of access to the System. 2. Procedures governing entry and display of quotations and orders in the System including data validation processes. 3. A description of any measures used to verify the timeliness and accuracy of information received and disseminated by the System, including the processes to resolve data integrity issues identified. 878 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 4. The hours of operation of the System. 5. A description of the training provided to users of the System and any materials provided to the users. 2. Include a list of all computer hardware utilized by the information processor to perform the services or functions listed in Exhibit F, indicating: 1. Manufacturer, and manufacturer’s equipment and identification number. 2. Whether purchased or leased (if leased, duration of lease and any provisions for purchase or renewal). 3. Where such equipment (exclusive of terminals and other access devices) is physically located. 3. Provide a description of the measures or procedures implemented by the information processor to provide for the security of any system employed to perform the functions of an information processor. This must include a general description of any physical and operational safeguards designed to prevent unauthorized access to the system. 4. Provide a description of all backup systems which are designed to prevent interruptions in the performance of any information providing functions as a result of technical malfunctions or otherwise in the system itself, in any permitted input or output system connection or as a result of any independent source. 5. Describe the business continuity and disaster recovery plans of the information processor, and provide any relevant documentation. 6. List each type of interruption which has lasted for more than two minutes and has occurred within the six (6) months preceding the date of the filing, including the date of each interruption, the cause and duration. Provide the total number of interruptions which have lasted two minutes or less. 7. Describe the procedures for reviewing system capacity, and indicate current and future capacity estimates. 8. Quantify in appropriate units of measure the limits on the information processor’s capacity to receive, collect, process, store or display the data elements included within each function. 9. Identify the factors (mechanical, electronic or other) which account for the current limitations on the capacity to receive, collect, process, store or display the data elements included within each function described in section 8 above. 10. Describe the procedures for conducting stress tests. Exhibit H - Outsourcing Where the information processor has outsourced the operation of any aspect of the services listed in Exhibit F to an arms-length third party, including any function related to the collection, consolidation, and dissemination of data, provide the following information: 1. Name and address of person or company to whom the function has been outsourced. 2. A description of the nature and extent of the contractual or other agreement with the information processor, and the roles and responsibilities of the arms-length third party under the arrangement. 3. A copy of each material contract relating to any outsourced function. 879 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Exhibit I - Financial Viability 1. Provide a business plan with pro forma financial statements and estimates of revenue. 2. Discuss the financial viability of the information processor in the context of having sufficient financial resources to properly perform its functions. Exhibit J - Fees and Revenue Sharing 1. Provide a complete list of all fees and other charges imposed, or to be imposed, by or on behalf of the information processor for its information services. This would include all fees to provide data and fees to receive the data from the information processor. 2. Where arrangements exist to share revenue from the sale of data disseminated by the information processor with marketplaces, inter-dealer bond brokers and dealers that provide data to the information processor in accordance with National Instrument 21-101 Marketplace Operation, provide a complete description of the arrangements and the basis for these arrangements. Exhibit K - Reporting to the Information Processor 1. List all persons and entities that provide data to the information processor in accordance with the requirements of National Instrument 21-101 Marketplace Operation. 2. Provide a complete set of all forms, agreements and other materials pertaining to the provision of data to the information processor. 3. A description of any specifications or criteria required of marketplaces, inter-dealer bond brokers or dealers that provide securities information to the information processor for collection, processing for distribution or publication. Identify those specifications or criteria which limit, are interpreted to limit or have the effect of limiting access to or use of any services provided by the information processor and state the reasons for imposing such specifications or criteria. 4. For each instance during the past year in which any person or entity has been prohibited or limited to provide data by the information processor, indicate the name of each such person or entity and the reason for the prohibition or limitation. Exhibit L - Access to the Services of the Information Processor 1. A list of all persons and entities who presently subscribe or who have notified the information processor of their intention to subscribe to the services of the information processor. 2. The form of contract governing the terms by which persons may subscribe to the services of an information processor. 3. A description of any specifications or criteria which limit, are interpreted to limit or have the effect of limiting access to or use of any services provided by the information processor and state the reasons for imposing such specifications or criteria. This applies to limits relating to providing information to the information processor and the limits relating to accessing the consolidated feed distributed by the information processor. 4. For each instance during the past year in which any person has been prohibited or limited in respect of access to services offered by the information processor, indicate the name of each such person and the reason for the prohibition or limitation. 880 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Exhibit M - Selection of Securities for which Information Must Be Reported to the Information Processor Where the information processor is responsible for making a determination of the data which must be reported, including the securities for which information must be reported in accordance with National Instrument 21-101 Marketplace Operation, describe the manner of selection and communication of these securities. This description must include the following: 1. The criteria used to determine the securities for which information must be reported and the data which must be reported to the information processor. 2. The process for selection of the securities, including a description of the parties consulted in the process and the frequency of the selection process. 3. The process to communicate the securities selected and data to be reported to the marketplaces, inter-dealer bond brokers and dealers providing the information as required by National Instrument 21-101 Marketplace Operation. The description must include where this information is located. CERTIFICATION OF INFORMATION PROCESSOR The undersigned certifies that the information given in this report is true and correct. DATED at _______________________ this _____ day of _____________, 20 ____________ _____________________________________________________________________ (Name of information processor) _____________________________________________________________________ (Name of director, officer or partner – please type or print) _____________________________________________________________________ (Signature of director, officer or partner) _____________________________________________________________________ (Official capacity – please type or print) 881 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 NATIONAL INSTRUMENT 21‑101 FORM 21‑101F6 CESSATION OF OPERATIONS REPORT FOR INFORMATION PROCESSOR 1. Identification: A. Full name of information processor: B. Name(s) under which business is conducted, if different from item 1A: 2. Date information processor proposes to cease carrying on business: 3. If cessation of business was involuntary, date alternative trading system ceased to carry on business: EXHIBITS File all Exhibits with the Cessation of Operations Report. For each Exhibit, include the name of the information processor, the date of filing of the Exhibit and the date as of which the information is accurate (if different from the date of the filing). If any Exhibit required is inapplicable, a statement to that effect must be furnished instead of such Exhibit. Exhibit A The reasons for the information processor ceasing to carry on business. Exhibit B A list of each of the securities the information processor displays. CERTIFICATE OF INFORMATION PROCESSOR The undersigned certifies that the information given in this report is true and correct. DATED at _______________________ this _____ day of _____________, 20 ____________ _____________________________________________________________________ (Name of information processor) _____________________________________________________________________ (Name of director, officer or partner – please type or print) _____________________________________________________________________ (Signature of director, officer or partner) _____________________________________________________________________ (Official capacity – please type or print) 28 May 2004 SR 29/2004 s3; 8 Jly 2011 SR41/2011 s12; 21 Sep 2012 SR 61/2012 s3; 23 Oct 2015 SR 90/2015 s3; 17 Feb 2017 SR 3/2017 s4; 4 Sep 2020 SR 99/2020 s2. 882 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 883 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XXIII (clause 2(w)) NATIONAL INSTRUMENT 23‑101 TRADING RULES PART 1 DEFINITIONS AND INTERPRETATIONS 1.1 Definitions – In this Instrument; “automated trading functionality” means the ability to: (a) immediately allow an incoming order that has been entered on the marketplace electronically to be marked as immediate-or-cancel; (b) immediately and automatically execute an order marked as immediate- or-cancel against the displayed volume; (c) immediately and automatically cancel any unexecuted portion of an order marked as immediate-or-cancel without routing the order elsewhere; (d) immediately and automatically transmit a response to the sender of an order marked as immediate-or-cancel indicating the action taken with respect to the order; and (e) immediately and automatically display information that updates the displayed orders on the marketplace to reflect any change to their material terms; “best execution” means the most advantageous execution terms reasonably available under the circumstances. “calculated-price order” means an order for the purchase or sale of an exchange- traded security, other than an option, that is entered on a marketplace and for which the price of the security: (a) is not known at the time of order entry; and (b) is not based, directly or indirectly, on the quoted price of an exchange- traded security at the time the commitment to execute the order was made; “closing-price order” means an order for the purchase or sale of an exchange- traded security, other than an option, that is: (a) entered on a marketplace on a trading day; and (b) subject to the conditions that: (i) the order be executed at the closing sale price of that security on that marketplace for that trading day; and (ii) the order be executed subsequent to the establishment of the closing price; “directed-action order” means an order for the purchase or sale of an exchange-traded security, other than an option, that: (a) when entered on or routed to a marketplace, is to be immediately: (i) executed against a displayed order with any remainder to be booked or cancelled; or (ii) placed in an order book; 884 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) is marked as a directed-action order; and (c) is entered on or routed to a marketplace: (i) to execute against a best-priced displayed order, or (ii) at the same time that another order is entered on or routed to a marketplace to execute against any protected order with a better price than the entered or routed order; “non-standard order” means an order for the purchase or sale of an exchange- traded security, other than an option, that is entered on a marketplace and is subject to non-standardized terms or conditions related to settlement that have not been set by the marketplace on which the security is listed or quoted; “NI 21-101” means National Instrument 21-101 Marketplace Operation; “protected bid” means a bid for an exchange-traded security, other than an option: (a) that is displayed on a marketplace that provides automated trading functionality and (i) the marketplace meets or exceeds the market share threshold as set for the purposes of this definition by the regulator, or in Québec, the securities regulatory authority; or (ii) if the marketplace is a recognized exchange, the bid is for a security listed by and traded on that recognized exchange; and; (b) about which information is required to be provided pursuant to Part 7 of NI 21-101 to an information processor or, if there is no information processor, to an information vendor that meets the standards set by a regulation services provider; “protected offer” means an offer for an exchange-traded security, other than an option: (a) that is displayed on a marketplace that provides automated trading functionality and (i) the marketplace meets or exceeds the market share threshold as set for the purposes of this definition by the regulator, or in Québec, the securities regulatory authority; or (ii) if the marketplace is a recognized exchange, the offer is for a security listed by and traded on that recognized exchange; and; (b) about which information is required to be provided pursuant to Part 7 of NI 21-101 to an information processor or, if there is no information processor, to an information vendor that meets the standards set by a regulation services provider; “protected order” means a protected bid or protected offer; “trade-through” means the execution of an order at a price that is: (a) in the case of a purchase, higher than any protected offer; or (b) in the case of a sale, lower than any protected bid. 1.2 Interpretation – NI 21-101 – Terms defined or interpreted in NI 21-101 and used in this Instrument have the respective meanings ascribed to them in NI 21-101. 29 Jan 2010 SR 1/2010 s4; 26 Aug 2016 SR 75/2016 s2. 885 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 2 APPLICATION OF THIS INSTRUMENT 2.1 Application of this Instrument - A person or company is exempt from Parts 3, 4 and 5 of this Instrument if the person or company complies with similar requirements established by: (a) a recognized exchange that monitors and enforces the requirements set under subsection 7.1(1) directly; (b) a recognized quotation and trade reporting system that monitors and enforces requirements set under subsection 7.3(1) directly; or (c) a regulation services provider. 28 May 2004 SR 29/2004 s4; 5 Sep 2008 SR 82/2008 s4; 29 Jan 2010 SR 1/2010 s4. PART 3 MANIPULATION AND FRAUD 3.1 Manipulation and Fraud (1) A person or company must not, directly or indirectly, engage in, or participate in any transaction or series of transactions, or method of trading relating to a trade in or acquisition of a security or any act, practice or course of conduct, if the person or company knows, or ought reasonably to know, that the transaction or series of transactions, or method of trading or act, practice or course of conduct: (a) results in or contributes to a misleading appearance of trading activity in, or an artificial price for, a security or a derivative of that security; or (b) perpetrates a fraud on any person or company. (2) In Alberta, British Columbia, Ontario, Québec and Saskatchewan, instead of subsection (1), the provisions of the Securities Act (Alberta), the Securities Act (British Columbia), the Securities Act (Ontario), the Securities Act and the Derivatives Act (Québec) and The Securities Act, 1988 (Saskatchewan), respectively, relating to manipulation and fraud apply. 29 Jan 2010 SR 1/2010 s4; 23 Oct 2015 SR 90/2015 s4. PART 4 BEST EXECUTION 4.1 Application of this Part – This Part does not apply to a dealer that is carrying on business as an ATS in compliance with section 6.1 of NI 21-101. 4.2 Best Execution - A dealer and an adviser must make reasonable efforts to achieve best execution when acting for a client. 4.3 Order and Trade Information - To satisfy the requirements in section 4.2, a dealer or adviser must make reasonable efforts to use facilities providing information regarding orders and trades. PART 5 REGULATORY HALTS 5.1 Regulatory Halts – If a regulation services provider, a recognized exchange, recognized quotation and trade reporting system or an exchange or quotation and trade reporting system that has been recognized for the purposes of this Instrument and NI 21-101 makes a decision to prohibit trading in a particular security for a regulatory purpose, a person or company must not execute a trade for the purchase or sale of that security during the period in which the prohibition is in place. 886 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 6 ORDER PROTECTION 6.1 Marketplace Requirements for Order Protection (1) A marketplace must establish, maintain and ensure compliance with written policies and procedures that are reasonably designed: (a) to prevent trade-throughs on that marketplace other than the trade- throughs referred to in section 6.2; and (b) to ensure that the marketplace, when executing a transaction that results in a trade-through referred to in section 6.2, is doing so in compliance with this Part. (2) A marketplace must regularly review and monitor the effectiveness of the policies and procedures required under subsection (1) and must promptly remedy any deficiencies in those policies and procedures. (3) At least 45 days before implementation, a marketplace must file with the securities regulatory authority and, if applicable, its regulation services provider the policies and procedures, and any significant changes to those policies and procedures, established under subsection (1). 6.2 List of Trade-throughs – For the purposes of paragraph 6.1(1)(a) the permitted trade-throughs are: (a) a trade-through that occurs when the marketplace has reasonably concluded that the marketplace displaying the protected order that was traded through was experiencing a failure, malfunction or material delay of its systems or equipment or ability to disseminate marketplace data; (b) the execution of a directed-action order; (c) a trade-through by a marketplace that simultaneously routes a directed- action order to execute against the total displayed volume of any protected order that is traded through; (d) a trade-though if, immediately before the trade-through, the marketplace displaying the protected order that is traded through displays as its best price a protected order with a price that is equal or inferior to the price of the trade-through; (e) a trade-through that results when executing: (i) a non-standard order; (ii) a calculated-price order; or (iii) a closing-price order; (f) a trade-through that was executed at a time when the best protected bid for the security traded through was higher than the best protected offer. 6.3 Systems or Equipment Failure, Malfunction or Material Delay (1) If a marketplace experiences a failure, malfunction or material delay of its systems, equipment or its ability to disseminate marketplace data, the marketplace must immediately notify: (a) all other marketplaces; 887 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) all regulation services providers; (c) its marketplace participants; and (d) any information processor or, if there is no information processor, any information vendor that disseminates its data under Part 7 of NI 21-101. (2) If executing a transaction described in paragraph 6.2(a), and a notification has not been sent under subsection (1), the marketplace that is executing the transaction or routing the order for execution must immediately notify the following of the failure, malfunction or material delay: (a) the marketplace that it reasonably concluded is experiencing a failure, malfunction or material delay of its systems or equipment or its ability to disseminate marketplace data; (b) all regulation services providers; (c) its marketplace participants; and (d) any information processor disseminating information under Part 7 of NI 21-101. (3) If a marketplace participant reasonably concludes that a marketplace displaying a protected order is experiencing a failure, malfunction or material delay of its systems or equipment or its ability to disseminate marketplace data, and routes an order to execute against a protected order on another marketplace displaying an inferior price, the marketplace participant must notify the following of the failure, malfunction or material delay: (a) the marketplace that may be experiencing a failure, malfunction or material delay of its systems or equipment or its ability to disseminate marketplace data; and (b) all regulation services providers. 6.4 Marketplace Participant Requirements for Order Protection (1) A marketplace participant must not enter a directed-action order unless the marketplace participant has established, and maintains and ensures compliance with, written policies and procedures that are reasonably designed: (a) to prevent trade-throughs other than the trade-throughs listed below: (i) a trade-through that occurs when the marketplace participant has reasonably concluded that the marketplace displaying the protected order that was traded through was experiencing a failure, malfunction or material delay of its systems or equipment or ability to disseminate marketplace data; (ii) a trade-through by a marketplace participant that simultaneously routes a directed-action order to execute against the total displayed volume of any protected order that is traded through; (iii) a trade-through if, immediately before the trade-through, the marketplace displaying the protected order that is traded through displays as its best price a protected order with a price that is equal or inferior to the price of the trade-through transaction; 888 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (iv) a trade-through that results when executing: (A) a non-standard order; (B) a calculated-price order; or (C) a closing-price order; (v) a trade-through that was executed at a time when the best protected bid for the security traded through was higher than the best protected offer; and (b) to ensure that when executing a trade-through listed in paragraphs (a) (i) to (a)(v), it is doing so in compliance with this Part. (2) A marketplace participant that enters a directed-action order must regularly review and monitor the effectiveness of the policies and procedures required under subsection (1) and must promptly remedy any deficiencies in those policies and procedures. 6.5 Locked or Crossed Orders – A marketplace participant or a marketplace that routes or reprices orders must not intentionally enter a displayed order on a marketplace that is subject to section 7.1 of NI 21-101, at a price that: (a) in the case of an order to purchase, is the same as or higher than the best protected offer; or (b) in the case of an order to sell, is the same as or lower than the best protected bid. 6.6 Trading Hours – A marketplace must set the hours of trading to be observed by marketplace participants. 6.6.1 Trading Fees (1) In this section “exchange-traded fund” means a mutual fund (a) the units of which are listed securities or quoted securities, and (b) that is in continuous distribution in accordance with applicable securities legislation; and “inter-listed security” means an exchange-traded security that is also listed on an exchange that is registered as a “national securities exchange” in the United States of America under section 6 of the 1934 Act. (2) A marketplace that is subject to section 7.1 of NI 21-101 must not charge a fee for executing an order that was entered to execute against a displayed order on the marketplace that, (a) in the case of an order involving an inter-listed security, (i) is greater than $0.0030 per security traded for an equity security, or per unit traded for an exchange-traded fund, if the execution price of each security or unit traded is greater than or equal to $1.00, and (ii) is greater than $0.0004 per security traded for an equity security, or per unit traded for an exchange-traded fund, if the execution price of each security or unit traded is less than $1.00; or 889 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) in the case of an order involving a security that is not an inter-listed security, (i) is greater than $0.0017 per security traded for an equity security, or per unit traded for an exchange-traded fund, if the execution price of each security or unit traded is greater than or equal to $1.00, and (ii) is greater than $0.0004 per security traded for an equity security, or per unit traded for an exchange-traded fund, if the execution price of each security or unit traded is less than $1.00. (3) A recognized exchange must maintain a list of inter-listed securities that are listed on the exchange as of the last day of each calendar quarter. (4) A recognized exchange must publicly disclose on its website the list referred to in subsection (3) (a) within 7 days after the last day of each calendar quarter, and (b) for a period of at least 12 months commencing on the date it is publicly disclosed on the website. 6.6.2 Ceasing to be inter-listed security – fee transition period — If a security ceases to be an inter-listed security, paragraph 6.6.1(2)(b) does not apply if (a) less than 35 days has passed since the first date, following the cessation, the list referred to in subsection 6.6.1(4) was publicly disclosed, and (b) the fee charged is in compliance with paragraph 6.6.1(2)(a) as if the security were still an inter-listed security. 6.6.3 Transition – publication of inter-listed securities On or before April 17, 2017, a recognized exchange must publicly disclose on its website a list of the inter-listed securities that were listed on the exchange as of April 10, 2017. 6.6.4 Transition – fee adjustment for orders involving non-inter-listed securities Despite paragraph 6.6.1(2)(b), as enacted by subsection 2(2) of The Securities Commission (Adoption of National Instruments) (NI 23-101) Amendment Regulations, 2017, a marketplace to which that paragraph applies may, until May 15, 2017, charge a fee that exceeds the amount referred to in that paragraph provided the fee charged is not greater than (a) $0.0030 per security traded for an equity security, or per unit traded for an exchange-traded fund, if the execution price of each security or unit traded is greater than or equal to $1.00, and (b) $0.0004 per security traded for an equity security, or per unit traded for an exchange-traded fund, if the execution price is less than $1.00. 6.7 Anti-Avoidance – A person or company must not send an order to an exchange, quotation and trade reporting system or alternative trading system that does not carry on business in Canada in order to avoid executing against better-priced protected orders. 6.8 Application of this Part – In Québec, this Part, except for paragraph 6.3(1)(c), does not apply to standardized derivatives. 29 Jan 2010 SR 1/2010 s4; 21 Sep 2012 SR 61/2012 s3; 23 Oct 2015 SR 90/2015 s4; 26 Aug 2016 SR 75/2016 s2; 13 Apr 2017 SR 32/2017 s2. 890 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 7 MONITORING AND ENFORCEMENT OF REQUIREMENTS SET BY A RECOGNIZED EXCHANGE AND A RECOGNIZED QUOTATION AND TRADE REPORTING SYSTEM 7.1 Requirements for a Recognized Exchange (1) A recognized exchange must set requirements governing the conduct of its members, including requirements that the members will conduct trading activities in compliance with this Instrument. (2) A recognized exchange must monitor the conduct of its members and enforce the requirements set under subsection (1), either: (a) directly; or (b) indirectly through a regulation services provider. (3) If a recognized exchange has entered into a written agreement under section 7.2, the recognized exchange must adopt requirements, as determined necessary by the regulation services provider, that govern the recognized exchange and the conduct of the exchange’s members, and that enable the regulation services provider to effectively monitor trading on the exchange and across marketplaces. 7.2 Agreement between a Recognized Exchange and a Regulation Services Provider - A recognized exchange that monitors the conduct of its members indirectly through a regulation services provider must enter into a written agreement with the regulation services provider which provides that the regulation services provider will: (a) monitor the conduct of the members of the recognized exchange, (b) monitor the compliance of the recognized exchange with the requirements set under subsection 7.1(3), and (c) enforce the requirements set under subsection 7.1(1). 7.2.1 Obligations of a Recognized Exchange to a Regulation Services Provider - A recognized exchange that has entered into a written agreement with a regulation services provider must (a) transmit to the regulation services provider the information required under Part 11 of NI 21-101 and any information reasonably required by the regulation services provider in the Form and manner requested by the regulation services provider to effectively monitor: (i) the conduct of and trading by marketplace participants on and across marketplaces, including the compliance of marketplace participants with the requirements set under subsection 7.1(1), and (ii) the conduct of the recognized exchange, including the compliance of the recognized exchange with the requirements set under subsection 7.1(3); and (b) comply with all orders or directions made by the regulation services provider. 7.3 Requirements for a Recognized Quotation and Trade Reporting System (1) A recognized quotation and trade reporting system must set requirements governing the conduct of its users, including requirements that the users will conduct trading activities in compliance with this Instrument. 891 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) A recognized quotation and trade reporting system must monitor the conduct of its users and enforce the requirements set under subsection (1) either: (a) directly; or (b) indirectly through a regulation services provider. (3) If a recognized quotation and trade reporting system has entered into a written agreement under section 7.4, the recognized quotation and trade reporting system must adopt requirements, as determined necessary by the regulation services provider, that govern the recognized quotation and trade reporting system and the conduct of the quotation and trade reporting system’s users, and that enable the regulation services provider to effectively monitor trading on the recognized quotation and trade reporting system and across marketplaces. 7.4 Agreement between a Recognized Quotation and Trade Reporting System and a Regulation Services Provider - A recognized quotation and trade reporting system that monitors the conduct of its users indirectly through a regulation services provider must enter into a written agreement with the regulation services provider which provides that the regulation services provider will (a) monitor the conduct of the users of the recognized quotation and trade reporting system, (b) monitor the compliance of the recognized quotation and trade reporting system with the requirements set under subsection 7.3(3), and (c) enforce the requirements set under subsection 7.3(1). 7.4.1 Obligations of a Quotation and Trade Reporting System to a Regulation Services Provider - A recognized quotation and trade reporting system that has entered into a written agreement with a regulation services provider must (a) transmit to the regulation services provider the information required under Part 11 of NI 21-101 and any information reasonably required by the regulation services provider in the Form and manner requested by the regulation services provider to effectively monitor: (i) the conduct of and trading by marketplace participants on and across marketplaces, including the compliance of marketplace participants with the requirements set under subsection 7.3(1), and (ii) the conduct of the recognized quotation and trade reporting system, including the compliance of the recognized quotation and trade reporting system with the requirements set under subsection 7.3(3); and (b) comply with all orders or directions made by the regulation services provider.

7.5 Co-ordination of Monitoring and Enforcement – A regulation services provider, recognized exchange, or recognized quotation and trade reporting system must enter into a written agreement with all other regulation services providers, recognized exchanges, and recognized quotation and trade reporting systems to coordinate monitoring and enforcement of the requirements set under Parts 7 and 8. 29 Jan 2010 SR 1/2010 s4; 23 Oct 2015 SR 90/2015 s4. 892 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 8 MONITORING AND ENFORCEMENT REQUIREMENTS FOR AN ATS 8.1 Pre-condition to Trading on an ATS - An ATS must not execute a subscriber’s order to buy or sell securities unless the ATS has executed and is subject to the written agreements required by sections 8.3 and 8.4. 8.2 Requirements Set by a Regulation Services Provider for an ATS (1) A regulation services provider must set requirements governing an ATS and its subscribers, including requirements that the ATS and its subscribers will conduct trading activities in compliance with this Instrument. (2) A regulation services provider must monitor the conduct of an ATS and its subscribers and must enforce the requirements set under subsection (1). 8.3 Agreement between an ATS and a Regulation Services Provider – An ATS and a regulation services provider must enter into a written agreement that provides: (a) that the ATS will conduct its trading activities in compliance with the requirements set under subsection 8.2(1); (b) that the regulation services provider will monitor the conduct of the ATS and its subscribers; (c) that the regulation services provider will enforce the requirements set under subsection 8.2(1); (d) that the ATS will transmit to the regulation services provider the information required by Part 11 of NI 21-101 and any other information reasonably required to effectively monitor: (i) the conduct of and trading by marketplace participants on and across marketplaces; and (ii) the conduct of the ATS; and (e) that the ATS will comply with all orders or directions made by the regulation services provider. 8.4 Agreement between an ATS and its Subscriber – An ATS and its subscriber must enter into a written agreement that provides: (a) that the subscriber will conduct its trading activities in compliance with the requirements set under subsection 8.2(1); (b) that the subscriber acknowledges that the regulation services provider will monitor the conduct of the subscriber and enforce the requirements set under subsection 8.2(1); (c) that the subscriber will comply with all orders or directions made by the regulation services provider in its capacity as a regulation services provider, including orders excluding the subscriber from trading on any marketplace. 8.5 Repealed. 28 May 2004 SR 29/2004 s4. 28 May 2004 SR 29/2004 s4; 29 Jan 2010 SR 1/2010 s4; 23 Oct 2015 SR 90/2015 s4. 893 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 9 MONITORING AND ENFORCEMENT REQUIREMENTS FOR AN INTER-DEALER BOND BROKER 9.1 Requirements Set by a Regulation Services Provider for an Inter-Dealer Bond Broker (1) A regulation services provider must set requirements governing an inter- dealer bond broker, including requirements that the inter-dealer bond broker will conduct trading activities in compliance with this Instrument. (2) A regulation services provider must monitor the conduct of an inter-dealer bond broker and must enforce the requirements set under subsection (1). 9.2 Agreement between an Inter-Dealer Bond Broker and a Regulation Services Provider – An inter-dealer bond broker and a regulation services provider must enter into a written agreement that provides: (a) that the inter-dealer bond broker will conduct its trading activities in compliance with the requirements set under subsection 9.1(1); (b) that the regulation services provider will monitor the conduct of the inter-dealer bond broker; (c) that the regulation services provider will enforce the requirements set under subsection 9.1(1); and (d) that the inter-dealer bond broker will comply with all orders or directions made by the regulation services provider. 9.3 Exemption for an Inter-Dealer Bond Broker (1) Sections 9.1 and 9.2 do not apply to an inter-dealer bond broker, if the inter- dealer bond broker complies with the requirements of IIROC Rule 2800 Code of Conduct for Corporation Dealer Member Firms Trading in Wholesale Domestic Debt Markets, as amended. (2) Repealed. 28 May 2004 SR 29/2004 s4. 28 May 2004 SR 29/2004 s4; 29 Jne 2007 SR 50/2007 s3; 29 Jan 2010 SR 1/2010 s4; 23 Oct 2015 SR 90/2015 s4. PART 10 MONITORING AND ENFORCEMENT REQUIREMENTS FOR A DEALER EXECUTING TRADES OF UNLISTED DEBT SECURITIES OUTSIDE OF A MARKETPLACE 10.1 Requirements Set by a Regulation Services Provider for a Dealer Executing Trades of Unlisted Debt Securities Outside of a Marketplace (1) A regulation services provider must set requirements governing a dealer executing trades of unlisted debt securities outside of a marketplace, including requirements that the dealer will conduct trading activities in compliance with this Instrument. (2) A regulation services provider must monitor the conduct of a dealer executing trades of unlisted debt securities outside of a marketplace and must enforce the requirements set under subsection (1). 894 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 10.2 Agreement between a Dealer Executing Trades of Unlisted Debt Securities Outside of a Marketplace and a Regulation Services Provider – A dealer executing trades of unlisted debt securities outside of a marketplace must enter into a written agreement with a regulation services provider that provides: (a) that the dealer will conduct its trading activities in compliance with the requirements set under subsection 10.1(1); (b) that the regulation services provider will monitor the conduct of the dealer; (c) that the regulation services provider will enforce the requirements set under subsection 10.1(1); and (d) that the dealer will comply with all orders or directions made by the regulation services provider. 10.3 Repealed. 28 May 2004 SR 29/2004 s4. 28 May 2004 SR 29/2004 s4; 23 Oct 2015 SR 90/2015 s4. PART 11 AUDIT TRAIL REQUIREMENTS 11.1(1) Application of this Part –This Part does not apply to a dealer that is carrying on business as an ATS in compliance with section 6.1 of NI 21-101. (2) A dealer or inter-dealer bond broker is exempt from the requirements in section 11.2 if the dealer or inter-dealer bond broker complies with similar requirements, for any securities specified, established by a regulation services provider and approved by the applicable securities regulatory authority. 11.2 Audit Trail Requirements for Dealers and Inter-Dealer Bond Brokers (1) Recording Requirements for Receipt or Origination of an Order – Immediately following the receipt or origination of an order for equity, fixed income and other securities identified by a regulation services provider, a dealer and inter-dealer bond broker must record in electronic form specific information relating to that order including: (a) the order identifier; (b) the dealer or inter-dealer bond broker identifier; (c) the type, issuer, class, series and symbol of the security; (d) the face amount or unit price of the order, if applicable; (e) the number of securities to which the order applies; (f) the strike date and strike price, if applicable; (g) whether the order is a buy or sell order; (h) whether the order is a short sale order, if applicable; (i) whether the order is a market order, limit order or other type of order, and if the order is not a market order, the price at which the order is to trade; 895 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (j) the date and time the order is first originated or received by the dealer or inter-dealer bond broker; (k) whether the account is a retail, wholesale, employee, proprietary or any other type of account; (l) the client account number or client identifier; (m) the date and time that the order expires; (n) whether the order is an intentional cross; (o) whether the order is a jitney and if so, the underlying broker identifier; (p) any client instructions or consents respecting the handling or trading of the order, if applicable; (q) the currency of the order; (r) an insider marker; (s) any other markers required by a regulation services provider; (t) each unique client identifier assigned to a client accessing the marketplace using direct electronic access; and (u) whether the order is a directed-action order. (2) Recording Requirements for Transmission of an Order – Immediately following the transmission of an order for securities to a dealer, inter-dealer bond broker or a marketplace, a dealer or inter-dealer bond broker transmitting the order must add to the record of the order maintained in accordance with this section specific information relating to that order including: (a) the dealer or inter-dealer bond broker identifier assigned to the dealer or inter-dealer bond broker transmitting the order and the identifier assigned to the dealer, inter-dealer bond broker or marketplace to which the order is transmitted; and (b) the date and time the order is transmitted. (3) Recording Requirements for Variation, Correction or Cancellation of an Order – Immediately following the variation, correction or cancellation of an order for securities, a dealer or inter-dealer bond broker must add to the record of the order maintained in accordance with this section specific information relating to that order including; (a) the date and time the variation, correction or cancellation was originated or received; (b) whether the order was varied, corrected or cancelled on the instructions of the client, the dealer or the inter-dealer bond broker; (c) in the case of variation or correction, any of the information in subsection (1) which has been changed; and (d) the date and time the variation, correction or cancellation of the order is entered. 896 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (4) Recording Requirements for Execution of an Order – Immediately following the execution of an order for securities, the dealer or inter-dealer bond broker must add to the record maintained in accordance with this section specific information relating to that order including, (a) the identifier of the marketplace where the order was executed or the identifier of the dealer or inter-dealer bond broker executing the order if the order was not executed on a marketplace; (b) the date and time of the execution of the order; (c) whether the order was fully or partially executed; (d) the number of securities bought or sold; (e) whether the transaction was a cross; (f) whether the dealer has executed the order as principal; (g) the commission charged and all other transaction fees; and (h) the price at which the order was executed, including mark-up or mark- down. (5) Repealed. 5 Sep 2008 SR 82/2008 s4. (6) Repealed. 5 Sep 2008 SR 82/2008 s4. (7) Record preservation requirements – A dealer and an inter-dealer bond broker must keep all records in electronic form for a period of not less than seven years from the creation of the record referred to in this section, and for the first two years in a readily accessible location. 11.3 Transmission in Electronic Form - A dealer and inter-dealer bond broker must transmit: (a) to a regulation services provider the information required by the regulation services provider, within ten business days, in electronic form; and (b) to the securities regulatory authority the information required by the securities regulatory authority under securities legislation, within ten business days, in electronic form. PART 12 EXEMPTION 12.1 Exemption (1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption. PART 13 EFFECTIVE DATE 13.1 Effective Date – This Instrument comes into force on December 1, 2001. 28 May 2004 SR 29/2004 s4; 29 Jne 2007 SR 50/2007 s3; 5 Sep 2008 SR 82/2008 s4; 21 Sep 2012 SR 61/2012 s3; 23 Oct 2015 SR 90/2015 s4; 26 Aug 2016 SR 75/2016 s2. 897 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XXIV [clause 2(x)] NATIONAL INSTRUMENT 54‑101 COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions – In this Instrument: “affairs” means the relationship among a reporting issuer, its affiliates, and their securityholders, partners, directors and officers, other than the business carried on by the reporting issuer; “annual report” means an annual report of a reporting issuer that includes the audited annual financial statements of the reporting issuer, and any other document required by Canadian securities legislation to be included in or sent with an annual report; “beneficial owner” means, for a security held by an intermediary in an account, the person or company that is identified as providing the instructions contained in a client response form or, if no instructions are provided, the person or company that has the authority to provide those instructions; “beneficial ownership determination date” means, for a meeting: (a) the record date for voting; or (b) in the absence of a record date for voting, the record date for notice; “business day” means a day other than a Saturday, Sunday or statutory holiday in the local jurisdiction; “CDS” means the Canadian Depository for Securities Limited and any successor to its depository business; “client” means a person or company on whose behalf an intermediary directly holds a security; “client response form” means the form of response set out in Form 54-101F1; “corporate law” means, for a reporting issuer, any legislation, constating instrument or agreement that governs the affairs of the reporting issuer; “day” means a calendar day unless express reference is made to a business day; “depository” means CDS and any other person or company recognized as a depository by the securities regulatory authority for the purpose of this Instrument; “explanation to clients” means an explanation to clients set out in the form of Form 54-101F1; “FINS” means Financial Institution Numbering System; 898 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “intermediary” means, for a security, a person or company that, in connection with its business, holds the security on behalf of another person or company, and that is not: (a) a person or company that holds the security only as a custodian, and is not the registered securityholder of the security nor holding the security as a participant in a depository; (b) a depository; or (c) a beneficial owner of the security; “intermediary master list” means a list of intermediaries that a depository maintains under section 5.1; “intermediary search request” means the request referred to in section 2.3; “meeting” means a meeting of securityholders of a reporting issuer; “NOBO” means a non-objecting beneficial owner; “NOBO list” means a non-objecting beneficial owner list; “nominee” means a person or company that acts as a passive title-holder to hold securities and does not carry on business in its own right; “non-objecting beneficial owner” means a beneficial owner of securities that: (a) has provided instructions to an intermediary holding the securities in an account on behalf of the beneficial owner that the beneficial owner does not object, for that account, to the intermediary disclosing ownership information about the beneficial owner under this Instrument; or (b) is a non-objecting beneficial owner under subparagraph (i) or (ii) of paragraph 3.3(b); “non-objecting beneficial owner list” means, for an intermediary, a list that includes ownership information concerning NOBOs on whose behalf the intermediary, or another intermediary holding directly or indirectly through the intermediary, holds securities and information regarding instructions from those NOBOs concerning receipt of securityholder materials and (a) if prepared in non-electronic form, is in a clear and readable format and contains the information referred to in paragraph (b); or (b) if prepared in electronic form, is prepared in the form of, and contains the information prescribed in, Form 54-101F5; “notice-and-access” means: (a) in respect of registered holders of voting securities of a reporting issuer, the delivery procedures referred to in section 9.1.1 of National Instrument 51-102 Continuous Disclosure Obligations; or (b) in respect of beneficial owners of securities of a reporting issuer, the delivery procedures referred to in section 2.7.1; 899 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “notification of meeting and record dates” means the notification referred to in section 2.2; “NP41” means National Policy Statement No. 41; “objecting beneficial owner” means a beneficial owner of securities that: (a) has provided instructions to an intermediary holding the securities in an account on behalf of the beneficial owner that the beneficial owner objects, for that account, to the intermediary disclosing ownership information about the beneficial owner under this Instrument; or (b) is an objecting beneficial owner under subparagraph (iii) of paragraph 3.3(b); “OBO” means an objecting beneficial owner; “omnibus proxy” means, for a meeting: (a) for a depository, a proxy in the form of Form 54-101F3; and (b) for an intermediary, a proxy in the form of Form 54-101F4; “ownership information” means, for a beneficial owner of securities that holds the securities through an intermediary in an account of the intermediary, the beneficial owner’s name, address, holdings of the securities in the account, preferred language of communication, if known, the electronic mail address of the beneficial owner, and whether the beneficial owner has given to the intermediary a currently valid consent to the electronic delivery of documents from the intermediary; “participant in a depository” means a person or company for whom a depository maintains an account in which entries may be made to effect a transfer or pledge of a security; “preferred language of communication” means either the English language or the French language; “proximate intermediary” means, for a security: (a) a participant in a depository holding the security; or (b) an intermediary that is the registered holder of the security; “proxy-related materials” means securityholder material relating to a meeting that the reporting issuer is required under corporate law or securities legislation to send to the registered holders or beneficial owners of the securities; “record date for notice” means, for a meeting, the date established in accordance with corporate law for the determination of the registered holders of securities that are entitled to receive notice of the meeting; “record date for voting” means, for a meeting, the date, if any, established in accordance with corporate law for the determination of the registered holders of securities that are entitled to vote at the meeting; “registered holder” means, for a security, the person or company shown as the holder of the security on the books or records of the reporting issuer; 900 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “request for beneficial ownership information” means, for a security, a request for beneficial ownership information in the form of Form 54-101F2 sent by a reporting issuer to a proximate intermediary holding the security; “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; “security” means a security of a reporting issuer; “securityholder” means, for a security, the registered holder of the security, the beneficial owner of the security, or both, depending upon the context; “securityholder materials” means, for a reporting issuer, materials that are sent to registered holders or beneficial owners of securities of the reporting issuer; “SEDAR+" has the same meaning as in National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+); “send” means to deliver, send or forward or arrange to deliver, send or forward in any manner, including by prepaid mail, courier or by electronic means; and “special meeting” means a meeting at which a special resolution is being submitted to the securityholders of a reporting issuer; “special resolution” for a meeting: (a) has the same meaning given to the term “special resolution” under corporate law; or (b) if no such term exists under corporate law, means a resolution that is required to be passed by at least two-thirds of the votes cast; “stratification”, in relation to a reporting issuer using notice-and-access, means procedures whereby a paper copy of the information circular and, if applicable, the documents in paragraph 2.7.1(2)(b), are included with either or both of the following: (a) the documents required to be sent to registered holders under subsection 9.1(1) of National Instrument 51-102 Continuous Disclosure Obligations; (b) the documents required to be sent to beneficial owners under subsection 2.7.1(1); “transfer agent” means a person or company that carries on the business of a transfer agent. 1.2 Holding of Security by Intermediary – In this Instrument, an intermediary is considered to hold a security if the security is held: (a) by the intermediary directly; or 901 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) by the intermediary indirectly through another person or company on behalf of the intermediary. 1.3 Use of Required Forms (1) A person or company required to send or use a required form or document under a provision of this Instrument may substitute for that form or document another form or document, or combine the required form or document with another form or document, if the substituted or combined form or document requests or includes the same information contemplated by the form or document that is otherwise required. (2) Subsection (1) does not apply to a NOBO list in the form of Form 54-101F5 unless both the party requesting and the party providing the NOBO list agree to an alternative form. 1.4 Fees – A fee payable under this Instrument shall be, unless prescribed by the regulator or securities regulatory authority, a reasonable amount. PART 2 REPORTING ISSUERS 2.1 Establishment of Meeting and Record Dates – A reporting issuer that is required to give notice of a meeting to the registered holders of any of its securities shall fix: (a) a date for the meeting; (b) a record date for notice of the meeting, which shall be no fewer than 30 and no more than 60 days before the meeting date; and (c) if required or permitted by corporate law, a record date for voting at the meeting. 2.2 Notification of Meeting and Record Dates (1) Subject to section 2.20, at least 25 days before the record date for notice of a meeting, the reporting issuer shall send a notification of meeting and record dates: (a) all depositories; (b) the securities regulatory authority; and (c) each exchange in Canada on which securities of the reporting issuer are listed. (2) The notification of meeting and record dates referred to in subsection (1) shall specify: (a) the name of the reporting issuer; (b) the date fixed for the meeting; (c) the record date for notice; (d) the record date for voting, if any; (e) the beneficial ownership determination date; 902 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (f) the classes or series of securities that entitle the holder to receive notice of the meeting; (g) the classes or series of securities that entitle the holder to vote at the meeting; (h) whether the meeting is a special meeting; (i) whether the reporting issuer is sending proxy-related materials to registered holders or beneficial owners using notice-and-access and, if stratification will be used, the types of registered holders or beneficial owners who will receive paper copies of the information circular or other proxy-related materials; (j) whether the reporting issuer is sending the proxy-related materials directly to NOBOs; and (k) whether the reporting issuer intends to pay for a proximate intermediary to send the proxy-related materials to OBOs. 2.3 Intermediary Search Request – Request to Depository (1) At the same time as a reporting issuer sends a notification of meeting and record dates for a meeting to a depository, the reporting issuer shall request the depository to send to the reporting issuer: (a) subject to section 2.4, a report that specifies the number of securities of the reporting issuer of each class or series that entitle the holder to receive notice of the meeting or to vote at the meeting that are currently registered in the name of the depository, the identity of any other person or company that holds securities of the reporting issuer of the series or class specified in the request on behalf of the depository and the number of those securities held by that other person or company; (b) subject to section 2.4, a list of all intermediaries and their nominees shown on the intermediary master list; (c) subject to section 2.4, a list setting out the names, addresses, telephone numbers, fax numbers, any electronic mail addresses and the respective holdings of participants in the depository of each class or series of securities that entitle the holder to receive notice of the meeting or to vote at the meeting; and (d) the omnibus proxy required to be sent under subsection 5.4(1). (2) In addition to the request referred to in subsection (1), a reporting issuer may request, at any time, a depository to send any or all of the information referred to in subsection (1), other than paragraph (1)(d), for any class or series of securities of the reporting issuer, and as of a date, specified in the request. 2.4 No Intermediary Search Request if Reporting Issuer has Electronic Access – A reporting issuer shall not request from the depository information referred to in paragraph 2.3(1)(a), 2.3(1)(b) or 2.3(1)(c) if the information is included on a file maintained by the depository in electronic format and the reporting issuer has access to the file. 903 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2.5 Request for Beneficial Ownership Information (1) Subject to section 2.20, at least 20 days before the record date for notice of a meeting, the reporting issuer, using information, including the intermediary master lists, provided by depositories under section 5.3 or referred to in section 2.4, shall complete Part 1 of a request for beneficial ownership information and send it to each proximate intermediary that is: (a) identified by a depository as a participant in the depository holding securities that entitle the holder to receive notice of the meeting or to vote at the meeting; or (b) listed as an intermediary on the intermediary master list provided by a depository where the intermediary, or a nominee of the intermediary that is identified on the intermediary master list, is a registered holder of securities that entitle the holder to receive notice of the meeting or to vote at the meeting. (2) In addition to making the request referred to in subsection (1) in connection with a meeting, a reporting issuer, using information, including the intermediary master lists, provided by depositories under section 5.3 or referred to in section 2.4, may make, for any class or series of securities of the reporting issuer, at any time, a request for beneficial ownership information by completing Part 1 of a request for beneficial ownership information and sending it to any proximate intermediary that is: (a) identified by a depository as a participant in the depository holding the securities; or (b) listed as an intermediary on the intermediary master list provided by a depository where the intermediary, or a nominee of the intermediary that is identified on the intermediary master list, is a registered holder of the securities. (3) A reporting issuer that makes a request for beneficial ownership information under either subsection (1) or subsection (2) that includes a request for NOBO lists shall provide a written undertaking to the proximate intermediary in the form of Form 54-101F9. (4) A reporting issuer that requests beneficial ownership information under this section must do so through a transfer agent. (5) Despite subsection (4), a reporting issuer may request beneficial ownership information without using a transfer agent for the sole purpose of obtaining a NOBO list if the reporting issuer has provided an undertaking using Form 54-101F9. 2.6 No Depositories or Intermediaries are Registered Holders – A reporting issuer is not subject to section 2.3 or 2.5 if, on the 25th day before the record date for notice of the meeting: (a) none of the registered holders of its securities is a depository, a nominee of a depository, or a person or company listed as an intermediary or the nominee of an intermediary on the intermediary master list of any depository; or (b) all of the information contemplated in Part 2 of the request for beneficial ownership information is known to the reporting issuer. 904 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2.7 Sending Proxy-Related Materials to Beneficial Owners – A reporting issuer that is required by Canadian securities legislation to send proxy-related materials to the registered holders of any class or series of its securities shall, subject to section 2.10 and subsection 2.12(3) send the proxy-related materials to beneficial owners of the securities, by either sending: (a) directly to NOBOs, and indirectly under section 2.12 to OBOs; or (b) indirectly under section 2.12 to beneficial owners. 2.7.1 Notice-and-Access (1) A reporting issuer that is not an investment fund may use notice-and-access to send proxy-related materials relating to a meeting to a beneficial owner of its securities if all of the following apply: (a) the beneficial owner is sent a notice that contains the following information and no other information: (i) the date, time and location of the 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 54-101F6 or Form 54-101F7 as applicable, that is being sent to the 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 documents in paragraph (2)(b) from the reporting issuer; (vi) a plain-language explanation of notice-and-access that includes the following information: (A) if the reporting issuer 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 voting instructions and the date of the meeting; (C) an explanation of how the beneficial owner is to return voting instructions, including any deadline for return of those 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 beneficial owner can call to get information about notice-and-access; 905 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) using the procedures referred to in section 2.9 or 2.12, as applicable, the beneficial owner is sent, by prepaid mail, courier or the equivalent, the notice required by paragraph (a) and a Form 54-101F6 or Form 54-101F7, as applicable; (c) the reporting issuer files on SEDAR+ the notification of meeting and record dates on the same date that it sends the notification under subsection 2.2(1); (d) public electronic access to the information circular and the notice in paragraph (a) is provided on or before the date that the reporting issuer sends the notice in paragraph (a) to beneficial owners, in the following manner: (i) the documents are filed on SEDAR+; (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 beneficial owner 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 reporting issuer sends the notice in paragraph (a) to the beneficial owner 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 reporting issuer 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. (2) Unless an information circular is included with the proxy-related materials, a reporting issuer that sends proxy-related materials to a beneficial owner of its 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. 906 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2.7.2 Notice in advance of first use of notice-and-access Despite paragraph 2.7.1(1)(c) and subsection 2.20(a.1), the first time that a reporting issuer uses notice-and-access to send proxy-related materials to a beneficial owner of its securities, the reporting issuer must file on SEDAR+ the notification of meeting and record dates at least 25 days before the record date for notice. 2.7.3 Restrictions on information gathering (1) A reporting issuer that receives a request for a paper copy of the information circular or other documents referred to in paragraph 2.7.1(1)(e) using the toll-free telephone number or by any other means must not do any of the following: (a) ask for any information about the requester, other than the name and address to which the information circular and, if applicable, the documents in paragraph 2.7.1(2)(b), are to be sent; (b) disclose or use the name or address of the requester for any purpose other than sending the information circular and, if applicable, the documents in paragraph 2.7.1(2)(b). (2) A reporting issuer that posts proxy-related materials pursuant to subparagraph 2.7.1(1)(d)(ii) must not collect information that can be used to identify a person or company who has accessed the website address where the proxy-related materials are posted. 2.7.4 Posting materials on non-SEDAR website (1) A reporting issuer that posts proxy-related materials in the manner referred to in subparagraph 2.7.1(1)(d)(ii) must also post on the website the following documents: (a) any disclosure material regarding the meeting that the reporting issuer has sent to registered holders or beneficial owners of its securities; (b) any written communications the reporting issuer has made available to the public regarding each matter or group of matters to be voted on at the meeting, whether or not they were sent to registered holders or beneficial owners of its securities. (2) Proxy-related materials that are posted under subparagraph 2.7.1(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. 2.7.5 Consent to other delivery methods For greater certainty, section 2.7.1 does not: (a) prevent a beneficial owner from consenting to a reporting issuer, an intermediary or another person or company’s use of other delivery methods to send proxy-related materials; 907 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) terminate or modify a consent that a beneficial owner of voting securities previously gave to a reporting issuer, an intermediary or another person or company regarding the use of other delivery methods to send proxy-related materials; or (c) prevent a reporting issuer, an intermediary or another person or company from sending proxy-related materials using a delivery method to which a beneficial owner has consented prior to February 11, 2013. 2.7.6 Instructions to receive paper copies (1) Despite section 2.7.1, an intermediary may obtain standing instructions from a beneficial owner that is a client of the intermediary that a paper copy of the information circular and, if applicable, the documents in paragraph 2.7.1(2)(b), be sent to the beneficial owner in all cases when a reporting issuer uses notice- and-access. (2) 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 reporting issuer is sending proxy-related materials directly under section 2.9, indicate in the NOBO list provided to the reporting issuer 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 a reporting issuer using notice-and-access, request appropriate quantities of paper copies of the information circular and, if applicable, the documents in paragraph 2.7.1(2)(b), from the reporting issuer for forwarding to beneficial owners who have provided standing instructions to be sent paper copies; (c) include with the proxy-related materials a description, or otherwise inform the beneficial owner of, the means by which the beneficial owner may revoke the beneficial owner’s standing instructions. 2.7.7 Application to non-management solicitations (1) A person or company other than management of a reporting issuer that is required by law to send materials to registered holders or beneficial owners of securities in connection with a meeting may use notice-and-access to send the materials. (2) Section 2.7.1, other than paragraph (1)(c), and sections 2.7.3, 2.7.4 and 2.7.5 apply to a person or company in subsection (1) as if the person or company were a reporting issuer. (3) Paragraph 2.7.1(1)(c) and section 2.7.8 apply to a person or company referred to in subsection (1) only if the person or company has requisitioned a meeting. 2.7.8 Record date for notice Despite subsection 2.1(b), a reporting issuer that uses notice-and-access must set a record date for notice that is no fewer than 40 days before the date of the meeting. 908 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2.8 Other Securityholder Materials – A reporting issuer may, but is not required to, send securityholder materials other than proxy-related materials to beneficial owners of its securities, by either sending: (a) directly to NOBOs, and indirectly under section 2.12 to OBOs; or (b) indirectly under section 2.12 to beneficial owners. 2.9 Direct sending of proxy-related materials to NOBOs by a reporting issuer (1) A reporting issuer that has stated in its request for beneficial ownership information sent in connection with a meeting, that it will send proxy-related materials to, and seek voting instructions from, NOBOs must send at its own expense the proxy-related materials for the meeting directly to the NOBOs on the NOBO lists received in response to the request. (2) A reporting issuer that sends by prepaid mail, courier or the equivalent, paper copies of proxy-related materials directly to a NOBO must send the proxy-related materials at least 21 days before the date of the meeting. (3) A reporting issuer that sends proxy-related materials directly to a NOBO using notice-and-access must send the notice required by paragraph 2.7.1(1)(a) and, if applicable, any paper copies of information circulars and documents in paragraph 2.7.1(2)(b), at least 30 days before the date of the meeting. 2.10 Sending Securityholder Materials Against Instructions – Except as required by securities legislation, and despite subsection 2.9(1), no reporting issuer that uses a NOBO list to send securityholder materials directly to NOBOs on the NOBO list shall send the securityholder materials to NOBOs that are identified on the NOBO list as having declined to receive those materials unless the reporting issuer has specified in the request for beneficial ownership information sent under section 2.5 in connection with the sending of materials that the securityholder materials will be sent to all beneficial owners of securities. 2.11 Disclose How Information Obtained (1) A reporting issuer that uses a NOBO list to send securityholder materials directly to NOBOs on the NOBO list shall include in the materials the following statement: These securityholder materials are being sent to both registered and non- registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. (2) A reporting issuer that uses a NOBO list to send proxy-related materials that solicit votes or voting instructions directly to a NOBO on the NOBO list shall include, after the text required by subsection (1), the following statement: By choosing to send these materials to you directly, the issuer (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions. 909 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2.12 Indirect sending of securityholder materials by a reporting issuer (1) A reporting issuer sending securityholder materials indirectly to beneficial owners must send to each proximate intermediary that responded to the applicable request for beneficial ownership information the number of sets of those materials specified by that proximate intermediary for sending to beneficial owners. (2) A reporting issuer that sends proxy-related materials indirectly to a beneficial owner by having the proximate intermediary send the proxy-related materials by prepaid mail must send the proxy-related materials to the proximate intermediary: (a) at least 3 business days before the 21st 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; or (b) at least 4 business days before the 21st day before the date of the meeting, in the case of proxy-related materials that are to be sent using any other type of prepaid mail. (3) A reporting issuer that sends proxy-related materials indirectly to a beneficial owner using notice-and-access must send the notice required by paragraph 2.7.1(1) (a) and, if applicable, any paper copies of information circulars and documents in paragraph 2.7.1(2)(b), to the proximate intermediary: (a) 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; or (b) 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 using any other type of prepaid mail. (4) A reporting issuer that sends securityholder materials that are not proxy- related materials indirectly to beneficial owners must send the securityholder materials to the intermediary on the date specified in the request for beneficial ownership information. (5) Despite section 2.9, a reporting issuer must not send securityholder materials directly to a NOBO if a proximate intermediary in a foreign jurisdiction holds securities on behalf of the NOBO and one or both of the following applies: (a) the law of the foreign jurisdiction does not permit the reporting issuer to send securityholder materials directly to NOBOs; (b) the proximate intermediary has stated in a response to a request for beneficial ownership information that the law in the foreign jurisdiction requires the proximate intermediary to deliver securityholder materials to beneficial owners. 2.13 Fee for Search – A reporting issuer shall pay a fee to a proximate intermediary for furnishing the information requested in a request for beneficial ownership information made by the reporting issuer. 2.14 Fee for Sending Materials Indirectly (1) A reporting issuer that sends securityholder materials indirectly to NOBOs through a proximate intermediary shall pay to the proximate intermediary, upon receipt by the reporting issuer of a certificate of sending to NOBOs in accordance with the instructions specified by the reporting issuer in the request for beneficial ownership information: (a) a fee for sending the securityholder materials to the NOBOs; 910 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) the actual cost of any postage incurred by the proximate intermediary in sending the securityholder materials to the NOBOs in accordance with any mailing instructions specified by the reporting issuer in the request for beneficial ownership information; and (c) if the securityholder materials were sent by mail other than first class mail in accordance with the mailing instructions specified by the reporting issuer in the request for beneficial ownership information, the reasonable additional handling costs associated with the preparation by the proximate intermediary of the securityholder materials for mailing to NOBOs.

(2) A reporting issuer that sends securityholder materials, indirectly through a proximate intermediary, to OBOs that have declined in accordance with this Instrument to receive those materials, shall pay to the proximate intermediary, upon receipt by the reporting issuer of a certificate of sending to OBOs in accordance with the instructions specified by the reporting issuer in the request for beneficial information: (a) a fee for sending the securityholder materials to the OBOs; (b) the actual cost of any postage incurred by the proximate intermediary in sending the securityholder materials to the OBOs in accordance with any mailing instructions specified by the reporting issuer in the request for beneficial ownership information; and (c) if the securityholder materials were sent by mail other than first class mail in accordance with the mailing instructions specified by the reporting issuer in the request for beneficial information, the reasonable additional handling costs associated with the preparation by the proximate intermediary of the securityholder materials for mailing to OBOs. 2.15 Adjournment or Change in Meeting – A reporting issuer that sends a notice of adjournment or other change for a meeting to registered holders of its securities shall concurrently send the notice, including any change in the beneficial ownership determination date: (a) to each of the persons or companies referred to in subsection 2.2(1); (b) to each proximate intermediary to which the reporting issuer sent a request for beneficial ownership information for the meeting under subsection 2.5(1); (c) directly, in accordance with section 2.9, other than the timing requirement of that section, to each of the NOBOs to which it previously directly sent proxy- related materials for the meeting under section 2.9; and (d) indirectly, in accordance with section 2.12, other than the timing requirement of that section, to each of the NOBOs and OBOs to which it previously indirectly sent proxy-related materials for the meeting under section 2.12. 2.16 Explanation of voting rights (1) If a reporting issuer sends proxy-related materials for a meeting to a beneficial owner of its securities, the materials must explain, in plain language, how the beneficial owner can exercise voting rights attached to the securities, including an explanation of how to attend and vote the securities directly at the meeting. 911 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) Management of a reporting issuer must provide the following disclosure in the information circular: (a) whether the reporting issuer is sending proxy-related materials to registered holders or beneficial owners using notice-and-access, and if stratification will be used, the types of registered holders or beneficial owners who will receive paper copies of the information circular and, if applicable, the documents in paragraph 2.7.1(2)(b); (b) whether the reporting issuer is sending proxy-related materials directly to NOBOs; (c) whether the reporting issuer intends to pay for an intermediary to deliver to OBOs the proxy-related materials and Form 54-101F7, and if the reporting issuer does not intend to pay for such delivery, a statement that OBOs will not receive the materials unless their intermediary assumes the costs of delivery. 2.17 Voting instruction form (Form 54-101F6) A reporting issuer that sends proxy-related materials directly to a NOBO that solicit votes or voting instructions from securityholders must include with the proxy-related materials a Form 54-101F6. 2.18 Appointing beneficial owner as proxy holder (1) A reporting issuer whose management holds a proxy in respect of securities beneficially owned by a NOBO must arrange, without expense to the NOBO, to appoint the NOBO or a nominee of the NOBO as a proxy holder in respect of those securities if the NOBO has instructed the reporting issuer to do so using either of the following methods: (a) the NOBO filled in and submitted the Form 54-101F6 previously sent to the NOBO by the reporting issuer; (b) the NOBO submitted any other document in writing that requests that the NOBO or a nominee of the NOBO be appointed as a proxyholder. (2) If management appoints a NOBO or a nominee of the NOBO as a proxy holder under subsection (1), the NOBO or nominee of the NOBO, as applicable, must be given authority to attend, vote and otherwise act for and on behalf of management of the reporting issuer in respect of all matters that may come before the applicable meeting and at any adjournment or continuance, unless corporate law prohibits the giving of that authority. (3) A reporting issuer who appoints a NOBO as a proxy holder pursuant to subsection (1) must deposit the proxy within any time specified for the deposit in the information circular if the reporting issuer obtains the instructions under subsection (1) at least one business day before the termination of that time. (4) If corporate law requires an intermediary or depository to appoint the NOBO or nominee of the NOBO as a proxy holder in respect of securities beneficially owned by the NOBO in accordance with any written voting instructions received from the NOBO, and the intermediary has received the written voting instructions, the reporting issuer must provide, upon request by the intermediary, confirmation of both of the following: (a) management of the reporting issuer will comply with subsections 2.18(1) and (2); 912 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) management of the reporting issuer is acting on behalf of the intermediary or depository to the extent it appoints the NOBO or nominee of the NOBO as proxy holder in respect of the securities of the reporting issuer beneficially owned by the NOBO. (5) A confirmation provided under subsection (4) must identify the specific meeting to which the confirmation applies, but is not required to specify each proxy appointment that management of the reporting issuer has made. 2.19 Tabulation and Execution of Voting Instructions – A reporting issuer shall: (a) tabulate the voting instructions received from NOBOs in response to a request for voting instructions referred to in section 2.17; and (b) through the actions of management of the reporting issuer, execute the voting instructions as instructed by the NOBOs, to the extent that the management of the reporting issuer holds the corresponding proxy. 2.20 Abridging Time – A reporting issuer may abridge the time prescribed in paragraph 2.1(b) or subsections 2.2(1) or 2.5(1) if the reporting issuer: (a) arranges to have proxy-related materials for the meeting sent in compliance with the applicable timing requirements in sections 2.9 and 2.12; (a.1) if the reporting issuer uses notice-and-access, fixes the record date for notice to be at least 40 days before the date of the meeting and sends the notification of meeting and record dates under section 2.2 at least 3 business days before the record date for notice; (b) arranges to have carried out all of the requirements of this Instrument in addition to those described in subparagraph (a); and (c) files at the time it files the proxy-related materials, a certificate of one of its officers reporting that it made the arrangements described in paragraphs (a) and (b) and that the reporting issuer is relying upon this section. PART 3 INTERMEDIARIES’ OBLIGATIONS CONCERNING THE PART 3 OBTAINING OF BENEFICIAL OWNER INSTRUCTIONS 3.1 Intermediary Information to Depository (1) Before a person or company acts as an intermediary, the person or company shall send the following information to each depository: (a) the intermediary’s name and address; (b) the name and address of each nominee of the intermediary in whose name the intermediary holds securities on behalf of beneficial owners; and (c) the name, address, telephone number, fax number and any electronic mail address of a representative of the intermediary. (2) A person or company that is an intermediary on the date of the coming into force of this Instrument shall, on that date, send to each depository the information referred to in subsection (1), unless it has already done so. (3) An intermediary shall send notice to each depository of a change in the information contained in a notice given under this section within five business days after the change. 913 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 3.2 Instructions from New Clients – Subject to section 3.4, an intermediary that opens an account for a client shall: (a) as part of its procedures to open the account, send to the client an explanation to clients and a client response form; and (b) before the intermediary holds securities on behalf of the client in the account: (i) obtain instructions from the client on the matters to which the client response form pertains; (ii) obtain the electronic mail address of the client, if available; and (iii) if applicable, enquire whether the client wishes to consent and, if so, obtain the consent of the client, to electronic delivery of documents by the intermediary to the client. 3.3 Transitional – Instructions from Existing Clients – An intermediary that holds securities on behalf of a client in an account that was opened before the coming into force of this Instrument: (a) may seek new instructions from its client in relation to the matters to which the client response form pertains; and (b) in the absence of new instructions from the client, shall rely on the instructions previously given or deemed to have been given by the client under NP41 in respect of that account, on the following basis: (i) if the client chose to permit the intermediary to disclose the client’s name and security holdings to the issuer of the security or other sender of material, the client is a NOBO under this Instrument; (ii) if the client was deemed to have permitted the intermediary to disclose the client’s name and security holdings to the issuer of the security or other sender of material, the intermediary may choose to treat the client as a NOBO under this Instrument; (iii) if the client chose not to permit the intermediary to disclose the client’s name and security holdings to the issuer of the security or other sender of material, the client is an OBO under this Instrument; (iv) if the client chose not to receive material relating to annual or special meetings of securityholders or audited financial statements, the client is considered to have declined under this Instrument to receive: (A) proxy-related materials that are sent in connection with a securityholder meeting; (B) financial statements and annual reports that are not part of proxy-related materials; and (C) materials sent to securityholders that are not required by corporate or securities law to be sent to registered securityholders; (v) if the intermediary was permitted not to provide material relating to annual meetings of securityholders or audited financial statements, the client is considered to have declined under this Instrument to receive: (A) proxy-related materials that are sent in connection with a securityholder meeting that is not a special meeting; 914 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (B) financial statements and annual reports that are not part of proxy-related materials; and (C) materials sent to securityholders that are not required by corporate or securities law to be sent to registered securityholders; (vi) if the client chose to receive material relating to annual or special meetings of securityholders and audited financial statements, the client is considered to have chosen under this Instrument to receive all securityholder materials sent to beneficial owners of securities; (vii) the client is considered to have chosen under this Instrument as the client’s preferred language of communication the language that has been customarily used by the intermediary to communicate with the client; (c) shall obtain new instructions on the matters to which a client response form pertains from any client that is a NOBO under subparagraph (ii) of paragraph (b) in sufficient time to obtain new instructions from the client before January 1, 2004. 3.4 Amending Client Instructions – A client may at any time change the instructions it has given or is deemed to have given in connection with any of the choices provided for in the client response form by advising the intermediary that holds securities on the client’s behalf of the change. 3.5 Application of Instructions to Accounts – The instructions given to an intermediary by a beneficial owner under this Part apply in respect of all securities held by the beneficial owner in the account of the intermediary identified in the client response form. PART 4 INTERMEDIARIES’ OTHER OBLIGATIONS 4.1 Request for Beneficial Ownership Information – Response (1) A proximate intermediary that receives a request for beneficial ownership information from a reporting issuer, that pertains to a meeting, shall send to the reporting issuer, through the transfer agent, or in the case of a NOBO list, a person or company described in subsection 2.5(5) that sent the request: (a) within three business days of receiving the request, the information referred to in Part 2 of the request for beneficial ownership information other than Item 7; (b) if the request contains a request for a NOBO list, within three business days after the beneficial ownership determination date for the meeting specified in the request, the NOBO list and other information required in accordance with Item 7 of Part 2 of the request for beneficial ownership information as at the beneficial ownership determination date of the meeting; and (c) within three business days after the beneficial ownership determination date for the meeting specified in the request, if the request stated that the reporting issuer will send proxy-related materials to, and seek voting instructions from, NOBOs, a form of omnibus proxy that appoints management of the reporting issuer as the proximate intermediary’s proxy holder for the securities held, as of the beneficial ownership determination date, on behalf of each NOBO identified on the NOBO list, in respect of which the proximate intermediary is either the registered holder or proxy holder. 915 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) A proximate intermediary that receives a request for beneficial ownership information from a reporting issuer that pertains to the sending of securityholder materials other than in connection with a meeting shall, within three business days of receiving the request, send to the reporting issuer, through the transfer agent of the reporting issuer that sent the request, the NOBO lists if applicable and the other information referred to in Part 2 of the request for beneficial ownership information. (3) A proximate intermediary that receives a request for beneficial ownership information from a reporting issuer that contains a request for a NOBO list but does not pertain to a meeting or the sending of securityholder materials shall, within three business days of receiving the request, send to the reporting issuer, through the transfer agent of the reporting issuer that sent the request, the NOBO lists if applicable and the other information referred to in Part 2 of the request for beneficial ownership information. (4) The response of a proximate intermediary to a reporting issuer given under this section shall be a consolidated response relating to all beneficial owners of each class and series of securities, specified in the request for beneficial ownership information, that hold, directly or indirectly, through the proximate intermediary. (5) An intermediary holding securities, directly or indirectly, through a proximate intermediary, shall take all necessary steps to ensure that the proximate intermediary is provided with the information required to enable it to satisfy its obligations under this section within the times required by this section. (6) An intermediary is not required under this Instrument to provide ownership information concerning an OBO to any person or company. 4.2 Sending of Securityholder Materials to Beneficial Owners by Intermediaries (1) Subject to sections 4.3 and 4.7, a proximate intermediary that receives securityholder materials from a reporting issuer for sending to beneficial owners shall send: (a) one set of the materials to each OBO of the relevant securities that is a client of the proximate intermediary; (b) one set of the materials to each NOBO of the relevant securities if the reporting issuer stated in the applicable request for beneficial ownership information, or otherwise advised the proximate intermediary, that the reporting issuer will send the materials to NOBOs indirectly through intermediaries; and (c) appropriate quantities of materials to all intermediaries holding securities of the relevant class or series that are clients of the proximate intermediary, for sending by them under subsection (3). (2) A proximate intermediary shall comply with subsection (1): (a) within four business days after receipt in the case of securityholder materials to be sent by prepaid mail other than first class mail; and (b) within three business days after receipt in the case of securityholder materials to be sent by any other means. 916 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (3) An intermediary that receives securityholder materials from another intermediary under this section shall send, within one business day of receipt: (a) one set of the materials to each OBO that is a client of the intermediary; and (b) appropriate quantities of the materials to all intermediaries holding securities of the relevant class or series that are clients of the intermediary for sending by them under this subsection. (4) The persons or companies to whom securityholder materials are sent under this section shall be determined: (a) as at the beneficial ownership determination date, in the case of proxy- related materials; and (b) as at the date specified in the relevant request for beneficial ownership information, in the case of securityholder materials not sent in connection with a meeting. (5) An intermediary may satisfy its obligation to send securityholder materials to another intermediary under this section by sending the securityholder materials to a person or company designated by the other intermediary. 4.3 Sending Securityholder Materials Against Instructions – An intermediary that receives securityholder materials that are to be sent to a beneficial owner of securities shall not send the securityholder materials to the beneficial owner if the beneficial owner has declined in accordance with this Instrument to receive those materials unless the reporting issuer has specified in the request for beneficial ownership information sent under section 2.5 in connection with the sending of the securityholder materials that the securityholder materials shall be sent to all beneficial owners of securities. 4.4 Voting instruction form (Form 54-101F7) An intermediary that forwards proxy-related materials to a beneficial owner that solicit votes or voting instructions from securityholders must include with the proxy-related materials a Form 54-101F7. 4.5 Appointing beneficial owner as proxy holder (1) An intermediary who is the registered holder of, or holds a proxy in respect of, securities owned by a beneficial owner must arrange, without expense to the beneficial owner, to appoint the beneficial owner or a nominee of the beneficial owner as a proxy holder in respect of those securities if the beneficial owner has instructed the intermediary to do so using either of the following methods: (a) the beneficial owner filled in and submitted the Form 54-101F7 previously sent to the beneficial owner by the intermediary; (b) the beneficial owner submitted any other document in writing that requests that the beneficial owner or a nominee of the beneficial owner be appointed as a proxy holder. 917 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) If an intermediary appoints a beneficial owner or a nominee of the beneficial owner as a proxy holder under subsection (1), the beneficial owner or nominee of the beneficial owner, as applicable, must be given authority to attend, vote and otherwise act for and on behalf of the intermediary in respect of all matters that may come before the applicable meeting and at any adjournment or continuance, unless corporate law does not permit the giving of that authority. (3) An intermediary who appoints a beneficial owner as proxy holder pursuant to subsection (1) must deposit the proxy within any time specified for deposit in the information circular if the intermediary obtains the instructions under subsection (1) at least one business day before the termination of that time. 4.6 Tabulation and Execution of Voting Instructions – An intermediary shall: (a) tabulate voting instructions received from beneficial owners of securities in response to a request for voting instructions sent by the intermediary under section 4.4; and (b) for each beneficial owner, execute the voting instructions received from the beneficial owner to the extent that the intermediary holds a proxy directly given by the registered holder, or indirectly given by the registered holder through one or more other proxy holders, in respect of the securities held by the intermediary for the beneficial owner. 4.7 Securities Legislation – Despite any other provision of this Part, nothing in this Part requires a person or company to send securityholder materials to a beneficial owner if securities legislation specifically permits the person or company to decline to send those materials to the beneficial owner. 4.8 Fees from Persons or Companies other than Reporting Issuers – A proximate intermediary that receives securityholder materials from a person or company that is not a reporting issuer for sending to beneficial owners is not required to send the securityholder materials to any beneficial owners or intermediaries that are clients of the proximate intermediary unless the proximate intermediary receives reasonable assurance of payment for the delivery of the securityholder materials. PART 5 DEPOSITORIES 5.1 Intermediary Master List – A depository shall maintain a current list of intermediaries containing the information received by the depository from intermediaries under section 3.1 and shall send a copy of that list to any new depository recognized under this Instrument. 5.2 Index of Meeting and Record Dates (1) A depository shall maintain an index of pending meetings containing the information that it receives from reporting issuers under section 2.2. (2) A depository shall arrange for the timely publication of the information it receives from a reporting issuer under section 2.2 in the national financial press and may charge the reporting issuer a publication fee in a reasonable amount for the publication. 918 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 5.3 Depository Response to Intermediary Search Request by Reporting Issuer – Within two business days of its receipt of an intermediary search request from a reporting issuer, a depository shall send to the reporting issuer a report, containing information that is as current as possible, that: (a) specifies the number of securities of the reporting issuer of the series or class specified in the request that are registered in the name of the depository, the identity of any other person or company that holds on behalf of the depository securities of the reporting issuer of the series or class specified in the request and the number of such securities held by that other person or company; (b) specifies the names, addresses, telephone numbers, fax numbers, any electronic mail addresses and respective holdings of participants in the depository of securities of the series or class specified in the request, on whose behalf the depository holds the securities; and (c) contains a copy of the intermediary master list. 5.4 Depository to send Participant Omnibus Proxy to Reporting Issuer (1) Within two business days after the beneficial ownership determination date specified in the notification of meeting and record dates referred to in section 2.2, the depository shall send to the reporting issuer an omnibus proxy, appointing each participant, on whose behalf, and to the extent that, the depository holds, as of the beneficial ownership determination date, securities that entitle the holder to vote at the meeting, as the depository’s proxy holder in respect of the securities held by the depository on behalf of the participant. (2) The depository shall send to each of the participants named in an omnibus proxy referred to in subsection (1), at the same time as the depository sends the omnibus proxy to the reporting issuer, confirmation of the proxy given by the depository. (3) If corporate law requires a depository to appoint a beneficial owner or nominee of the beneficial owner as a proxy holder in respect of securities beneficially owned by the beneficial owner in accordance with any written voting instructions received from the beneficial owner, and the depository has received the written voting instructions, any participant described in subsection (1) must provide, upon request by the depository, confirmation of all of the following: (a) the participant will comply with subsections 4.5(1) and (2); (b) the participant is acting on behalf of the depository to the extent it appoints a beneficial owner or nominee of a beneficial owner as proxy holder in respect of the securities of the reporting issuer beneficially owned by the beneficial owner; (c) if the participant is required to execute an omnibus proxy under section 4.1, that the participant will take reasonable steps to request the confirmation set out in subsection 2.18(4). (4) A confirmation provided under subsection (3) must identify the specific securityholder meeting to which the confirmation applies, but is not required to specify each proxy appointment that the participant has made. 919 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 6 OTHER PERSONS OR COMPANIES 6.1 Requests for NOBO Lists from a Reporting Issuer (1) A person or company may request from a reporting issuer the most recently prepared NOBO list, for any proximate intermediary holding securities of the reporting issuer, that is in the reporting issuer’s possession. (2) A request for a NOBO list under this section shall be accompanied by an undertaking in the form of Form 54-101F9 of the person or company making the request. (3) The person or company making a request under subsection (1) shall pay a fee to the reporting issuer for preparing the NOBO list for sending under this section. (4) A reporting issuer shall send any NOBO list requested under this section, within ten days of receipt of both the request and the fee for preparing the list for sending under this section. (5) A reporting issuer shall delete from any NOBO list sent under this section any reference to FINS numbers referred to in any form and any other information that would identify the intermediary through which a NOBO holds securities. 6.2 Other Rights and Obligations of Persons and Companies other than Reporting Issuers (1) A person or company may take any action permitted under this Instrument to be taken by a reporting issuer and, in so doing, has all the rights, and is subject to all of the obligations, of a reporting issuer in connection with that action, unless this Instrument specifies a different right or obligation. (2) In connection with actions taken under subsection (1) by a person or company other than the reporting issuer, references in this Instrument to a “reporting issuer” shall be read as references to that person or company and all other persons and companies will have the same obligations under this Instrument to that person or company as they would have if the person or company were the reporting issuer. (3) Subsections (1) and (2) do not apply to sections 2.1, 2.2, subsections 2.3(1) and 2.5(1), paragraphs 2.12(1)(a) and (b) and sections 2.14 and 2.18, paragraph 4.1(1) (c), section 5.4. (4) A person or company other than the reporting issuer to which the request relates that makes an intermediary search request under subsection 2.3(2) or a request for beneficial ownership information under subsection 2.5(2) shall concurrently send a copy of that request to the reporting issuer of the securities to which the request relates. (5) A person or company other than the reporting issuer to which the request relates that makes an intermediary search request under subsection 2.3(2) or a request for beneficial ownership information under subsection 2.5(2) shall provide an undertaking in the form of Form 54-101F9. (6) A person or company, other than the reporting issuer to which the request relates, that sends materials indirectly to beneficial owners must comply with the following: (a) the person or company must pay to the proximate intermediary a fee for sending the securityholder materials to the beneficial owners; (b) the person or company must provide an undertaking to the proximate intermediary in the form of Form 54-101F10. 920 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 7 USE OF NOBO LIST AND INDIRECT SENDING OF MATERIALS 7.1 Use of NOBO list (1) A reporting issuer may use a NOBO list, or a report prepared under section 5.3 relating to the reporting issuer and obtained under this Instrument, in connection with any matter relating to the affairs of the reporting issuer. (2) A person or company that is not the reporting issuer must not use a NOBO list, or a report prepared under section 5.3 relating to the reporting issuer and obtained under this Instrument, in any manner other than any of the following: (a) for sending securityholder materials directly to NOBOs in accordance with this Instrument; (b) in respect of an effort to influence the voting of securityholders of the reporting issuer; (c) in respect of an offer to acquire securities of the reporting issuer. 7.2 Sending of Materials (1) A reporting issuer may send securityholder materials indirectly to beneficial owners of securities of the reporting issuer using the procedures in section 2.12, or directly to NOBOs of the reporting issuer using a NOBO list, in connection with any matter relating to the affairs of the reporting issuer. (2) A person or company that is not the reporting issuer may send securityholder materials indirectly to beneficial owners of securities of the reporting issuer using the procedures in section 2.12, or directly to NOBOs of the reporting issuer using a NOBO list, only in connection with one or both of the following: (a) an effort to influence the voting of securityholders of the reporting issuer; (b) an offer to acquire securities of the reporting issuer. PART 8 MISCELLANEOUS 8.1 Default of Party in Communication Chain – If a person or company fails to send information or materials in accordance with the requirements of this Instrument, the person or company whose required response or action under this Instrument is dependent upon receiving the information or materials shall use reasonable efforts to obtain the information or materials from the other person or company, and in so doing is exempt from the timing provisions of this Instrument in connection with the response or action to the extent that the delay arose from the failure of the other person or company. 8.2 Right to Proxy – Nothing in this Instrument shall be interpreted to restrict in any way: (a) a beneficial owner’s right to demand and to receive from an intermediary holding securities on behalf of the beneficial owner a proxy enabling the beneficial owner to vote the securities; or (b) the right of a depository or intermediary to vary an omnibus proxy in respect of securities to properly reflect a change in the registered or beneficial ownership of the securities. 921 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 9 EXCEPTIONS AND EXEMPTIONS 9.1 Audited Annual Financial Statements or Annual Report – The time periods applicable to sending of proxy-related materials prescribed in this Instrument do not apply to the sending of proxy-related materials that are annual financial statements or an annual report if the statements or report are sent directly or indirectly in accordance with the Instrument to beneficial owners of the securities within the time limitations established in applicable corporate law and securities legislation for the sending of the statements or report to registered holders of the securities. 9.1.1 Compliance with SEC Notice-and-Access Rules (1) Despite section 2.7, a reporting issuer that is an SEC issuer can send proxy- related materials to beneficial owners using a delivery method permitted under U.S. federal securities law, if all of the following apply: (a) the SEC issuer is subject to, and complies with Rule 14a-16 under the 1934 Act; (b) the SEC issuer has arranged with each intermediary through whom the beneficial owner holds its interest in the reporting issuer’s securities to have each intermediary send the proxy-related materials to the beneficial owner by implementing the procedures under Rule 14b-1 or Rule 14b-2 of the 1934 Act that relate to the procedures in Rule 14a-16 under the 1934 Act; (c) residents of Canada do not own, directly or indirectly, outstanding voting securities of the issuer 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. (2) Part 4 does not apply to an intermediary with whom a reporting issuer has made arrangements under paragraph (1)(b) if the intermediary implements the procedures under Rule 14b-1 or Rule 14b-2 of the 1934 Act that relate to the procedures in Rule 14a-16 under the 1934 Act. 9.2 Exemptions (1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario only the regulator may grant such an exemption. 922 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 10 EFFECTIVE DATES AND TRANSITION 10.1 Effective Date of Instrument – This Instrument comes into force on July 1, 2002. 10.2 Transition – A reporting issuer that has filed a notice of a meeting and record date with the securities regulatory authority in accordance with the provisions of NP41 before the coming into force of this Instrument is, with respect to that meeting, exempt from the provisions of this Instrument if the reporting issuer complies with the provisions of NP41. 10.3 Sending of Proxy-Related Materials – Despite section 2.7, a reporting issuer sending proxy-related materials to beneficial owners of securities under section 2.7 for a meeting to be held before September 1, 2004 shall send those materials only indirectly to the beneficial owners under section 2.12. 10.4 NOBO Lists – No person or company shall be obliged to furnish a NOBO list under this Instrument before September 1, 2002. NATIONAL INSTRUMENT 54‑101 COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER FORM 54‑101F1 EXPLANATION TO CLIENTS AND CLIENT RESPONSE FORM Note: Terms used in this Form have the meanings given to them in National Instrument 54-101. The use of this Form is referenced in sections 1.1, 3.2, 3.3, 3.4 and 3.5 of National Instrument 54-101. EXPLANATION TO CLIENTS [Letterhead of Intermediary] Based on your instructions, the securities in your account with us are not registered in your name but in our name or the name of another person or company holding your securities on our behalf. The issuers of the securities in your account may not know the identity of the beneficial owner of these securities. We are required under securities law to obtain your instructions concerning various matters relating to your holding of securities in your account. Disclosure of Beneficial Ownership Information Securities law permits reporting issuers and other persons and companies to send materials related to the affairs of the reporting issuer directly to beneficial owners of the reporting issuer’s securities if the beneficial owner does not object to having information about it disclosed to the reporting issuer or other persons and companies. Part 1 of the client response form allows you to tell us if you OBJECT to the disclosure by us to the reporting issuer or other persons or companies of your beneficial ownership information, consisting of your name, address, electronic mail address, securities holdings and preferred language of communication. Securities legislation restricts the use of your beneficial ownership information to matters relating to the affairs of the reporting issuer. 923 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 If you DO NOT OBJECT to the disclosure of your beneficial ownership information, please mark the first box in Part 1 of the form. In those circumstances, you will not be charged with any costs associated with sending securityholder materials to you. If you OBJECT to the disclosure of your beneficial ownership information by us, please mark the second box in Part 1 of the form. If you do this, all materials to be delivered to you as a beneficial owner of securities will be delivered by us. [Instruction: Disclose particulars of any fees or charges that the intermediary may require an objecting beneficial owner to pay in connection with the sending of securityholder materials.] Receiving Securityholder Materials For securities that you hold through your account, you have the right to receive proxy- related materials sent by reporting issuers to registered holders of their securities in connection with meetings of such securityholders. Among other things, this permits you to receive the necessary information to allow you to have your securities voted in accordance with your instructions at a securityholder meeting. [Optional: Revise this paragraph, if appropriate, to state that objecting beneficial owners will not receive materials unless they or the relevant issuers bear the costs.] In addition, reporting issuers may choose to send other securityholder materials to beneficial owners, although they are not obliged to do so. Securities law permits you to decline to receive securityholder materials. The three types of materials that you may decline to receive are: (a) proxy-related materials, including annual reports and financial statements, that are sent in connection with a securityholder meeting; (b) annual reports and financial statements that are not part of proxy-related materials; and (c) materials that a reporting issuer or other person or company sends to securityholders that are not required by corporate or securities law to be sent to registered holders. Part 2 of the client response form allows you to receive all materials sent to beneficial owners of securities or to decline to receive the three types of materials referred to above. If you want to receive ALL materials that are sent to beneficial owners of securities, please mark the first box on Part 2 of the enclosed client response form. If you want to DECLINE to receive the three types of materials referred to above, please mark the second box in Part 2 of the form. (Note: Even if you decline to receive the three types of materials referred to above, a reporting issuer or other person or company is entitled to deliver these materials to you, provided that the reporting issuer or other person or company pays all costs associated with the sending of these materials. These materials would be delivered to you through your intermediary if you have objected to the disclosure of your beneficial ownership information to reporting issuers.) Preferred Language of Communication Part 3 of the client response form allows you to tell us your preferred language of communication (English or French). You will receive materials in your preferred language of communication if the materials are available in that language. 924 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Electronic Delivery of Documents Securities law permits us to deliver some documents by electronic means if the consent of the recipient to the means of delivery has been obtained. Please provide your electronic mail address if you have one. [Instruction: If applicable, either state (1) if the client wishes to receive documents by electronic delivery from the intermediary, the client should complete, sign and return an enclosed consent form with the client response form or (2) inform the client that electronic delivery of documents by the intermediary may be available upon his or her consent, and provide information as to how the client may provide that consent.] Contact If you have any questions or want to change your instructions in the future, please contact [name] at [phone number] or [address, fax number, electronic mail address and/or website]. CLIENT RESPONSE FORM TO: [NAME OF INTERMEDIARY] Account Number(s): I have read and understand the explanation to clients that you have provided me in connection with this form and the choices indicated by me apply to all of the securities held in the above account(s). PART 1 – Disclosure of Beneficial Ownership Information Please mark the corresponding box to show whether you DO NOT OBJECT or OBJECT to us disclosing your name, address, electronic mail address, securities holdings and preferred language of communication (English or French) to issuers of securities you hold with us and to other persons or companies in accordance with securities law. [Optional: For clients that OBJECT, disclose particulars of any fees or charges that the intermediary may require the client to pay in connection with the sending of securityholder materials.] [Note: The client response form may contain a place where an objecting beneficial owner can indicate its agreement to pay costs of delivery of securityholder materials that are not borne or required to be borne by another person or company.]  I DO NOT OBJECT to you disclosing the information described above.  I OBJECT to you disclosing the information described above. PART 2 – Receiving Securityholder Materials Please mark the corresponding box to show what materials you want to receive. Securityholder materials sent to beneficial owners of securities consist of the following materials: (a) proxy-related materials for annual and special meetings; (b) annual reports and financial statements that are not part of proxy-related materials; and (c) materials sent to securityholders that are not required by corporate or securities law to be sent.  I WANT to receive ALL securityholder materials sent to beneficial owners of securities.  I DECLINE to receive ALL securityholder materials sent to beneficial owners of securities. (Even if I decline to receive these types of materials, I understand that a reporting issuer or other person or company is entitled to send these materials to me at its expense.)  I WANT to receive ONLY proxy-related materials that are sent in connection with a special meeting. 925 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (Important note: These instructions do not apply to any specific request you give or may have given to a reporting issuer concerning the sending of interim financial reports of the reporting issuer. In addition, in some circumstances, the instructions you give in this client response form will not apply to annual reports or financial statements of an investment fund that are not part of proxy-related materials. An investment fund is also entitled to obtain specific instructions from you on whether you wish to receive its annual report or financial statements, and where you provide specific instructions, the instructions in this form with respect to financial statements will not apply.) PART 3 – Preferred Language of Communication Please mark the corresponding box to show your preferred language of communication.  ENGLISH  FRENCH I understand that the materials I receive will be in my preferred language of communication if the materials are available in that language. NATIONAL INSTRUMENT 54‑101 COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER FORM 54‑101F2 REQUEST FOR BENEFICIAL OWNERSHIP INFORMATION Note: Terms used in this Form have the meanings given to them in National Instrument 54-101. The use of this Form is referenced in sections 1.1, 2.5, 2.6, 2.9, 2.10, 2.12, 2.13, 2.14 and 4.1, 4.2, 4.3 and 6.2 of National Instrument 54-101. References in this Form should be amended as appropriate to refer to any person or company using this Form in accordance with section 6.2 of National Instrument 54-101. PART 1 REPORTING ISSUER INFORMATION Item 1 – Name and address of the reporting issuer in English and, if applicable, French. State the name and address of the reporting issuer in English and, if applicable, French. Item 2 - Contact person(s) State the name, address, telephone number, facsimile number and email address of the contact person(s) of the reporting issuer, and of the reporting issuer’s agent, if applicable, with whom the intermediary should deal. If different from the foregoing, also state the name, address, telephone number, facsimile number and email address of the contact person(s) of the reporting issuer responsible for dealing with invoices. Item 3 – Name and ISIN 4 Number of each class or series of securities to be searched State the name and ISIN number of each class or series of securities of the reporting issuer for which information is requested. 926 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 4 – Purpose of the request for beneficial ownership information State whether the request is being made: (a) in connection with neither a meeting nor the sending of securityholder materials; (b) for the purpose of obtaining a NOBO list, and in connection with sending securityholder materials, but not in connection with a meeting; (c) for the purpose of obtaining a NOBO list, and in connection with a meeting; (d) in connection with sending securityholder materials, not in connection with a meeting, and without a NOBO list being requested; or (e) in connection with a meeting, without a NOBO list being requested. Item 5 – Information to be Included or Requested if Item 4(a) is Applicable 5.1 If a NOBO list is desired, request a NOBO list without FINS number information. 5.2 If desired, request information on the number of OBOs and NOBOs of the reporting issuer, indicating the number of each that have declined to accept materials to the extent applicable and the number of OBOs and NOBOs who have consented to electronic delivery of documents. 5.3 Specify the date as of which the NOBO list or the information referred to in item 5.2 is to be prepared. 5.4 If a NOBO list is requested, confirm that an undertaking of the reporting issuer in the form of Form 54-101F9 is enclosed or is being concurrently provided with the request for beneficial ownership information. Item 6 – Information to be Included or Requested if Item 4(b) is Applicable 6.1 Request a NOBO list without FINS number information.

6.2 Provide an itemized list of the securityholder materials to be sent. 6.3 Indicate whether the securityholder materials are available in English or French only or in both English and French. 6.4 State whether the reporting issuer will send the materials directly to NOBOs or whether the reporting issuer will send the materials to the proximate intermediary for sending to NOBOs. 6.5 State the date as of which information provided in response to the request, including the NOBO lists, is to be provided. 6.6 State the date when the reporting issuer anticipates that proximate intermediaries will receive the materials referred to in item 6.2. 6.7 State whether the materials are to be sent by first class mail to the beneficial owners of securities and if not, state what method is to be used to send the materials, bearing in mind the different timing requirements in section 2.12 of the National Instrument. State whether the reporting issuer would like materials to be sent electronically when consent has been obtained from the beneficial owner of securities. [If materials are to be sent electronically, the sender should bear in mind the principles of National Policy 11-201 Electronic Delivery of Documents]. 927 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 6.8 Confirm that an undertaking of the reporting issuer in the form of Form 54-101F9 is enclosed or is being concurrently provided with the request for beneficial ownership information. 6.9 State if securityholder materials are to be sent to (a) all beneficial owners of securities (including beneficial owners that have declined to receive them), (b) only those beneficial owners who have requested to receive all securityholder materials, or (c) only those beneficial owners who have requested to receive all securityholder materials or special meeting materials. Item 7 – Information to be Included or Requested if Item 4(c) is Applicable 7.1 Request a NOBO list. If the reporting issuer will send proxy-related materials directly to NOBOs and seek voting instructions from NOBOs, specify that the NOBO list will include FINS number information. Otherwise, specify that the NOBO list will exclude FINS number information. 7.2 Provide an itemized list of the proxy-related materials to be sent. 7.3 Indicate whether the proxy-related materials are available in English or French only or in both English and French. 7.4 State whether the reporting issuer will send the materials directly to NOBOs or whether the reporting issuer will send the materials to the proximate intermediary for sending to NOBOs. If the reporting issuer will send materials directly to NOBOs, state whether the reporting issuer will be seeking voting instructions from NOBOs in connection with the meeting. 7.5 State: (a) the type of meeting (annual, special or annual and special); (b) the beneficial ownership determination date of the meeting; (c) the date, time and place of meeting; and (d) the cut-off date and time for proxy receipt, if applicable. 7.6 State the name and ISIN number of each class or series of securities that carry the right to receive notice of the meeting or the right to vote at the meeting. 7.7 State that the information to be provided in response to the request, including the NOBO list, is to be provided as at the beneficial ownership determination date of the meeting. 7.8 State the date when the reporting issuer anticipates that proximate intermediaries will receive the materials referred to in item 7.2. 7.9 State whether the materials are to be sent by first class mail to the beneficial owners of securities and if not, state what method is to be used to send the materials, bearing in mind the different timing requirements in section 2.12 of the National Instrument. State whether the reporting issuer would like materials to be sent electronically when consent has been obtained from the beneficial owner of securities. [If materials are to be sent electronically, the sender should bear in mind the principles of National Policy 11-201 Electronic Delivery of Documents]. 7.10 Confirm that an undertaking of the reporting issuer in the form of Form 54-101F9 is enclosed or is being concurrently provided with the request for beneficial ownership information. 928 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 7.11 State if securityholder materials are to be sent to (a) all beneficial owners of securities (including beneficial owners that have declined to receive them), (b) only those beneficial owners who have requested to receive all securityholder materials, or (c) only those beneficial owners who have requested to receive all securityholder materials or special meeting materials. 7.12 State whether the reporting issuer is using notice-and-access, and any stratification criteria to be used. [Before completing this item, the reporting issuer should discuss with the intermediary what stratification criteria the intermediary is able to apply.] Item 8 – Information to be Included or Requested if Item 4(d) is Applicable 8.1 Provide an itemized list of the securityholder materials to be sent. 8.2 Indicate whether the securityholder materials are available in English or French only or in both English and French. 8.3 State the date as at which information provided in response to the request is to be provided. 8.4 State the date when the reporting issuer anticipates that proximate intermediaries will receive the materials referred to in item 8.1. 8.5 State whether the materials are to be sent by first class mail to the beneficial owners of securities, and, if not, state what method is to be used to send the materials, bearing in mind the different timing requirements in section 2.12 of the National Instrument. State whether the reporting issuer would like materials to be sent electronically when consent has been obtained from the beneficial owner of securities. [If materials are to be sent electronically, the sender should bear in mind the principles of National Policy 11-201 Electronic Delivery of Documents]. 8.6 State if securityholder materials are to be sent to (a) all beneficial owners of securities (including beneficial owners that have declined to receive them), (b) only those beneficial owners who have requested to receive all securityholder materials, or (c) only those beneficial owners who have requested to receive all securityholder materials or special meeting materials. Item 9 – Information to be Included or Requested if Item 4(e) is Applicable 9.1 Provide an itemized list of the proxy-related materials to be sent. 9.2 Indicate whether the proxy-related materials are available in English or French only or in both English and French. 9.3 State: (a) the type of meeting (annual, special or annual and special); (b) the beneficial ownership determination date of the meeting; (c) the date, time and place of meeting; and (d) the cut-off date and time for proxy receipt, if applicable. 9.4 State the name and ISIN number of each class or series of securities that carry the right to receive notice of the meeting or the right to vote at the meeting. 9.5 State that the information to be provided in response to the request is to be provided as at the beneficial ownership determination date of the meeting. 9.6 State the date when the reporting issuer anticipates that proximate intermediaries will receive the materials referred to in item 9.1. 929 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 9.7 State whether the materials are to be sent by first class mail to the beneficial owners of securities and, if not, state what method is to be used to send the materials, bearing in mind the different timing requirements in section 2.12 of the National Instrument. State whether the reporting issuer would like materials to be sent electronically when consent has been obtained from the beneficial owner of securities. [If materials are to be sent electronically, the sender should bear in mind the principles of National Policy 11-201 Electronic Delivery of Documents]. 9.8 State if securityholder materials are to be sent to (a) all beneficial owners of securities (including beneficial owners that have declined to receive them), (b) only those beneficial owners who have requested to receive all securityholder materials, or (c) only those beneficial owners who have requested to receive all securityholder materials or special meeting materials. 9.9 State whether the reporting issuer is using notice-and-access, and any stratification criteria to be used. [Before completing this item, the reporting issuer should discuss with the intermediary what stratification criteria the intermediary is able to apply.] Item 10 – Payment of Costs of Sending to OBOs 10.1 State whether the reporting issuer will pay the costs associated with the delivery of the securityholder materials to OBOs by intermediaries. Part 2 PROXIMATE INTERMEDIARY RESPONSE Item 1 – Name and address of proximate intermediary State the name and address of the proximate intermediary. Item 2 – Contact person State the name, telephone number, fax number and any electronic mail address and website of the contact person(s) of the proximate intermediary, or of the proximate intermediary’s agent, if applicable, with whom the reporting issuer should deal. Item 3 – Consolidation of replies 3.1 If applicable, provide a list of: (a) all nominees and depositories who hold securities on behalf of the proximate intermediary; and (b) all nominees, depositories and other intermediaries for whom the proximate intermediary, directly or indirectly, holds securities. 3.2 Provide a list showing the number and class of securities held by each of the persons or companies referred to in Item 3.1. 3.3 Confirm that the information provided in the response includes securities held through those nominees, depositories and intermediaries holding, directly or indirectly, through the proximate intermediary. Item 4 – Address for receipt of materials If the request for beneficial ownership information was made either in connection with sending securityholder materials apart from a meeting, or in connection with a meeting, provide, if different from the information provided under Item 2, the name and municipal address to which the materials are to be sent for forwarding by the intermediary to beneficial owners or other intermediaries. 930 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Also provide the name, telephone number, fax number and any electronic mail address and website of the contact person at that address if different from the information provided under item 2. Item 5 – Number of sets of materials required for forwarding by proximate Item 5 – intermediary to beneficial owners 5.1 Unless the request for beneficial ownership information was made only to obtain NOBO lists, state the number, including the number required in each case in English and French, of materials specified in Part 1 of this form required for forwarding by the proximate intermediary to beneficial owners. If the proximate intermediary is in a foreign jurisdiction and the law in that jurisdiction requires the proximate intermediary to send securityholder materials to beneficial owners including NOBOs, this fact may be stated and the number of sets of materials specified may include the number required for such NOBOs. 5.2 If the reporting issuer has specified that it will send documents electronically, state the: (a) aggregate number of beneficial owners that hold securities, directly or indirectly, through the proximate intermediary; and (b) the aggregate number of the beneficial owners referred to in paragraph (a) that have consented to electronic delivery of the documents by the intermediary through whom they hold the relevant securities. 5.3 State the number of OBOs with addresses, as shown in the records of the intermediary through which the OBO holds securities, in each jurisdiction. Item 6 – Preliminary Search Information If the request for beneficial ownership information was made to receive information under item 5.2 of the request, provide information on the number of OBOs and NOBOs of the reporting issuer, indicating the number of each that have declined to receive materials in accordance with the Instrument. Item 7 – NOBO Lists If a NOBO list was requested and if the proximate intermediary is able to provide the list in electronic form in the form of Form 54-101F5, confirm that the proximate intermediary shall send it electronically in that form. If a NOBO list was requested and if the proximate intermediary is unable to provide the list electronically in the form of Form 54-101F5, enclose the list with the response. Unless the request for beneficial ownership information stated that the request was being made for the purpose of obtaining NOBO lists and in connection with a meeting where the reporting issuer would be sending materials to NOBOs and seeking voting instructions from NOBOs, exclude from the NOBO list the FINS number information. Item 8 – Confirmation of the search Confirm the completeness and accuracy of the foregoing information. 931 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 9 – Warning If NOBO lists were requested, the response shall contain the following statement: WARNING: IT IS AN OFFENCE TO USE A NOBO LIST FOR PURPOSES OTHER THAN IN CONNECTION WITH: a. sending securityholder materials to NOBOs in accordance with National Instrument 54-101; b. an effort to influence the voting of securityholders of the reporting issuer; c. an offer to acquire securities of the reporting issuer; or d. any other matter relating to the affairs of the reporting issuer. Item 10 – Non-Delivery to OBOs 10.1 State whether the proximate intermediary or any other intermediaries on whose behalf the proximate intermediary holds securities are entitled to decline to send, and will not send, securityholder materials to an OBO unless the OBO, or the relevant issuer, pays the costs of sending. [This provision is not necessary if a reporting issuer has indicated in Form 54-102F2 that it will pay the costs of the intermediaries sending materials to OBOs.] 10.2 Estimate the number of OBOs and their aggregate approximate holdings in securities of the reporting issuer that hold through the intermediaries referred to in item 10.1. 932 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) NATIONAL INSTRUMENT 54‑101 COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER FORM 54‑101F3 OMNIBUS PROXY (DEPOSITORIES) Note: Terms used in this Form have the meanings given to them in National Instrument 54-101. The use of this Form is referenced in sections 1.1, 2.3, 5.4 and 8.2 of National Instrument 54-101. [Letterhead of Depository] OMNIBUS PROXY Subject to the paragraph that follows, [the undersigned], being a registered holder or proxy holder in respect of securities of the reporting issuer specified below, as at the beneficial ownership determination date, hereby appoints each of the persons or companies identified in the attached schedule, in respect of the corresponding securities referred to below, with power of substitution in each, to attend, vote and otherwise act for and on behalf of [the undersigned] to the extent of the number of securities specified, in respect of all matters that may come before the meeting of securityholders described below, and at any adjournment or continuance thereof. The appointees shall not vote, or give a proxy requiring or authorizing another person or company to vote, the securities represented by this omnibus proxy except in accordance with voting instructions received from the beneficial owners whose securities are represented by this omnibus proxy or in accordance with other legal authority to vote the securities. This instrument supersedes and revokes any prior appointment of proxy made by [the undersigned] with respect to the voting of the securities specified below at such meeting, or at any adjournment thereof. Reporting issuer: ___________________________________ Class/Series of Security: ___________________________________ ISIN Number: ___________________________________ Number of Securities: ___________________________________ Date of Meeting: ___________________________________ Beneficial Ownership Determination Date: ___________________________________ [Include date and signature] 933 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Schedule to Form 54-101F3 [Letterhead of Depository] SCHEDULE TO OMNIBUS PROXY Participant Security Positions Reporting issuer: ___________________________________ ISIN Number: ___________________________________ Effective Date/Beneficial Ownership Determination Date: ___________________________________ _______________________________________________________________________________ Participant Total Number of Securities of the relevant class or series _______________________________________________________________________________ ______________________________________ ___________________________________ [Name/address of participant] [position held by participant] ______________________________________ ___________________________________ [Name/address of participant] [position held by participant] ______________________________________ ___________________________________ [Name/address of participant] [position held by participant] Total Number of Securities held by Participants for the relevant class or series _____________________ [Total] 934 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) NATIONAL INSTRUMENT 54‑101 COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER FORM 54‑101F4 OMNIBUS PROXY (PROXIMATE INTERMEDIARIES) Note: Terms used in this Form have the meanings given to them in National Instrument 54-101. The use of this Form is referenced in sections 1.1, 4.1 and 8.2 of National Instrument 54-101. [Letterhead of Proximate Intermediary] OMNIBUS PROXY Subject to the paragraph that follows, [the undersigned], being a registered holder or proxy holder in respect of securities of the reporting issuer specified below, as at the beneficial ownership determination date, hereby appoints [insert names from reporting issuer’s management proxy], with power of substitution, to attend, vote and otherwise act for and on behalf of [the undersigned] to the extent of the number of securities specified, in respect of all matters that may come before the meeting of securityholders described below, and at any adjournment or continuance. The appointees shall not vote, or give a proxy requiring or authorizing another person or company to vote, the securities represented by this omnibus proxy except in accordance with voting instructions received from the beneficial owners whose securities are represented by this omnibus proxy or in accordance with other legal authority to vote the securities. This instrument supersedes and revokes any prior appointment of proxy made by [the undersigned] with respect to the voting of the securities specified below at such meeting, or at any adjournment thereof. Reporting issuer: ___________________________________ Class/Series of Security: ___________________________________ ISIN Number: ___________________________________ Number of Securities: ___________________________________ Name of Registered Holder of Securities7 : ___________________________________ Date of Meeting: ___________________________________ Beneficial Ownership Determination Date: ___________________________________ [Include date and signature] 935 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 NATIONAL INSTRUMENT 54‑101 COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER FORM 54‑101F5 ELECTRONIC FORMAT FOR NOBO LIST HEADER RECORD TYPE LENGTH POSITION COMMENTS DESCRIPTION RECORD TYPE A 1 1 Header record = A FINS NUMBER A 4 2-5 Prefix T, M, V or C ISIN A 12 6-17 FILLER X 3 18-20 Blank SECURITY DESC. A 32 21-52 Security Description RECORD DATE N 8 53-60 Format YYYYMMDD CREATION DATE N 8 61-68 Format YYYYMMDD FILLER X 250 69-318 Blank DETAIL RECORD TYPE LENGTH POSITION COMMENTS DESCRIPTION RECORD TYPE A 1 1 Detail Record = B FINS NUMBER A 4 2-5 Same as in Header record ISIN A 12 6-17 FILLER X 3 18-20 Blank FILLER X 20 21-40 Blank NAME A 32 41-72 Holder Name ADDRESS A 32 x 6 73-264 Occurs 6 times FILLER X 32 265-296 Blank POSTAL CODE A 9 297-305 POSTAL REGION A 1 306 C=Canada; U=USA; F=Foreign; (other than USA); H=Hand Deliver NOTICE AND A 1 307 Y=Full Pack- ACCESS age;N=Notice Only WARNING: IT IS AN OFFENCE TO USE A NOBO LIST FOR PURPOSES OTHER THAN IN CONNECTION WITH: a. sending securityholder materials to NOBOs in accordance with National Instrument 54-101; b. an effort to influence the voting of securityholders of the reporting issuer; c. an offer to acquire securities of the reporting issuer; or d. any other matter relating to the affairs of the reporting issuer. 936 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) NATIONAL INSTRUMENT 54‑101 COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER FORM 54‑101F6 REQUEST FOR VOTING INSTRUCTIONS MADE BY REPORTING ISSUER Note: Terms used in this Form have the meanings given to them in National Instrument 54-101. The use of this Form is referenced in sections 1.1, 2.11, 2.17 and 2.19 of National Instrument 54-101. References in this Form should be amended as appropriate to refer to the person or company using this Form, in accordance with section 6.2 of National Instrument 54-101. [Letterhead of Reporting issuer] REQUEST FOR VOTING INSTRUCTIONS To our securityholders: We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified below. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions. [Include instructions for appointing alternative proxy.] We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this form to provide your voting instructions to us promptly. [Specify how and to whom the voting instructions may be returned.] If you want to attend the meeting and vote in person, write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, contact [insert name]. [Insert proximate intermediary name, code or identifier; name, address and respective holdings of securities of the relevant series or class held for the NOBO.] [Insert description of proposals to be voted upon, other instructions or explanations, etc.] By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities. (If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.) 937 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 NATIONAL INSTRUMENT 54‑101 COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER FORM 54‑101F7 REQUEST FOR VOTING INSTRUCTIONS MADE BY INTERMEDIARY Note: Terms used in this Form have the meanings given to them in National Instrument 54-101. The use of this Form is referenced in sections 1.1, 4.4 and 4.6 of National Instrument 54-101. References in this Form should be amended as appropriate to refer to the person or company using this Form, in accordance with section 6.2 of National Instrument 54-101. [Letterhead of Intermediary] REQUEST FOR VOTING INSTRUCTIONS To our clients: We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of securities of the series or class held by us in your account but not registered in your name. Unless you attend the meeting and vote in person, your securities can be voted only by us, as registered holder or proxy holder of the registered holder, in accordance with your written instructions. [Include instructions for appointing alternative proxy.] We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this form to provide your voting instructions to us promptly. [Specify how and to whom the voting instructions may be returned.] If you want to attend the meeting and vote in person, write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, contact [insert name]. [Insert intermediary name, code or identifier; name, address and respective holdings of securities of the relevant series or class held for the beneficial owner.] [Insert description of proposals to be voted upon, other instructions or explanations, etc.] By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities. (If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.) 938 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) NATIONAL INSTRUMENT 54‑101 COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER FORM 54‑101F8 LEGAL PROXY Repealed. 22 Mar 2013 SR 15/2013 s3. NATIONAL INSTRUMENT 54‑101 COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER FORM 54‑101F9 UNDERTAKING Note: Terms used in this Form have the meanings given to them in National Instrument 54-101. The use of this Form is referenced in sections 2.5, 6.1 and 6.2 of National Instrument 54-101. I, ____________________________________________________________________________ , (Full Residence Address) _______________________________________________________ , (If this undertaking is made on behalf of a body corporate, set out the full legal name of the body corporate, position of person signing and address for service of the body corporate). SOLEMNLY DECLARE AND UNDERTAKE THAT: 1. I require a list in the required format of the non-objecting beneficial owners of securities of [insert name of the reporting issuer] on whose behalf intermediaries hold securities (a NOBO list), as shown on the records of the intermediaries. OPTION #1: use this alternative if the reporting issuer is providing the undertaking 2. I undertake that the information set out on the NOBO list will be used only in connection with matters relating to the affairs of the reporting issuer. OPTION #2: use this alternative if a person or company other than the reporting issuer is providing the undertaking 2. I undertake that the information set out on the NOBO list will be used only for one or more of the following purposes: (a) sending securityholder materials directly to NOBOs in accordance with National Instrument 54-101; (b) an effort to influence the voting of securityholders of the reporting issuer; (c) an offer to acquire securities of the reporting issuer. 3. I undertake that, except as permitted under National Instrument 54-101, the NOBO list will not be used to send securityholder materials to those NOBOs that are identified on the NOBO list as having chosen not to receive the materials, and that the materials sent shall include the following statement: ‘These securityholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.’ 4. I am aware that it is a contravention of the law to use a NOBO list for purposes other than in connection with one or more of the following: 939 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (a) sending securityholder materials directly to NOBOs in accordance with National Instrument 54-101; (b) an effort to influence the voting of securityholders of the reporting issuer; (c) an offer to acquire securities of the reporting issuer. 5. I declare that I (or the person or company I am using to make this request) has the technological capacity to receive the NOBO list. _____________________________________________ Signature _____________________________________________ Name of person signing _____________________________________________ Date FORM 54‑101F10 UNDERTAKING Note: Terms used in this Form have the meaning given to them in National Instrument 54- 101. The use of this Form is referenced in section 6.2 of National Instrument 54-101. I, _____________________________________________________________________________ _______________________________________________________________________________ (Full Residence Address) (If this undertaking is made on behalf of a person or company other than an individual, set out the full legal name of that person or company, position of the individual signing on behalf of that person or company and address for service.) SOLEMNLY DECLARE AND UNDERTAKE THAT: 1. I wish to send materials to beneficial owners of securities of [insert name of the reporting issuer] on whose behalf intermediaries hold securities, using the indirect sending procedures provided in National Instrument 54-101 (the ‘NI 54-101 Procedures’). 2. I undertake that I am using the NI 54-101 Procedures to send materials to beneficial owners only for the purpose of one or both of the following: (a) an effort to influence the voting of securityholders of the reporting issuer; (b) an offer to acquire securities of the reporting issuer. 3. I am aware that it is a contravention of the law to send materials using the NI 54-101 Procedures for purposes other than in connection with one or both of the following: (a) an effort to influence the voting of securityholders of the reporting issuer; (b) an offer to acquire securities of the reporting issuer. ___________________________________________ Signature ___________________________________________ Name of person signing ___________________________________________ Date 8 Jly 2011 SR 41/2011 s13; 22 Mar 2013 SR 15/2013 s3; 30 Jne 2023 SR 47/202 s12. 940 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 941 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XXV [clause 2(y)] NATIONAL INSTRUMENT 54‑102 INTERIM FINANCIAL STATEMENT AND REPORT EXEMPTION PART 1 DEFINITIONS 1.1(1) In this Instrument: “interim financial statement or report” means, for a reporting issuer: (a) the interim financial statement or quarterly financial statement; or (b) any other report for the first, second or third fiscal quarter; required under securities legislation to be sent by the reporting issuer to registered holders of its securities; “NI 54-101” means National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer; “supplemental list” means the list referred to in Part 2. (2) Terms defined in NI 54-101 and used in this Instrument have the meanings ascribed to them in NI 54-101. PART 2 EXEMPTION FROM REQUIREMENT TO SEND INTERIM FINANCIAL STATEMENT OR REPORT 2.1 Exemption from Requirement To Send Interim Financial Statement or Report – A reporting issuer is exempt from the requirement of securities legislation to send an interim financial statement or report to registered holders of its securities if: (a) the reporting issuer, on or before the date the interim financial statement or report is filed under subparagraph (b)(i), issues a news release with a reasonable summary of the information contained in the interim financial statement or report, if the reporting issuer is not a mutual fund; (b) the reporting issuer concurrently: (i) files the interim financial statement or report with the securities regulatory authority as required by securities legislation, together with the news release required by paragraph (a); (ii) files the interim financial statement or report with all exchanges on which securities of the reporting issuer are listed; (iii) sends the interim financial statement or report to the registered holders, and beneficial owners, of the securities whose names appear on the supplemental list established in accordance with section 2.2; and (c) the interim financial statement or report is for a financial quarter that ended during the twelve-month period that commenced on: (i) the date of the meeting referred to in subparagraph 2.2(a)(i), if the reporting issuer sent a request form in accordance with that subparagraph; or 942 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (ii) the date the reporting issuer sent the financial statements or annual report under paragraph 2.2(a)(ii), if the reporting issuer sent a request form in accordance with that subparagraph. 2.2 Establishment of Supplemental List – In order to establish a supplemental list for the purpose of section 2.1, a reporting issuer shall: (a) send a request form under which a registered holder or beneficial owner of the securities may make, at no cost to the registered holder or beneficial owner, a request to receive the reporting issuer’s interim financial statements or reports; with: (i) its proxy-related materials for a meeting of the holders of the securities; or (ii) its financial statements or annual report, for a financial year, that it sends to the holders of the securities, if the reporting issuer is not required under corporate law to hold an annual meeting for which proxy-related materials are required to be sent to the holders of the securities; and (b) prepare a supplemental list that sets out the registered holders, and beneficial owners, of the securities that have requested its interim financial statements or reports by returning a completed request form to the reporting issuer. PART 3 TRANSITIONAL 3.1 Issuers That Hold Annual Meetings (1) A reporting issuer that is required by corporate law to hold annual meetings of holders of its securities is exempt from the requirement of securities legislation to send an interim financial statement to registered holders of its securities if the reporting issuer: (a) before the coming into force of this Instrument, sent a return card in accordance with NP 41 with the proxy-related materials for a meeting of the holders of its securities, permitting the holder to request that the holder be placed on a list of every person or company that requested the reporting issuer’s interim financial statements; (b) prepared or prepares a list that sets out every person or company that requested its interim financial statements by returning a completed return card to the reporting issuer; and (c) sends the interim financial statement to each person or company whose name appears on the list prepared under paragraph (b), in accordance with the timing requirements of securities legislation that would otherwise apply for sending the interim financial statement to registered holders of the securities. (2) The exemption provided in subsection (1) only applies in respect of sending interim financial statements for financial quarters that end during the twelve- month period that commences on the date of the meeting for which the proxy-related materials included a return card in accordance with subsection (1). 943 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 3.2 Issuers That Do Not Hold Annual Meetings (1) A reporting issuer that is not required under corporate law to hold annual meetings is exempt from the requirement of securities legislation to send an interim financial statement to registered holders of its securities if the reporting issuer: (a) before the coming into force of this Instrument, sent a return card in accordance with NP 41 with the financial statements or annual report, for a financial year, that it sent to the holders of the securities, permitting the holder to request that the holder be placed on a list of every person or company that requested the reporting issuer’s interim financial statements; (b) prepared or prepares a list that sets out every person or company that requested its interim financial statements by returning a completed return card to the reporting issuer; and (c) sends the interim financial statement to each person or company whose name appears on the list prepared under paragraph (b) in accordance with the timing requirements of securities legislation that would otherwise apply for sending the interim financial statement to registered holders of the securities. (2) The exemption provided in subsection (1) only applies in respect of sending interim financial statements for financial quarters that end during the twelve- month period that commences on the date the reporting issuer sent the financial statements or annual report, for a financial year, together with the return card in accordance with subsection (1). PART 4 EFFECTIVE DATE 4.1 Effective Date of Instrument – This Instrument comes into force on July 1, 2002. 12 Jly 2002 SR 52/2002 s.4. How many hours per week do you devote to this business or employment? If this activity is employment with your sponsoring firm and you work less than 30 hours per week, explain why. _______________________________________________________________________________ 5. Conflict of Interest If you have more than one employer or are engaged in business related activities, disclose any potential for confusion by clients and any potential for conflicts of interest arising from your multiple employment or business related activities or proposed business related activities. Include whether or not any of your employers or organizations where you engage in business related activities are listed on an exchange. Confirm whether the firm has procedures for minimizing potential conflicts of interest and if so, confirm that you are aware of these procedures. If you do not perceive any conflicts of interest arising from this employment, explain why. _______________________________________________________________________________ 944 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) SCHEDULE E Ownership of securities and derivatives firms (Item 8) Firm name: ____________________________________________________________________ What is your relationship to the firm? Partner Major shareholder What is the period of this relationship? From: To: (if applicable) _____________________ _____________________ (YYYY/MM) (YYYY/MM) Provide the following information: (a) State the number, value, class and percentage of securities, or the amount of partnership interest you own or propose to acquire when you are reinstated or approved as a result of the review of this form. If acquiring shares when you are so approved or registered, state the source (for example, treasury shares, or if upon transfer, state name of transferor). ___________________________________________________________________________ (b) State the market value (approximate, if necessary) of any subordinated debentures or bonds of the firm to be held by you or any other subordinated loan to be made by you to the firm: ___________________________________________________________________________ (c) If another person or firm has provided you with funds to invest in the firm, provide the name of the person or firm and state the relationship between you and that person or firm: (d) Are the funds to be invested (or proposed to be invested) guaranteed directly or indirectly by any person or firm? Yes No If “Yes”, provide the name of the person or firm and state the relationship between you and that person or firm: ___________________________________________________________________________ (e) Have you directly or indirectly given up any rights relating to these securities or this partnership interest, or do you, when you are registered or approved as a result of the review of this form, intend to give up any of these rights (including 945 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 by hypothecation, pledging or depositing as collateral the securities or partnership interest with any firm or person)? Yes No If “Yes”, provide the name of the person or firm, state the relationship between you and that person or firm and describe the rights that have been or will be given up: ________________________________________________________________________ (f) Is a person other than you the beneficial owner of the shares, bonds, debentures, partnership units or notes held by you? Yes No If “Yes”, complete (g), (h) and (i). (g) Name of beneficial owner: ___________________________________________________________________________ Last name First name Second name Third name (if applicable) (if applicable) (h) Residential address: ___________________________________________________________________________ (number, street, city, province, territory or state, country, postal code) (i) Occupation: ____________________________________________________________ Schedule F Contact information for Notice of collection and use of personal information 2 Oct 2009 SR 81/2009 s9. 946 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 947 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XXVI [Clause 2(z)] MULTI-LATERAL INSTRUMENT 81-104 ALTERNATIVE MUTUAL FUNDS Repealed. 26 Jan 2024 SR 2/2024s4. Part XXVII [Clause 2(aa)] NATIONAL INSTRUMENT 31-102 NATIONAL REGISTRATION DATABASE PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions - In this Instrument: “authorized firm representative” or “AFR” means, for a firm filer, an individual with his or her own NRD user ID and who is authorized by the firm filer to submit information in NRD format for that firm filer and individual filers with respect to whom the firm filer is the sponsoring firm; “chief AFR” means, for a firm filer, an individual who is an AFR and has accepted an appointment as a chief AFR by the firm filer; “firm filer” means a person or company that is required under securities legislation to make an NRD submission in accordance with this Instrument and that is registered as, or has applied for registration as, a dealer, adviser, or investment fund manager; “individual filer” means an individual that is required under securities legislation to make an NRD submission in accordance with this Instrument; “NI 33-109” means National Instrument 33-109 Registration Information; “National Registration Database” or “NRD” means the online electronic database of registration information regarding NRD filers and includes the computer system providing for the transmission, receipt, review, and dissemination of that registration information by electronic means; “NRD account” means an account with a member of the Canadian Payments Association from which fees may be paid with respect to NRD by electronic pre-authorized debit; “NRD administrator” means the Alberta Securities Commission or a successor appointed by the securities regulatory authority to operate NRD; “NRD filer” means an individual filer or a firm filer; “NRD format” means the electronic format for submitting information through the NRD website; “NRD number” means the unique number first generated by NRD to identify an NRD filer, or a business location; “NRD submission” means information that is submitted under securities legislation or securities directions in NRD format, or the act of submitting information under securities legislation or securities directions in NRD format, as the context requires; 2000-1 948 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “NRD website” means the website operated by the NRD administrator for the NRD submissions. 1.2 Interpretation - Terms defined in NI 33-109 and used in this Instrument have the respective meanings ascribed to those terms in NI 33-109. PART 2 INFORMATION TO BE SUBMITTED IN NRD FORMAT 2.1 Registration Information - A person or company that is required to submit any of the following to the securities regulatory authority or regulator must make the submission in NRD format: 1. Form 33-109F1; 2. Form 33-109F2; 3. Form 33-109F3; 4. Form 33-109F4; 5. Form 33-109F5 to report a change to any information previously submitted in respect of Form 33-109F4; 6. Form 33-109F7. PART 3 MAKING NRD SUBMISSIONS 3.1 NRD Submissions (1) An NRD filer that is required under securities legislation to submit information in NRD format must make that NRD submission: (a) through the NRD website; (b) using the NRD number of the NRD filer, or business location; and (c) in accordance with this Instrument. (2) A requirement in securities legislation relating to the format in which a document or other information to be submitted must be printed, or specifying the number of copies of a document that must be submitted, does not apply to an NRD submission required to be made in accordance with this Instrument. (3) An NRD filer making an NRD submission must make the NRD submission through an AFR. 3.2 Ongoing Firm Filer Requirements - A firm filer must: (a) be enrolled with the NRD administrator to use NRD; (b) have one and no more than one chief AFR enrolled with the NRD administrator; (c) maintain one and no more than one NRD account; (d) notify the NRD administrator of the appointment of a chief AFR within seven business days of the appointment; (e) notify the NRD administrator of any change in the name of the firm’s chief AFR within seven business days of the change; (f) submit any change in the name of an AFR, other than the firm’s chief AFR, in NRD format within seven business days of the change; and (g) submit any change in the phone number, fax number or e-mail address of the chief AFR in NRD format within seven days of the change.

949 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 4 PAYMENT OF FEES THROUGH NRD 4.1 Payment of Submission Fees (1) If a fee is required with respect to an NRD submission, a firm filer must pay the required fee by electronic pre-authorized debit through NRD. (2) A payment under subsection (1) must be made from the firm filer’s NRD account. 4.2 Payment of Annual Registration Fees (1) If an NRD filer is required to pay an annual registration fee, the NRD filer must pay the required fee by electronic pre-authorized debit through NRD. (2) A payment under subsection (1) must be made from the NRD filer’s NRD account. 4.3 Payment of NRD User Fees – Annual (1) If a firm filer is required to pay an annual NRD user fee, the firm filer must pay the required fee by electronic pre-authorized debit through NRD. (2) A payment under subsection (1) must be made from the firm filer’s NRD account. 4.4 Payment of Late Filing Fees (1) If a firm filer is required to pay late filing fees because of an activity that creates or relates to an NRD submission, the firm filer must pay the required fee by electronic pre-authorized debit through NRD. (2) A payment under subsection (1) must be made from the firm filer’s NRD account. 4.5 Exemption for Registrants not Resident in Canada - Sections 3.2(c), 4.1, 4.2, 4.3 and 4.4 do not apply to a registered firm that: (a) has no business office in a jurisdiction of Canada; (b) does not have an account with a member of the Canadian Payments Association; (c) is not an affiliate of a registered firm resident in a jurisdiction of Canada; (d) pays the fees referred to in sections 4.1, 4.2 and 4.4 within 14 days of the date the payment is due; (e) pays the following fees within 14 days of the date the payment is due by submitting a cheque, payable to the Ontario Securities Commission in Canadian currency, to CSA Service Desk, Attn: NRD Administrator, 12 Millennium Blvd, Suite 210, Moncton, NB, E1C 0M3; and (f) pays any fee referred to in sections 4.1, 4.2 and 4.4, other than an NRD user fee, by submitting a cheque in Canadian funds to the securities regulatory authority or regulator in the local jurisdiction within 14 days of the date the payment is due. 950 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 5 TEMPORARY HARDSHIP EXEMPTION 5.1 Temporary Hardship Exemption (1) If unanticipated technical difficulties prevent an NRD filer from making an NRD submission within the time required under securities legislation, the NRD filer is exempt from the requirement to make the submission within the required time period, if the NRD filer makes the submission other than through the NRD website or in NRD format no later than 7 days after the day on which the information was required to be submitted. (2) If unanticipated technical difficulties prevent an individual filer from submitting an application in NRD format, the individual filer may submit the application other than through the NRD website. (3) For the purpose of subsections (1) and (2), the NRD filer may make a notification or application other than through the NRD website by submitting it to the principal regulator. (4) Despite subsection (3), for the purpose of an application submitted under (2) which includes Ontario, the individual filer may make the application by submitting it to: (a) the principal regulator, if the principal jurisdiction is Ontario; or (b) the principal regulator and the regulator in Ontario. (5) If an NRD filer makes a submission other than through the NRD website under this section, the NRD filer must include the following legend in capital letters at the top of the first page of the submission: IN ACCORDANCE WITH SECTION 5.1 OF NATIONAL INSTRUMENT 31-102 NATIONAL REGISTRATION DATABASE (NRD), THIS [SPECIFY DOCUMENT] IS BEING SUBMITTED OTHER THAN THROUGH THE NRD WEBSITE UNDER A TEMPORARY HARDSHIP EXEMPTION. (6) If an NRD filer makes a submission other than through the NRD website under this section, the NRD filer must resubmit the information in NRD format as soon as practicable and in any event within 14 days after the unanticipated technical difficulties have been resolved. PART 6 EXEMPTION 6.1 Exemption (1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (2) Despite subsection (1), in Ontario, only the regulator may grant such 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. PART 7 INCONSISTENT PROVISIONS 7.1 Repealed. 2 Oct 2009 SR 81/2009 s8. 25 May 2007 SR 36/2007 s4; 2 Oct 2009 SR 81/2009 s8; 11 Oct 2013 SR 79/2013 s6. 951 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XXVIII [Clause 2(bb)] NATIONAL INSTRUMENT 33-109 REGISTRATION INFORMATION PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Instrument: “business location” means a location where the firm carries out an activity that requires registration, and includes a residence if regular and ongoing activity that requires registration is carried out from the residence or if records relating to an activity that requires registration are kept at the residence; “cessation date” means the last day on which an individual had authority to act as a registered individual on behalf of their sponsoring firm or was a permitted individual of their sponsoring firm; “firm” means a person or company that is registered, or is seeking registration, as a dealer, adviser or investment fund manager; “Form 33-109F1” means Form 33-109F1 Notice of End of Individual Registration or Permitted Individual Status; “Form 33-109F2” means Form 33-109F2 Change or Surrender of Individual Categories; “Form 33-109F3” means Form 33-109F3 Business Locations other than Head Office; “Form 33-109F4” means Form 33-109F4 Registration of Individuals and Review of Permitted Individuals; “Form 33-109F5” means Form 33-109F5 Change of Registration Information; “Form 33-109F6” means Form 33-109F6 Firm Registration; “Form 33-109F7” means Form 33-109F7 Reinstatement of Registered Individuals and Permitted Individuals; “former sponsoring firm” means the registered firm for which an individual most recently acted as a registered individual or permitted individual; “NRD submission number” means the unique number generated by NRD to identify each NRD submission; “permitted individual” means: (a) a director, chief executive officer, chief financial officer, or chief operating officer of a firm, or a functional equivalent of any of those positions; (b) an individual who has beneficial ownership of, or direct or indirect control or direction over, 10 percent or more of the voting securities of a firm; or 952 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) a trustee, executor, administrator, or other personal or legal representative, that has direct or indirect control or direction over 10 percent or more of the voting securities of a firm; “principal jurisdiction” means: (a) for a firm whose head office is in Canada, the jurisdiction of Canada in which the firm’s head office is located; (b) for an individual whose working office is in Canada, the jurisdiction of Canada in which the individual’s working office is located; (c) for a firm whose head office is outside Canada, the jurisdiction of the firm’s principal regulator, as identified by the firm on its most recently submitted Form 33-109F5 or Form 33-109F6; and (d) for an individual whose working office is outside Canada, the principal jurisdiction of the individual’s sponsoring firm; “principal regulator” means, for a person or company, the securities regulatory authority or regulator of the person or company’s principal jurisdiction; “registered firm” means a registered dealer, registered adviser or registered investment fund manager; “registered individual” means an individual who is registered under securities legislation to do any of the following on behalf of a registered firm: (a) act as a dealer, underwriter or adviser; (b) act as a chief compliance officer; (c) act as an ultimate designated person; “sponsoring firm” means: (a) for a registered individual, the registered firm on whose behalf the individual acts; (b) for an individual applying for registration, the firm on whose behalf the individual will act if the individual’s application is approved; (c) for a permitted individual of a registered firm, the registered firm; and (d) for a permitted individual of a firm that is applying for registration, the applicant firm. 1.2 Interpretation Terms used in this Instrument and that are defined in National Instrument 31-102-National Registration Database have the same meanings as in National Instrument 31-102-National Registration Database. 953 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 2 APPLICATION FOR REGISTRATION AND REVIEW OF PERMITTED INDIVIDUALS 2.1 Firm Registration A firm that applies for registration as a dealer, adviser or investment fund manager must submit each of the following to the regulator: (a) a completed Form 33-109F6; (b) for each business location of the applicant in the local jurisdiction other than the applicant’s head office, a completed Form 33-109F3 in accordance with National Instrument 31-102-National Registration Database. 2.2 Individual Registration (1) Subject to subsection (2) and sections 2.4 and 2.6, an individual who applies for registration under securities legislation must submit a completed Form 33-109F4 to the regulator in accordance with National Instrument 31-102-National Registration Database. (2) A permitted individual of a registered firm who applies to become a registered individual with the firm must submit a completed Form 33-109F2 to the regulator in accordance with National Instrument 31-102-National Registration Database. 2.3 Reinstatement (1) An individual who applies for reinstatement of registration under securities legislation must submit a completed Form 33-109F4 to the regulator in accordance with National Instrument 31-102-National Registration Database, unless the individual submits a completed Form 33-109F7 in accordance with subsection (2). (2) The registration of an individual suspended under section 6.1 [If individual ceases to have authority to act for firm] of National Instrument 31-103-Registration Requirements, Exemptions and Ongoing Registrant Obligations is reinstated on the date the individual submits a completed Form 33-109F7 to the regulator in accordance with National Instrument 31-102-National Registration Database if all of the following apply: (a) the Form 33-109F7 is submitted on or before the 90th day after the cessation date; (b) in the case of the individual ceasing to be a registered individual or a permitted individual of a sponsoring firm, at the time of cessation there was no allegation against the individual, in Canada or in any foreign jurisdiction, relevant to an assessment of whether the individual is not suitable for registration or the registration is objectionable, including, for greater certainty, an allegation of any of the following: (i) a crime; (ii) a contravention of any statute, regulation or order of a court or regulatory body; (iii) a contravention of any rule or bylaw of an SRO, of a professional body or of a similar organization; (iv) a failure to meet any standard of conduct of the sponsoring firm or of any professional body; 954 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b.1) on or before the cessation date, the individual notified, in accordance with section 4.1, the regulator or, in Québec, the securities regulatory authority of any change to the information previously submitted in the individual’s Form 33-109F4; (b.2) if the Form 33-109F7 is submitted on or after June 6, 2023, on the date Form 33-109F7 is submitted, the individual’s information in the National Registration Database does not state ‘there is no response to this question’ for any item of the individual’s Form 33-109F4; (c) after the cessation date there have been no changes to the information previously submitted in respect of any of the following items of the individual’s Form 33-109F4: (i) item 13 [Regulatory disclosure] (other than Item 13.3(a)); (ii) item 14 [Criminal disclosure]; (iii) item 15 [Civil disclosure]; (iv) item 16 [Financial disclosure]; (d) the individual is seeking reinstatement with a sponsoring firm in one or more of the same categories of registration in which the individual was registered on the cessation date; (e) the new sponsoring firm is registered in the same category of registration in which the individual’s former sponsoring firm was registered. 2.4 Application to Change or Surrender Individual Registration Categories A registered individual who applies for registration in an additional category, or to surrender a registration category, must make the application by submitting a completed Form 33-109F2 to the regulator in accordance with National Instrument 31-102-National Registration Database. 2.5 Permitted Individuals (1) A permitted individual must submit a completed Form 33-109F4 to the regulator in accordance with National Instrument 31-102-National Registration Database, no more than 15 days after becoming a permitted individual, unless the individual submits a Form 33-109F7 in accordance with subsection (2). (2) An individual who has ceased to be a permitted individual of a former sponsoring firm and becomes a permitted individual of a new sponsoring firm may submit a completed Form 33-109F7 to the regulator if all of the following apply: (a) the Form 33-109F7 is submitted in accordance with National Instrument 31-102-National Registration Database: (i) no more than 15 days after becoming a permitted individual of the new sponsoring firm; and (ii) no more than 90 days after the cessation date; (b) the individual holds the same permitted individual status with the new sponsoring firm that they held with the former sponsoring firm; (c) the conditions in paragraphs 2.3(2)(b), (b.1), (b.2) and (c) are met. 955 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2.6 Commodity Futures Act Registrants (1) In Manitoba and Ontario, despite subsection 2.1(b), if a firm applies for registration under section 2.1 and is registered under the Commodity Futures Act, the applicant is not required to submit a completed Form 33-109F3 under section 3.2 for any business location of the applicant that is recorded on NRD. (2) In Manitoba and Ontario, despite subsection 2.2(1), if an individual applies for registration under securities legislation and is recorded on NRD with his or her sponsoring firm as registered under the Commodity Futures Act, the individual must make the application by submitting a completed Form 33-109F2 to the regulator in accordance with National Instrument 31-102-National Registration Database. PART 3 CHANGES TO REGISTERED FIRM INFORMATION 3.1 Notice of Change to a Firm’s Information (1) In this section, “authorized affiliate” means, in respect of a registered firm, another registered firm that (a) is an affiliate of the registered firm, and (b) has the same principal regulator as the registered firm. (1.1) Subject to subsection (3) or (4), a registered firm must notify the regulator or, in Québec, the securities regulatory authority of a change to any information previously submitted in Form 33-109F6 or under this subsection as follows: (a) for a change to information previously submitted in relation to any of the following parts or items of Form 33-109F6, within 30 days of the change: (i) part 3 [Business history and structure]; (ii) item 4.1 [Securities registration]; (iii) item 5.12 [Auditor]; (iv) item 6.1 [Client assets]; (v) item 6.2 [Conflicts of interest]; (b) for a change to information previously submitted in relation to any other part of Form 33-109F6, within 15 days of the change. (2) A notice of change referred to in subsection (1.1) must be made by submitting a completed Form 33-109F5. (2.1) A registered firm may delegate to an authorized affiliate the duty to notify the regulator or, in Québec, the securities regulatory authority under subsection (1.1) of a change to information previously submitted if all of the following apply: (a) the change in information relates only to one or more of the following items or parts of Form 33-109F6: (i) item 3.12 [Ownership chart]; (ii) item 4.1 [Securities registration]; (iii) item 4.3 [Membership of exchange or SRO]; 956 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (iv) item 4.5 [Refusal of registration, licensing or membership]; (v) item 4.6 [Registration for other financial products]; (vi) part 7 [Regulatory action]; (vii) part 8 [Legal action]; (b) the registered firm has filed a certificate, executed by the officer or partner authorized to certify and sign Form 33-109F5, with the registered firm’s principal regulator, that confirms all of the following: (i) the registered firm has delegated to the authorized affiliate the duty to notify the regulator or, in Québec, the securities regulatory authority of a change to any information set out in paragraph (a), (ii) the full legal name and NRD number of the registered firm and the authorized affiliate, and (iii) that the following certification of the registered firm applies to each notice of change submitted by the authorized affiliate: “I have read this form and understand all matters within this form, including the questions, and to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete.”; (c) the registered firm directs the authorized affiliate to include the full legal name and NRD number of the registered firm and to state the following in each notice of change submitted by the authorized affiliate: “The registered firm has delegated to the authorized affiliate the duty to notify the regulator or, in Québec, the securities regulatory authority of a change to any of the following items or parts of Form 33-109F6: (i) item 3.12 [Ownership chart]; (ii) item 4.1 [Securities registration]; (iii) item 4.3 [Membership of exchange or SRO]; (iv) item 4.5 [Refusal of registration, licensing or membership]; (v) item 4.6 [Registration for other financial products]; (vi) part 7 [Regulatory action]; (vii) part 8 [Legal action].” (3) A notice of change is not required under subsection (1.1) if the change relates to any of the following: (a) a business location other than the head office of the firm if the firm submits a completed Form 33-109F3 under section 3.2; (b) a cessation, or a change, of a registered firm’s employment, partnership or agency relationship with an officer, partner or director of the registered firm if the firm submits a completed Form 33-109F1 under subsection 4.2(1); 957 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) the addition of an officer, partner, or director to the registered firm if that individual submits either of the following: (i) a completed Form 33-109F4 under subsection 2.2(1) or 2.5(1); (ii) a completed Form 33-109F7 under subsection 2.3(2) or 2.5(2); (d) the information in the supporting documents referred to in any of the following items of Form 33-109F6: (i) item 3.3 [Business documents]; (ii) item 5.1 [Calculation of excess working capital]; (iii) item 5.7 [Directors’ resolution for insurance]; (iv) item 5.13 [Audited financial statements]; (v) item 5.14 [Letter of direction to auditors]; (e) a change in a person or company’s ownership of the firm’s voting securities referred to in item 3.12 of Form 33-109F6, if the change did not result in the person or company’s percentage of ownership falling below or exceeding 10%, 20% or 50% of the firm’s voting securities; (f) a renewal of the bonding or insurance referred to in item 5.5 or in item 5.6 of Form 33-109F6, if the bonding or insurance has not lapsed and the only change is the expiry date of the bonding or insurance policy to a new date that is at least one year from the previous expiry date. (4) A person or company that submitted an executed Schedule B [Submission to jurisdiction and appointment of agent for service] to Form 33-109F6 must notify the regulator of a change to the information previously submitted in item 3 [Name of agent for service of process] or in item 4 [Address for service of process on the agent for service] of that schedule by submitting an executed Schedule B no more than 15 days after the change. (5) Subsection (4) does not apply to a person or company after they have ceased to be registered for a period of 6 years or more. (6) For the purpose of subsections (2) and (4), the person or company may give the notice by submitting it to the principal regulator. 3.2 Changes to Business Locations A registered firm must notify the regulator of the opening of a business location, other than a new head office, or of a change to any information previously submitted in Form 33-109F3, by submitting a completed Form 33-109F3 to the regulator in accordance with National Instrument 31-102-National Registration Database, within 15 days of the opening of the business location or change. PART 4 CHANGES TO REGISTERED INDIVIDUAL AND PERMITTED PART 4 INDIVIDUAL INFORMATION 4.1 Notice of Change to an Individual’s Information (1) Subject to subsection (2), a registered individual or permitted individual must notify the regulator or, in Québec, the securities regulatory authority of a change to any information previously submitted in respect of the individual’s Form 33-109F4 as follows: 958 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) for a change to information previously submitted in any of the following items, within 30 days of the change: (i) item 2.1 [Current and previous residential addresses]; (ii) item 2.2 [Mailing address]; (iii) item 4 [Citizenship]; (iv) item 10 [Reportable activities]; (v) item 11 [Previous employment and other activities]; (b) for a change to information previously submitted in any other items of Form 33-109F4, within 15 days of the change. (2) A notice of change is not required under subsection (1) if the change only relates to any of the following: (a) information previously submitted in item 3 [Personal information] of Form 33-109F4; (b) the individual ceasing to have authority to act on behalf of the sponsoring firm as a registered individual or be a permitted individual of the sponsoring firm if a Form 33-109F1 is required to be submitted by the sponsoring firm under subsection 4.2(1).. (3) A notice of change under subsection (1) must be made by submitting a completed Form 33-109F5 to the regulator in accordance with National Instrument 31-102-National Registration Database. (4) Despite subsection (3), a notice of change referred to in subsection (1) must be made by submitting a completed Form 33-109F2 to the regulator in accordance with National Instrument 31-102 National Registration Database if the change relates to (a) a change in a category of permitted activities of a permitted individual, (b) the removal or the addition of a category of registration, (c) the surrender of registration in one or more non-principal jurisdictions, or (d) any information on Schedule C of Form 33-109F4. 4.2 Termination of Employment, Partnership or Agency Relationship (1) A registered firm must notify the regulator or, in Québec, the securities regulatory authority if an individual ceases to have authority to act on behalf of the registered firm as a registered individual or be a permitted individual of the registered firm by submitting Form 33-109F1 to the regulator or, in Québec, the securities regulatory authority in accordance with National Instrument 31-102 National Registration Database with (a) items 1 to 4 of the Form completed, and (b) item 5 of the Form completed unless the reason for cessation under item 4 was death of the individual. 959 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) A registered firm must submit to the regulator the information required under: (a) paragraph (1)(a), within 15 days of the cessation date; and (b) paragraph (1)(b), within 30 days of the cessation date. (3) A registered firm must, within 10 days of a request from an individual for whom the registered firm was the former sponsoring firm, provide to the individual a copy of the Form 33-109F1 that the registered firm submitted under subsection (1) in respect of that individual. (4) If a registered firm completed and submitted the information in item 5 of a Form 33-109F1 in respect of an individual who made a request under subsection (3) and that information was not included in the initial copy provided to the individual, the registered firm must provide to that individual a further copy of the completed Form 33-109F1, including the information in item 5, within the later of: (a) 15 days after the request by the individual under subsection (3); and (b) 15 days after the submission pursuant to paragraph (2)(b). 4.3 Updating NRD A registered individual or permitted individual must submit in accordance with National Instrument 31-102 National Registration Database to the regulator or, in Québec, the securities regulatory authority, a completed Form 33-109F5 for any item of the individual’s Form 33-109F4 in the National Registration Database that states ‘there is no response to this question’ by the earlier of (a) the date the individual is required to notify the regulator or, in Québec, the securities regulatory authority under subsection 4.1(1) of the first change after June 6, 2022 to any information previously submitted in respect of the individual’s Form 33-109F4, and (b) June 6, 2023. PART 5 DUE DILIGENCE AND RECORD-KEEPING 5.1 Sponsoring Firm Obligations (1) A sponsoring firm must make reasonable efforts to ensure the truth and completeness of information that is submitted in accordance with this Instrument for any individual. (2) A sponsoring firm must obtain from each individual who is registered to act on behalf of the firm, or who is a permitted individual of the firm, a copy of the Form 33-109F1 most recently submitted by the individual’s former sponsoring firm in respect of that individual, if any, within 60 days of the firm becoming the individual’s sponsoring firm. (3) A sponsoring firm must retain all documents used by the firm to satisfy its obligation under subsection (1): (a) in the case of a registered individual, for no less than 7 years after the individual ceases to be registered to act on behalf of the firm; 960 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) in the case of an individual who applied for registration but whose registration was refused by the regulator, for no less than 7 years after the individual applied for registration; or (c) in the case of a permitted individual, for no less than 7 years after the individual ceases to be a permitted individual with the firm. (4) Without limiting subsection (3), if a registered individual, an individual applying for registration, or a permitted individual appoints an agent for service, the sponsoring firm must keep the original Appointment of Agent for Service executed by the individual for the period of time set out in paragraph (3)(b). (5) A sponsoring firm that retains a document under subsection (3) or (4) for an NRD submission must record the NRD submission number on the first page of the document. PART 6 TRANSITION 6.1 All Registered Firms to File Form 33-109F6 – September 30, 2010 A registered firm that was registered before this Instrument came into force must submit a completed Form 33-109F6 to the regulator on or before September 30, 2010. 6.2 Notice of Change for Firms Registered before September 28, 2009 (1) In this section, “Form 3” means the form that a firm submitted before this Instrument came into force to apply for registration as a dealer, adviser or underwriter in the jurisdiction that, at the time the application was made, would have been the firm’s principal jurisdiction under this Instrument. (2) Subject to subsection (5), a registered firm that was registered in a jurisdiction of Canada before this Instrument came into force and that has not submitted a completed Form 33-109F6 to the regulator, must notify the regulator of a change to any information previously submitted: (a) in a notice of agent and address for service, by submitting to the regulator a completed Schedule B to Form 33-109F6, no more than 10 days after the change; (b) in Form 3 or in any notice of change to information in that form submitted to the regulator, as follows: (i) for a change of information equivalent to the information referred to in part 3 of Form 33-109F6, within 30 days of the change; (ii) for a change of information equivalent to the information referred to in any other part of Form 33-109F6, within 10 days of the change. (3) A registered firm referred to in subsection (2) must notify the regulator of a change in its auditor or financial year-end within 10 days of the change. (4) For the purpose of subsections (2) and (3) the firm may give the notice by submitting it to the principal regulator. 961 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (5) A notice of change is not required under subsection (2) if the change relates to any of the following: (a) the addition of an officer, partner, or director to the registered firm if that individual: (i) submits a completed Form 33-109F4 under subsection 2.2(1) or 2.5(1); or (ii) submits a completed Form 33-109F7 under subsection 2.3(2) or 2.5(2); (b) a termination, or a change, of a registered firm’s employment, partnership or agency relationship with an officer, partner or director of the registered firm if the firm submits a completed Form 33-109F1 under subsection 4.2(1); (c) a business location other than the head office of the firm if the firm submits a completed Form 33-109F3 under section 3.2; (d) information equivalent to the information referred to in section 3.1(3)(d). 6.3 National Registration Database Transition Period (1) In this section, “NRD access date” means the first day following September 25, 2009 that an NRD filer has access to NRD to make NRD submissions. (2) A notice submitted by an NRD filer before September 25, 2009, and not accepted or denied by the regulator by that date must be resubmitted, as if the time required for the submission had fallen within the period commencing on September 25, 2009 and ending on the day before the NRD access date, in accordance with subsections (3), (4) and (6) as applicable. (3) Except in the case of a notice referred to in subsection (4), if the time required for making either of the following submissions falls within the period commencing on September 25, 2009 and ending on the day before the NRD access date, the time for making the submission is extended to the 45th day following the NRD access date: (a) a notice that is required to be submitted in NRD format; (b) a Form 33-109F4 that is required to be submitted under subsection 2.5(1). (4) If the time required for making either of the following submissions falls within the period commencing on September 25, 2009 and ending on the day before the NRD access date, the submission must be made other than through the NRD website: (a) a notice of change referred to in subsection 4.1(1) from a registered individual, if the change relates to previously submitted information about any of the following items of the individual’s Form 33-109F4: (i) item 14 [Criminal disclosure]; (ii) item 15 [Civil disclosure]; (iii) item 16 [Financial disclosure]; (b) a notice of termination referred to in subsection 4.2(1) from a former sponsoring firm, within the time required under subsection 4.2(2), if the individual’s employment, partnership or agency relationship with the firm ended because the individual resigned or was dismissed for cause. 962 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (5) From September 28, 2009 to the day before the NRD access date, an individual may submit any of the following to the regulator other than through the NRD website: (a) Form 33-109F7; (b) Form 33-109F2; (c) Form 33-109F4 other than under subsection 2.5(1). (6) If an NRD filer makes a submission other than through the NRD website under subsection (4) or (5), the NRD filer must resubmit the information in NRD format to the regulator as follows: (a) for a Form 33-109F7 submitted under paragraph (5)(a): (i) if the cessation date was on or after September 28, 2009, by submitting a completed Form 33-109F7 no later than 30 days after the NRD access date; (ii) if the cessation date was before September 28, 2009, by submitting a completed Form 33-109F4 no later than 30 days after the NRD access date; (b) for any other submission, no later than 30 days after the NRD access date. 6.4 Transition – Reinstatement under Subsections 2.3(2) and 2.5(2) (1) Despite subsection 2.3(2), from the NRD access date to December 28, 2009 an individual who seeks reinstatement of registration under subsection 2.3(2) must submit a completed Form 33-109F4 to the regulator in accordance with National Instrument 31-102-National Registration Database, if the cessation date occurred before September 28, 2009. (2) For greater certainty, the registration of an individual who makes a submission under subsection (1) is reinstated in accordance with subsection 2.3(2) only if all of the conditions in paragraphs (a) through (e) of subsection 2.3(2) are met. (3) Subsection 2.5(2) does not apply to a permitted individual whose cessation date occurred before September 28, 2009. PART 7 EXEMPTION 7.1 Exemption (1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (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. 963 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 8 REPEAL AND EFFECTIVE DATE 8.1 Repeal National Instrument 33-109 Registration Information, which came into force on February 14, 2003, is repealed. 8.2 Effective Date This Instrument comes into force on the day National Instrument 31-103 Registration Requirements and Exemptions comes into force. FORM 33-109F1 NOTICE OF END OF INDIVIDUAL REGISTRATION OR PERMITTED INDIVIDUAL STATUS [Section 4.2] WARNING – It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority. CERTIFICATION I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable self-regulatory authority (SRO) that • I have read this form and understand all matters within this form, including the questions, and • to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete. NRD format: □ I, the authorized firm representative, am making this submission under authority delegated by the firm. By checking this box, I certify that the firm (a) provided me with all of the information on this form, and (b) makes the certification above. Non-NRD format: By signing below, I, on behalf of the firm, make the firm certification above. Name of firm __________________________________________________________ Name of authorized signing officer or partner ____________________________ Title of authorized signing officer or partner _____________________________ Signature of authorized signing officer or partner ________________________ Date signed ___________________________________________________________ (YYYY/MM/DD) 964 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) GENERAL INSTRUCTIONS Complete and submit this form to notify the relevant regulator(s) or, in Québec, the securities regulatory authority, or self-regulatory organization (SRO) that a registered individual or permitted individual has left their sponsoring firm or has ceased to act in a registerable activity or as a permitted individual. As set out in section 1.1 of National Instrument 33-109 Registration Information, ‘cessation date’ means the last day on which an individual had authority to act as a registered individual on behalf of their sponsoring firm or the last day on which an individual was a permitted individual of their sponsoring firm. How to submit the form Submit this form at the National Registration Database (NRD) website in NRD format at www.nrd.ca. If you are relying on the temporary hardship exemption in section 5.1 of National Instrument 31-102 National Registration Database, you may submit this form in a format other than NRD format. When to submit the form As set out in paragraph 4.2(2)(a) of National Instrument 33-109 Registration Information, you must submit the responses to Items 1, 2, 3 and 4 within 15 days of the cessation date. If you are required to complete Item 5, you must submit those responses within 30 days of the cessation date. If you are submitting the responses to Item 5 in NRD format, after Items 1 to 4 have been submitted at NRD, use the NRD submission type called ‘Update/Correct Cessation Information’ to complete Item 5 of this form. Item 1 Former sponsoring firm 1. Name _________________________________________________________________ 2. NRD number __________________________________________________________ Item 2 Individual 1. Name _________________________________________________________________ 2. NRD number __________________________________________________________ Item 3 Business location of the individual 1. Business location address ______________________________________________ 2. NRD number __________________________________________________________ 965 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 4 Date and reason for cessation 1. Cessation date ____________________________________________________________ (YYYY/MM/DD) The above date is the last day on which the individual had authority to act as a registered individual on behalf of the sponsoring firm, or the last day on which the individual was a permitted individual of the sponsoring firm. 2. Reason for cessation (check one): Resigned – voluntary Resigned – at the firm’s request Terminated in good standing Terminated for cause Completed temporary employment contract Retired Deceased Other If “Other”, explain: __________________________________________________________________________ Item 5 Details about the cessation Complete Item 5 except if the individual is deceased. In the space below • state the reason(s) for the cessation and • provide details if the answer to any of the following questions is “Yes”. [For NRD format only:] This information will be disclosed within 30 days of the cessation date Not applicable: individual is deceased Answer the following questions to the best of the firm’s knowledge. In the past 12 months: Yes No 1. Was the individual charged with any criminal offence? 2. Was the individual the subject of any investigation by any securities or financial industry regulator? 3. Was the individual subject to any significant internal disciplinary measures at the firm or at any affiliate of the firm related to the individual’s activity as a registrant? 4. Were there any written complaints, civil claims and/or arbitration notices filed against the individual or against the firm about the individual’s securities-related activities that occurred while the individual was registered or a permitted individual authorized to act on behalf of the firm? 966 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 5. Does the individual have any undischarged financial obligations to clients of the firm? 6. Has the firm or any affiliate of the firm suffered significant monetary loss or harm to its reputation as a result of the individual’s actions? 7. Did the firm or any affiliate of the firm investigate the individual relating to possible material violations of fiduciary duties, regulatory requirements or the compliance policies and procedures of the firm or any affiliate of the firm? Examples include making unsuitable trades or investment recommendations, stealing or borrowing client money or securities, hiding losses from clients, forging client signatures, money laundering, deliberately making false representations and engaging in undisclosed outside activity. 8. Did the individual repeatedly or materially fail to follow compliance policies and procedures of the firm or any affiliate of the firm? 9. Did the individual engage in discretionary management of client accounts or otherwise engage in registerable activity without appropriate registration or without the firm’s authorization? Reasons/Details: _______________________________________________________________ Item 6 Repealed. 5 Aug 2011 SR 48/2011 s6. Item 7 Repealed. 13 May 2022 SR 33/2022 s3. Item 8 Repealed. 13 May 2022 SR 33/2022 s3. Schedule A Contact information for Notice of collection and use of personal information Repealed. 5 Aug 2011 SR 48/2011 s6. 967 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 33-109F2 CHANGE OR SURRENDER OF INDIVIDUAL CATEGORIES Section 2.2(2), 2.4, 2.6(2) or 4.1(4) WARNING – It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority. CERTIFICATION Individual I, the individual, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where I am submitting this form and to any applicable self-regulatory organization (SRO) that • I have read this form and understand all matters within this form, including the questions, • I have discussed this form with a branch manager, supervisor, officer or partner of my sponsoring firm and that to the best of my knowledge, the branch manager, supervisor, officer or partner is satisfied that I understand all matters within this form, including the questions, • to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete, and • if applicable, I will limit my activities to those allowed by my category of registration and any SRO approval. I consent to and authorize the collection, directly and indirectly, of personal information by each regulator, securities regulatory authority and SRO and to the use of my personal information as set out in item 6. Firm I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable SRO that • the individual identified in this form will be engaged by the sponsoring firm as a registered individual or a permitted individual, and • I have, or a branch manager, supervisor, officer or partner has, discussed this form with the individual. To the best of my knowledge, the individual understands all matters within this form, including the questions. NRD format: I, the authorized firm representative, am making this submission under authority delegated by the firm and the individual identified in this form. By checking this box, I certify that (a) the firm provided me with all of the information on this form and makes the firm certification above, (b) the individual provided the firm with all of the information on this form and makes the individual certification above, and (c) the individual provided the above consent and authorization for the collection and use of the individual’s personal information. 968 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Non-NRD format: Individual By signing below, I, the individual, make the above individual certification and provide my consent and authorization for the collection, directly and indirectly, and use of my personal information. Signature of individual __________________________________ Date signed ____________________________________________ (YYYY/MM/DD) Firm By signing below, I, on behalf of the firm, make the firm certification above. Name of firm ______________________________________________________________ Name of authorized signing officer or partner ________________________________ Title of authorized signing officer or partner _________________________________ Signature of authorized signing officer or partner _____________________________ Date signed_______________________________________________________________ ; (YYYY/MM/DD) GENERAL INSTRUCTIONS Complete and submit this form to notify the relevant regulator(s) or, in Québec, the securities regulatory authority, or self-regulatory organization (SRO) that a registered individual or permitted individual seeks to add and/or remove individual registration categories or permitted activities or provide notice of other changes to the information on Schedule C of Form 33-109F4. Terms In this form, ‘you’, ‘your’ and ‘individual’ mean the registered individual or permitted individual who is seeking to add and/or remove registration categories or permitted activities. How to submit this form Submit this form at the National Registration Database (NRD) website in NRD format at www.nrd.ca. If you are relying on the temporary hardship exemption in section 5.1 of National Instrument 31-102, National Registration Database you may submit this form in a format other than NRD format. Item 1 Individual Name of individual _____________________________________________________________ NRD number of individual ______________________________________________________ 969 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 2 Registration jurisdictions 1. Are you filing this form under the passport system / interface for registration? Choose “NO” if you are registered in (a) only one jurisdiction in Canada (b) more than one jurisdiction of Canada and you are requesting a surrender in a non-principal jurisdiction or jurisdictions, but not in your principal jurisdiction, or (c) more than one jurisdiction of Canada and you are requesting a change only in your principal jurisdiction. Yes No 2. Check each jurisdiction where you are seeking the change or surrender. Alberta British Columbia Manitoba New Brunswick Newfoundland and Labrador Northwest Territories Nova Scotia Nunavut Ontario Prince Edward Island Québec Saskatchewan Yukon Item 3 Removing categories What categories are you seeking to remove? _______________________________________________________________________________ Item 4 Adding categories 1. Categories What categories are you seeking to add? _______________________________________________________________________________ 970 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2. Professional liability insurance (Québec mutual fund dealers and Québec scholarship plan dealers) If you are seeking registration as a representative of a mutual fund dealer or of a scholarship plan dealer in Québec, are you covered by your sponsoring firm’s professional liability insurance? Yes No If “No”, state: The name of your insurer _______________________________________________________ Your policy number ____________________________________________________________ 3.

Relevant securities experience Do you have securities experience? Yes No N/A If you are an individual applying for IIROC approval, select “N/A”. If “Yes”, complete Schedule A. Item 5 Reason for surrender If you are seeking to remove a registration category or permitted activity, state the reason for the surrender in the local jurisdiction. _______________________________________________________________________________ Item 6 Notice and consent for collection and use of personal information 1. Notice of collection and use of personal information Your personal information is collected by, or on behalf of, each securities regulatory authority and SRO set out in Schedule B. Any of the securities regulatory authorities or SROs set out in Schedule B may contact governmental or regulatory authorities, private bodies or agencies, individuals, corporations, employers, and other organizations, in Canada and in other countries, for information about you. This personal information is being collected under the authority of the applicable securities legislation, derivatives legislation (including commodity futures legislation) or both of the securities regulatory authorities and under the SRO rules of an SRO set out in Schedule B. The collection, use and disclosure are done in accordance with applicable freedom of information and privacy legislation. The principal purpose of this collection by the securities regulatory authorities is to administer, enforce, carry out their duties or exercise their powers under their respective securities legislation, derivatives legislation (including commodity futures legislation) or both, and by the SROs to administer and enforce the rules of the SROs. The information submitted by you on this form with your consent, or collected indirectly with your authorization, may be collected • at any time during your registration or while you are a permitted individual, or 971 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 • at the time the regulator or, in Québec, the securities regulatory authority, or the SRO is informed by your sponsoring firm that you no longer have authority to act on behalf of the sponsoring firm or are not a permitted individual of the sponsoring firm. If you have any questions about the collection, use and disclosure of this information, contact the securities regulatory authority or SRO in any jurisdiction in which the required information is submitted. See Schedule B for details. Certain information, such as your name(s) (including aliases, trade names or some past names), your sponsoring firm, and other relevant registration information, will be listed in a publicly available registry of registered individuals and, if applicable, on the Disciplined List. Certain securities regulatory authorities may provide to or receive from certain entities information under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs. This consent and notice does not limit the authority, powers, obligations, or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction. 2. Consent to collect and use personal information By submitting this form, you consent to and authorize the collection, directly and indirectly, of personal information by each securities regulatory authority and SRO and to the use of your personal information as set out above. The personal information that each securities regulatory authority or SRO collects includes the following: • the personal information provided in this form; • the personal information provided by your sponsoring firm; • registration or financial services licensing information; • law enforcement records, including police records; • credit records; • bankruptcy or other insolvency records; • employment records and information received from an employer; • records and information received from entities you had or have an independent contractor or agency relationship with; • personal information available online; • records from governmental or regulatory authorities, SROs or professional bodies; • records of, and used in, court proceedings, including probation records. Item 7 Repealed. 13 May 2022 SR 33/2022 s3. Item 8 Repealed. 13 May 2022 SR 33/2022 s3. 972 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Schedule A Relevant securities experience (Item 4) Instructions: • Some registration categories require a specified amount of experience to have been obtained within specified timeframes. Please see National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations or the relevant SRO rules for more information. • If you are applying to be an advising representative or an associate advising representative, or with IIROC as a portfolio manager, associate portfolio manager, or supervisor designated to be responsible for the supervision of managed accounts, provide details of the activities you performed for each position in which you gained relevant investment management experience. Such details may include the level of responsibility; value of accounts under direct supervision; number of years of experience in performing securities research and analysis for the purpose of portfolio securities selection, portfolio construction and analysis; type of experience in performing client relationship management; number of years of experience collecting know‑your‑client information; or number of years of experience conducting suitability assessments. • If you are applying as an advising representative limited to client relationship management, indicate this by including the following statement: ‘Individual seeking registration as CRM AR’. • For all other categories, provide details of activities that you performed for each position in which you gained relevant securities industry experience. 1. If you are applying • to be an advising representative or an associate advising representative of a portfolio manager, describe the relevant investment management experience that you have gained, or • for any other category, describe the relevant securities industry experience that you have gained. For each position in which you gained relevant experience, provide the following information: (a) the name of the firm or entity with which you gained this experience; (b) your title; (c) the start and end dates of this position; (d) the details of the activities you performed that are relevant for the category of registration that you are applying for; (e) the percentage of your time in this position that was spent on activities relating to the experience. ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ 973 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2. Indicate the continuing education activities in which you have participated during the last 36 months and that are relevant to the category of registration you are applying for: __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ Schedule B Contact information for notice and consent for collection and use of personal information Alberta Nunavut Alberta Securities Commission Government of Nunavut Suite 600, 250-5th St. SW Department of Justice Calgary, AB T2P 0R4 P.O. Box 1000 Station 570 Attention: Information Officer Iqaluit, NU X0A 0H0 Telephone: (403) 297-6454 Attention: Superintendent of Securities Telephone: (867) 975-6590 British Columbia Ontario British Columbia Securities Ontario Securities Commission Commission 22nd Floor P.O. Box 10142, Pacific Centre 20 Queen Street West 701 West Georgia Street Toronto, ON M5H 3S8 Vancouver, BC V7Y 1L2 Attention: Compliance and Registrant Attention: Registration staff Regulation Telephone: (604) 899-6500 or Telephone: (416) 593-8314 (800) 373-6393 (in Canada) e-mail: registration@osc.gov.on.ca E-mail: Registration@bcsc.bc.ca Manitoba Prince Edward Island The Manitoba Securities Commission Securities Office 500 - 400 St. Mary Avenue Department of Community Affairs and Winnipeg, MB R3C 4K5 Attorney General Attention: Director of Registrations P.O. Box 2000 Telephone: (204) 945-2548 Charlottetown, PE C1A 7N8 Fax (204) 945-0330 Attention: Superintendent of Securities Telephone: (902) 368-6288 974 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) New Brunswick Québec Financial and Consumer Services Autorité des marchés financiers Commission of New Brunswick / 800, square Victoria, 22e étage Commission des services financiers et C.P. 246, tour de la Bourse des services aux consommateurs du Montréal (Québec) H4Z 1G3 Nouveau-Brunswick Attention: Responsable de l’accès à Suite 300, 85 Charlotte Street l’information Saint John, NB E2L 2J2 Telephone: (514) 395-0337 or (877) Attention: Registration 525-0337 Telephone: (506) 658-3060 Newfoundland and Labrador Saskatchewan Superintendent of Securities, Financial and Consumer Affairs Service NL Authority of Saskatchewan Government of Newfoundland and Suite 601, 1919 Saskatchewan Drive Labrador Regina, SK S4P 4H2 P.O. Box 8700 Attention: Director, Capital Markets 2nd Floor, West Block Telephone: (306) 787-5871 Confederation Building E-mail: registrationfcaa@gov.sk.ca St. John’s, NL A1B 4J6 Attention: Manager of Registrations Telephone: (709) 729-5661 Nova Scotia Yukon Nova Scotia Securities Commission Government of Yukon Suite 400, 5251 Duke Street Office of the Yukon Halifax, NS B3J 1P3 Superintendentof Securities Attention: Registration Department of Community Services Telephone: (902) 424-7768 P.O. Box 2703 C-6 Whitehorse, YT Y1A 2C6 Attention: Superintendent of Securities Telephone: (867) 667-5466 Northwest Territories Self-regulatory organization Government of the Northwest Investment Industry Regulatory Territories Organization of Canada Department of Justice 121 King Street West, Suite 2000 1st Floor Stuart M. Hodgson Building Toronto, Ontario M5H 3T9 5009 - 49th Street Attention: Privacy Officer Yellowknife, NWT X1A 2L9 Telephone: (416) 364-6133 Attention: Superintendent of Securities E-mail: PrivacyOfficer@iiroc.ca Telephone: (867) 920-8984 975 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 33-109F3 BUSINESS LOCATIONS OTHER THAN HEAD OFFICE [Section 3.2] WARNING – It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority. CERTIFICATION I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable self-regulatory organization (SRO) that • I have read this form and understand all matters within this form, including the questions, • if the business location specified in this form is a residence, the individual conducting business from that business location has completed a Form 33-109F4 Registration of Individuals and Review of Permitted Individuals, and • to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete. NRD format: I, the authorized firm representative, am making this submission under authority delegated by the firm. By checking this box, I, the authorized firm representative, certify that (a) the firm provided me with all of the information on this form, and (b) the firm makes the certification above. Non-NRD format: By signing below, I, on behalf of the firm, make the firm certification above. Name of firm __________________________________________________________ Name of authorized signing officer or partner ____________________________ Title of authorized signing officer or partner _____________________________ Signature of authorized signing officer or partner ________________________ Date signed ___________________________________________________________ (YYYY/MM/DD) GENERAL INSTRUCTIONS Complete and submit this form to notify the relevant regulator(s) or, in Québec, the securities regulatory authority, or self-regulatory organization (SRO) that a business location has opened or closed, or information about a business location has changed. Check one of the following and complete the entire form: Opening this business location Closing this business location Change to the information previously submitted about this business location. Clearly specify the information that has changed. 976 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) How to submit this form Submit this form at the National Registration Database (NRD) website in NRD format at www.nrd.ca. If you are relying on the temporary hardship exemption in section 5.1 of National Instrument 31-102, National Registration Database you may complete and submit this form in a format other than NRD format. Item 1 Type of business location Branch or Business Location Sub-branch (Mutual Fund Dealers Association of Canada members only) Item 2 Supervisor or branch manager Name of designated supervisor or branch manager ________________________________ NRD number of the designated supervisor or branch manager _____________________ Item 3 Business location information Business location address _______________________________________________________ (a post office box is not a valid business location address) Mailing address (if different from business address) _______________________________ Telephone number ( ) ____________________________ Fax number ( ) ____________________________ E-mail address ___________________________________________ Notice regarding a business location that is a residence For the administration of securities legislation or derivatives legislation, including commodity futures legislation, or both, the regulator or, in Québec, the securities regulatory authority may require access to the business location to review the books, records and documents of the registered firm. If applicable, the SRO may also require access to the business location for the administration of the rules of the SRO. If the business location specified in this form is a residence, the regulator, securities regulatory authority or SRO may request consent to enter the residence. If consent is not provided, it may affect the ability of the regulator, securities regulatory authority or SRO to access the books, records or documents of a registered firm and to determine whether securities legislation, derivatives legislation (including commodity futures legislation) or the rules of the SRO are being complied with. As a result, the regulator, securities regulatory authority or SRO may take action if it is unable to access and review the books, records or documents of a registered firm held at the business location. Item 4 Repealed. 13 May 2022 SR 33/2022 s3. Item 5 Repealed. 13 May 2022 SR 33/2022 s3. Item 6 Repealed. 13 May 2022 SR 33/2022 s3. 977 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Schedule A Contact information for Notice of collection and use of personal information Repealed. 13 May 2022 SR 33/2022 s3. FORM 33-109F4 REGISTRATION OF INDIVIDUALS AND REVIEW OF PERMITTED INDIVIDUALS [Section 2.2] WARNING – It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority. CERTIFICATION Individual I, the individual, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where I am submitting this form and to any applicable self-regulatory organization (SRO) that • I have read this form and understand all matters within this form, including the questions and, for greater certainty, if the business location is a residence, the notice in Item 9, • I have discussed this form with a branch manager, supervisor, officer or partner of my sponsoring firm and that to the best of my knowledge, the branch manager, supervisor, officer or partner is satisfied that I understand all matters within this form, including the questions, • to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete, and • if applicable, I will limit my activities to those allowed by my category of registration and any SRO approval. I consent to and authorize the collection, directly and indirectly, of personal information by each regulator, securities regulatory authority and SRO and to the use of my personal information as set out in Item 20. Firm I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable SRO that • the individual identified in this form will be engaged by the sponsoring firm as a registered individual or a permitted individual, and • I have, or a branch manager, supervisor, officer or partner has, discussed this form with the individual. To the best of my knowledge, the individual understands all matters within this form, including the questions. 978 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) NRD format: I, the authorized firm representative, am making this submission under authority delegated by the firm and the individual identified in this form. By checking this box, I certify that (a) the firm provided me with all of the information on this form and makes the firm certification above, (b) the individual provided the firm with all of the information on this form and makes the individual certification above, and (c) the individual provided the above consent and authorization for the collection and use of the individual’s personal information. Non-NRD format: Individual By signing below, I, the individual, make the above individual certification and provide my consent and authorization for the collection, directly and indirectly, and use of my personal information. Signature of individual _________________________________________________ Date signed ____________________________________________________________ (YYYY/MM/DD) Firm By signing below, I, on behalf of the firm, make the firm certification above. Name of firm __________________________________________________________ Name of authorized signing officer or partner ____________________________ Title of authorized signing officer or partner _____________________________ Signature of authorized signing officer or partner ________________________ Date signed ___________________________________________________________ (YYYY/MM/DD) 979 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 GENERAL INSTRUCTIONS Complete and submit this form to the relevant regulator(s) or, in Québec, the securities regulatory authority, or self-regulatory organization (SRO) if an individual is seeking  registration in individual categories,  to be reviewed as a permitted individual. You are only required to submit one form even if you are applying to be registered in several categories. This form is also used if you are seeking to be reviewed as a permitted individual. A post office box is not acceptable as a valid business location address. Terms In this form: “Approved person” means, in respect of a member (Member) of the Investment Industry Regulatory Organization of Canada (IIROC), an individual who is a partner, director, officer, employee or agent of a Member who is approved by IIROC or another Canadian SRO to perform any function required under any IIROC or other Canadian SRO by-law, rule, or policy; “Canadian Investment Manager designation” means the designation earned through the Canadian investment manager program prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program; “CFA Charter” means the charter earned through the Chartered Financial Analyst program prepared and administered by the CFA Institute and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program; “Derivatives” means financial instruments, such as futures contracts (including exchange traded contracts), futures options and swaps whose market price, value or payment obligations are derived from, or based on, one or more underlying interests. Derivatives can be in the form of instruments, agreements or securities; “Major shareholder” and “shareholder” mean a shareholder who, in total, directly or indirectly owns voting securities carrying 10 per cent or more of the votes carried by all outstanding voting securities; “Sponsoring firm” means the registered firm where you will carry out your duties as a registered or permitted individual; and “You”, “your” and “individual” mean the individual who is seeking registration or the individual who is filing this form as a permitted individual under securities legislation or derivatives legislation or both. 980 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) How to submit this form NRD format Submit this form at the National Registration Database (NRD) website in NRD format at www.nrd.ca. If you have any questions, contact the compliance, registration or legal department of the sponsoring firm or a legal adviser with securities regulation experience with securities law experience, or visit the NRD information website at www.nrd-info.ca. Format, other than NRD format If you are relying on the temporary hardship exemption in section 5.1 of National Instrument 31-102 National Registration Database, you may submit this form in a format other than NRD format. If you need more space, use a separate sheet of paper. Clearly identify the item and question number. Complete and sign the form, and send it to the relevant regulator(s) or, in Québec, the securities regulatory authority, SRO (s) or similar authority. The number of originally signed copies of the form you are required to submit depends on the province or territory, and on the regulator, the securities regulatory authority or SRO. To avoid delays in processing this form, be sure to answer all of the questions that apply to you. If you have questions, contact the compliance, registration or legal department of the sponsoring firm or a legal adviser, with securities law experience or visit the NRD information website at www.nrd-info.ca. Item 1 Name 1. Legal name _______________________________________________________________________________ Last name First name Second name (N/A ) Third name (N/A ) NRD number (if applicable) _____________________________________________________ 2. Other personal names Are you currently, or have you ever been, known by any names other than your full legal name above, for example, nicknames or names due to marriage? Yes No If “Yes”, complete Schedule A. 3. Use of other names Are you currently, or have you ever used, operated under, or carried on business under any name other than the name(s) mentioned above, for example, trade names for sole proprietorships or team names? Yes No If “Yes”, complete Schedule A. Item 2 Residential address Provide all of your residential addresses, including any foreign residential addresses, for the past 10 years. 981 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 1. Current and previous residential addresses _______________________________________________________________________________ (number, street, city, province, territory or state, country, postal code) _______________________________________________________________________________ Telephone number _____________________________________________________________ Lived at this address since ______________________________________________________ (YYYY/MM) If you have lived at this address for less than 10 years, complete Schedule B. 2. Mailing address Check here if your mailing address is the same as your current residential address provided above. Otherwise, complete the following: _______________________________________________________________________________ (number, street, city, province, territory or state, country, postal code) _______________________________________________________________________________ 3. Business e-mail address __________________________________________________ Item 3 Personal information 1. Date signed _____________________________________ (YYYY/MM/DD) 2. Place of birth __________________________________________________________ (city, province, territory or state, country) 3. Gender Female Male 4. Eye colour ________________________ 5. Hair colour ________________________ 6. Height __________ in. or ______________ cm 7. Weight __________ lbs. or _____________ kg Item 4 Citizenship 1. Citizenship information What is your country of citizenship? Canada Other, specify: ____________________________________________________ 2. If you are a citizen of a country other than Canada, complete the following for that citizenship. Check here if you do not have a valid passport. Otherwise, provide: Passport number: ______________________________________________________ Date of issue: __________________________________________________________ (YYYY/MM/DD) Place of issue: _________________________________________________________ (city, province, territory or state, country) 982 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 5 Registration jurisdictions 1. Are you filing this form under the passport system / interface for registration? Only choose “No” if: (a) you are seeking registration only in your principal jurisdiction; (b) you are seeking review as a permitted individual and you are not currently registered under securities legislation in any jurisdiction of Canada. Yes No 2. Check each jurisdiction where you are seeking registration or, if you are seeking review as a permitted individual, check each jurisdiction where your sponsoring firm is registered: All jurisdictions Alberta British Columbia Manitoba New Brunswick Newfoundland and Labrador Northwest Territories Nova Scotia Nunavut Ontario Prince Edward Island Québec Saskatchewan Yukon Item 6 Individual categories 1. On Schedule C, check each category for which you are seeking registration as an individual or review as a permitted individual. If you are seeking review as a permitted individual, check each category that describes your position with your sponsoring firm. 2. If you are seeking registration as a representative of a mutual fund dealer or of a scholarship plan dealer in Québec, are you covered by your sponsoring firm’s professional liability insurance? Yes No If “No”, state: The name of your insurer _______________________________________________ Your policy number ____________________________________________________ 983 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 7 Address and agent for service 1. Address for service You must have one address for service in each province or territory where you are submitting this form. A residential address or a business address is acceptable. A post office box is not an acceptable address for service. Complete Schedule D for each additional address for service you are providing. Address for service: ____________________________________________________________ (number, street, city, province or territory, postal code) Telephone number _____________________________________________________________ Fax number, if applicable _______________________________________________________ Business e-mail address ________________________________________________________ 2. Agent for service If you have appointed an agent for service, provide the following information for the agent in each province or territory where you have an agent for service. The address of your agent for service must be the same as the address for service above. If your agent for service is not an individual, provide the name of your contact person. Name of agent for service: ______________________________________________________ Contact person: ________________________________________________________________ Last name, First name Item 8 Proficiency 1. Course, examination or designation information and other education Complete Schedule E to state each course, examination and designation that • is required for the registration categories or SRO approval categories you are applying for, and • you have successfully completed or, if you are an IIROC applicant, have been exempted from. Check here if you are not required under securities legislation or derivatives legislation (including commodity futures legislation), or the rules of an SRO, to satisfy any course, examination or designation requirements. 2. Student numbers If you have a student number for a course that you successfully completed with one of the following organizations, provide it below: CSI Global Education: __________________________________________________________ IFSE Institute: ________________________________________________________________ Institute of Canadian Bankers (ICB): ____________________________________________ CFA Institute: _________________________________________________________________ Advocis: _______________________________________________________________________ RESP Dealers Association of Canada: ____________________________________________ Other: _________________________________________________________________________ 984 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3. Exemption refusal Has any securities regulator, derivatives regulator or SRO refused to grant you an exemption from a course, examination, designation or experience requirement? Yes No If “Yes”, complete Schedule F. 4. Relevant securities experience If you are an individual applying for IIROC approval, select “N/A”. Do you have relevant securities experience? Yes No N/A If “Yes”, complete Schedule F. Item 9 Location of employment 1. Provide the following information for your new sponsoring firm. If you will be working out of more than one business location, provide the following information for the business location out of which you will be doing most of your business. If you are only filing this form because you are a permitted individual and you are not employed by, or acting as agent for, the sponsoring firm, select “N/A”. NRD location number: _________________________________________________ Unique Identification Number (optional): ________________________________ Business location address: _____________________________________________ (number, street, city, province, territory or state, country, postal code) Telephone number: ( ) ____________________ Fax number: ( ) ____________________ N/A  2 If the firm has a foreign head office, and/or you are not a resident of Canada, provide the address for the business location in which you will be conducting most of your business. If you are only filing this form because you are a permitted individual and you are not employed by, or acting as agent for, the sponsoring firm, select “N/A”. Business location address: _____________________________________________ (number, street, city, province, territory or state, country, postal code) Telephone number: ( ) ____________________ Fax number: ( ) ____________________ N/A  985 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 [The following under #3 “Type of business location”, #4 and #5 is for a Format other than NRD format only] 3. Type of business location: Head office Branch or Business Location Sub-branch (members of the Mutual Fund Dealers Association of Canada only) 4. Name of supervisor or branch manager: _________________________________  5. Check here if the mailing address of the business location is the same as the business location address provided above. Otherwise, complete the following: Mailing address: _______________________________________________________ (number, street, city, province, territory or state, country, postal code) 6. Notice regarding a business location that is a residence For the administration of securities legislation or derivatives legislation, including commodity futures legislation, or both, the regulator or, in Québec, the securities regulatory authority may require access to the business location to review the books, records and documents of the registered firm. If applicable, the SRO may also require access to the business location for the administration of the rules of the SRO. If the business location specified in this form is a residence, the regulator, securities regulatory authority or SRO may request consent to enter the residence. If consent is not provided, it may affect the ability of the regulator, securities regulatory authority or SRO to access the books, records or documents of a registered firm and to determine whether securities legislation, derivatives legislation (including commodity futures legislation) or the rules of the SRO are being complied with. As a result, the regulator, securities regulatory authority or SRO may take action if it is unable to access and review the books, records or documents of a registered firm held at the business location. 1. Activities with your sponsoring firm Instructions: Describe all of your roles and responsibilities with your sponsoring firm, whether these roles and responsibilities are securities‑related or not (e.g., sale of securities, review of marketing materials, IT help desk, negotiation of employment contracts, sales of banking and insurance products and services). Include any other information about your position with your sponsoring firm that is relevant for the regulator or, in Québec, the securities regulatory authority to know (e.g., if your role is specialized). For example, if you are applying as an advising representative limited to client relationship management, indicate this by including the following statement in Schedule G: ‘Individual is seeking registration as CRM AR.’ Complete a Schedule G with respect to your roles and responsibilities with your sponsoring firm. 986 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2. Reportable outside activities Instructions: Consider all of the activities that you participate in outside of your sponsoring firm, whether or not you receive compensation for such activities and whether or not any such activity is business‑related. Activities performed for an affiliated entity are considered activities outside of your sponsoring firm. If any of the categories below describes one or more activities that you participate in, complete a separate Schedule G for each activity or entity. If multiple activities are performed for one entity, complete a single Schedule G identifying all the activities performed. Uncompensated activities that do not fall within Categories 1 to 5 (i.e., generally activities that do not involve securities or financial services and are not a position of influence, such as being a little league soccer coach) are not reportable. Category 1 – Activities with another registered firm Instructions: Report activities with registered firms, other than your sponsoring firm. All activities in this category are reportable, whether or not you receive compensation for such activities. Major shareholder means a shareholder who, in total, directly or indirectly owns voting securities carrying 10 percent or more of the votes carried by all outstanding voting securities. If you are a director, officer, employee, contractor, consultant, agent, or service provider of a registered firm other than your sponsoring firm, or are in any other equivalent position with or for that registered firm, or are a major shareholder or partner of that registered firm, complete a separate Schedule G for the registered firm. Category 2 – Activities with an entity that receives compensation from a registered firm If you are a director, officer, employee, contractor, consultant, or agent of a specified entity, or are in any other equivalent position with or for a specified entity, or are a shareholder or partner of a specified entity, complete a separate Schedule G for the specified entity. For the purposes of this category, ‘specified entity’ means an entity that receives compensation from a registered firm for activities that you provide for your sponsoring firm or another registered firm. Category 3 – Other securities-related activities Instructions: All activities in this category are reportable, whether or not you receive compensation for such activities. Charitable or other fundraising activities that do not involve the issuance of securities or derivatives are not reportable. If you have been at any time in the last 7 years directly involved in raising money for an entity through the issuance of securities or derivatives or promoting the sale of an entity’s securities or derivatives outside of your activities with your sponsoring firm or another registered firm, complete a separate Schedule G for each entity for which you performed these activities. Directors and officers of reporting issuers and of entities that have been at any time in the last 7 years raising money through the issuance of securities or derivatives are considered to be directly involved in raising money for that entity. 987 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Category 4 – Provision of financial or finance-related services Instructions: All activities in this category are reportable, whether or not you receive compensation for such activities. For example, volunteer activities pertaining to your securities or financial services knowledge must be reported under this category. Also report if you are the owner or management of an entity that provides these services. Major shareholder means a shareholder who, in total, directly or indirectly owns voting securities carrying 10 percent or more of the votes carried by all outstanding voting securities. Complete a separate Schedule G for each activity, as applicable, if you • sell or negotiate insurance, including being an insurance broker or agent, • provide loan or deposit or other banking products and services, • carry on a money service business, including exchanging one type of currency for another, transferring money from one person to another, or issuing or redeeming money orders, traveller’s cheques or anything similar, • facilitate or administer mortgages, including acting as a mortgage broker, agent or administrator, • prepare tax returns or provide tax advice, • help create programs for persons to meet their long-term financial goals, including providing financial planning (including estate planning) or financial advice, • provide corporate finance services, including services provided in the capacity of a comptroller, treasurer and chief financial officer, • advise persons under financial stress on credit/debt restructuring, • are a pension consultant, • provide advice on mergers and acquisitions, • provide accounting or bookkeeping services, • provide oversight or independent review or expert opinion on the management of an entity’s financial assets, • lend money or accept deposits of money (e.g., alternative financing, non-bank financial institution), or • provide other financial or finance-related services not identified above. Also complete a separate Schedule G for each activity, as applicable, if you are a director or officer, or are in any other equivalent position with or for, or are a major shareholder or active partner of, an entity that provides one or more of the services in the above list. Category 5 – Positions of influence Instructions: All positions of influence (e.g., medical doctor, leader in a religious organization) are reportable, whether or not you receive compensation for such activities. Guidance: see also section 13.4.3 of National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and the Companion Policy to National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. 988 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Complete a separate Schedule G for each position of influence that you are in. Item 11 Previous employment and other activities On Schedule H, complete your history of employment and other activities for the past 10 years. Item 12 Resignations and terminations Instructions: Disclose all allegations against you that existed at the time of your resignation or termination. The allegation does not need to be the reason for or cause of your resignation or termination. Sales targets are not considered a standard of conduct of a sponsoring firm. Have you ever resigned or been terminated from a position or contract when, at the time of your resignation or termination, there existed an allegation that you: 1. Contravened any statutes, regulations, orders of a court or regulatory body, rules or bylaws or failed to meet any standard of conduct of a sponsoring firm or of any professional body? Yes No If “Yes”, complete Schedule I, Item 12.1. 2. Failed to appropriately supervise compliance with any statutes, regulations, orders of a court or regulatory body, rules or bylaws or with any standard of conduct of a sponsoring firm or of any professional body? Yes No If “Yes”, complete Schedule I, Item 12.2. 3. Committed fraud or the wrongful taking of property, including theft? Yes No If “Yes”, complete Schedule I, Item 12.3. Item 13 Regulatory disclosure The questions below relate to any jurisdiction of Canada and any foreign jurisdiction. 1. Securities and derivatives regulation (a) Other than a registration or permitted individual status that has been recorded under this NRD number, are you now, or have you ever been, registered or licensed with any securities regulator or derivatives regulator or both to trade in or advise on securities or derivatives or both? Yes No If “Yes”, complete Schedule J, Item 13.1(a). (b) Have you ever been refused registration or a licence to trade in or advise on securities or derivatives or both? Yes No If “Yes”, complete Schedule J, Item 13.1(b). 989 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) Have you ever been denied the benefit of any exemption from registration provided in any securities or derivatives or both legislation or rules, other than what was disclosed in Item 8.3 of this form? Yes No If “Yes”, complete Schedule J, Item 13.1(c). (d) Are you now, or have you ever been subject to any disciplinary proceedings or any order resulting from disciplinary proceedings under any securities legislation or derivatives legislation or both? Yes No If “Yes”, complete Schedule J, Item 13.1(d). 2. SRO regulation (a) Other than an approval that has been recorded under this NRD number, are you now, or have you ever been, an approved person of an SRO or similar organization? Yes No If “Yes”, complete Schedule J, Item 13.2(a). (b) Have you ever been refused approved person status by an SRO or similar organization? Yes No If “Yes”, complete Schedule J, Item 13.2(b). (c) Are you now, or have you ever been, subject to any disciplinary proceedings conducted by any SRO or similar organization? Yes No If “Yes”, complete Schedule J, Item 13.2(c). 3. Non-securities regulation Instructions: Only disclose registration or licences to deal with the public in any capacity. (a) Are you now, or have you ever been, registered or licensed under any legislation which requires registration or licensing to deal with the public in any capacity other than to trade in or advise on securities or derivatives or both (e.g. insurance, real estate, accountant, lawyer, teacher, medical doctor, mortgage broker or agent)? Yes No If “Yes”, complete Schedule J, Item 13.3(a). (b) Have you ever been refused registration or a licence under any legislation relating to your activities unrelated to securities or derivatives? Yes No If “Yes”, complete Schedule J, Item 13.3(b). (c) Are you now, or have you ever been, a subject of any disciplinary actions conducted under any legislation relating to your activities unrelated to securities or derivatives? Yes No If “Yes”, complete Schedule J, Item 13.3(c). 990 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 14 Criminal disclosure You must disclose all offences, including: • a criminal offence under the laws of Canada such as the Criminal Code (Canada), the Income Tax Act (Canada), the Competition Act (Canada), the Immigration and Refugee Protection Act (Canada) and the Controlled Drugs and Substances Act (Canada), even if ◦ a record suspension has been ordered under the Criminal Records Act (Canada), or ◦ you have been granted an absolute or conditional discharge under the Criminal Code (Canada), • a criminal offence under the laws of any foreign jurisdiction such as U.S. federal and state criminal offences, and • a criminal offence, with respect to questions 14.2 and 14.4, ◦ of which you or any entity when you were a partner, director, officer or major shareholder of that entity has been found guilty, or ◦ for which you or any entity when you were a partner, director, officer or major shareholder of that entity has participated in the Alternative Measures Program, a diversion program, or any alternative resolution program within the previous 3 years, even if a record suspension has been ordered under the Criminal Records Act (Canada). You are not required to disclose:  charges for summary conviction offences that have been stayed for six months or more,  charges for indictable offences that have been stayed for a year or more, offences under the Youth Criminal Justice Act (Canada), and  speeding or parking violations. Subject to the exceptions above: 1. Are there any outstanding or stayed charges against you alleging a criminal offence that was committed?   Yes No If “Yes”, complete Schedule K, Item 14.1. 2. Have you ever been found guilty, pleaded no contest to, or been granted an absolute or conditional discharge from any criminal offence that was committed?   Yes No If “Yes”, complete Schedule K, Item 14.2. 3. To the best of your knowledge, are there any outstanding or stayed charges against any entity of which you were, at the time the criminal offence was alleged to have taken place, a partner, director, officer or major shareholder?   Yes No If “Yes”, complete Schedule K, Item 14.3. 991 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4. To the best of your knowledge, has any entity, when you were a partner, officer, director or major shareholder, ever been found guilty, pleaded no contest to or been granted an absolute or conditional discharge from a criminal offence that was committed?   Yes No If “Yes”, complete Schedule K, Item 14.4. Item 15 Civil disclosure The questions below relate to any jurisdiction of Canada and any foreign jurisdiction. 1. Are there currently any outstanding civil actions alleging fraud, theft, deceit, misrepresentation or similar misconduct against you or an entity where you are or were a partner, director, officer or major shareholder? Yes No If “Yes”, complete Schedule L, Item 15.1. 2.

Have you or an entity where you are or were a partner, director, officer or major shareholder ever been a defendant or respondent in any civil proceeding in which fraud, theft, deceit, misrepresentation or similar misconduct is, or was, successfully established in a judgment? Yes No If “Yes”, complete Schedule L, Item 15.2. Item 16 Financial disclosure 1. Bankruptcies, insolvencies, consumer proposals and creditor arrangements Instructions: You must provide the following information no matter when the event occurred (even if it was longer than 7 years ago). The information is required to be reported even if you or the entity has been discharged or released from bankruptcy. Under the laws of any jurisdiction of Canada or any foreign jurisdiction, have any of the following events ever occurred to you or to any entity when you were a partner, director, officer or major shareholder of the entity: (a) had a petition in bankruptcy issued or made a voluntary assignment into bankruptcy or any similar proceeding (no matter when it occurred, even if it was longer than 7 years ago, and even if you or the entity have been discharged or released from bankruptcy)? Yes No If “Yes”, complete Schedule M, Item 16.1(a). (b) a proposal, including a consumer proposal, under any legislation relating to bankruptcy or insolvency or any similar proceeding? Yes No If “Yes”, complete Schedule M, Item 16.1(b). (c) proceedings under any legislation relating to the winding up or dissolution of the entity, or under the Companies’ Creditors Arrangement Act (Canada)? Yes No If “Yes”, complete Schedule M, Item 16.1(c). 992 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (d) any proceedings, arrangement or compromise with creditors? Yes No If “Yes”, complete Schedule M, Item 16.1(d). 2. Debt obligations During the past 10 years • have you failed to meet a financial obligation of $10,000 or more as it came due, or • to the best of your knowledge, has any entity, while you were a partner, director, officer or major shareholder of that entity, failed to meet any financial obligation of $10,000 or more as it came due? Yes No If “Yes”, complete Schedule M, Item 16.2. 3. Surety bond or fidelity bond Have you ever been refused for a surety or fidelity bond? Yes No If “Yes”, complete Schedule M, Item 16.3. 4. Garnishments, seizure in the hands of third persons, unsatisfied judgments or directions to pay Has any governmental or regulatory authority or court, in any jurisdiction, ever issued any of the following • against you regarding your indebtedness, or • to the best of your knowledge, against an entity regarding the entity’s indebtedness incurred at the time you were a partner, director, officer or major shareholder of the entity: Yes No Garnishment or seizure in the hands of third persons Unsatisfied judgment Direction to pay If “Yes”, complete Schedule M, Item 16.4. Item 17 Ownership of securities and derivatives firms Are you now, or have you ever been, a partner or major shareholder of any firm (including your sponsoring firm) whose business is trading in or advising on securities or derivatives or both? Yes No If “Yes”, complete Schedule N. 993 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 18 Agent for service By submitting this form, you certify that in each jurisdiction of Canada where you have appointed an agent for service, you have completed the appointment of agent for service required in that jurisdiction. Item 19 Submission to jurisdiction By submitting this form, you agree to be subject to the securities legislation or derivatives legislation or both of each jurisdiction of Canada, and to the by-laws, regulations, rules, rulings and policies (collectively referred to as ‘rules’ in this form) of the SROs to which you have submitted this form. This includes the jurisdiction of any tribunals or any proceedings that relate to your activities as a registrant or a partner, director or officer of a registrant under that securities legislation or derivatives legislation or both or as an Approved Person under SRO rules. Item 20 Notice and consent for collection and use of personal information 1. Notice of collection and use of personal information Your personal information is collected by, or on behalf of, each securities regulatory authority and SRO set out in Schedule O. Any of the securities regulatory authorities or SROs set out in Schedule O may contact governmental or regulatory authorities, private bodies or agencies, individuals, corporations, employers, and other organizations, in Canada and in other countries, for information about you. This personal information is being collected under the authority of the applicable securities legislation, derivatives legislation (including commodity futures legislation) or both of the securities regulatory authorities and under the SRO rules of an SRO set out in Schedule O. The collection, use and disclosure are done in accordance with applicable freedom of information and privacy legislation. The principal purpose of this collection by the securities regulatory authorities is to administer, enforce, carry out their duties or exercise their powers under their respective securities legislation, derivatives legislation (including commodity futures legislation) or both, and by the SROs to administer and enforce the rules of the SROs. The information submitted by you in this form with your consent, or collected indirectly with your authorization, may be collected • at the time of your application, • at any time during your registration or while you are a permitted individual, or • at the time the regulator or, in Québec, the securities regulatory authority, or the SRO is informed by your sponsoring firm that you no longer have authority to act on behalf of the sponsoring firm or are not a permitted individual of the sponsoring firm. If you have any questions about the collection, use and disclosure of this information, contact the securities regulatory authority or SRO in any jurisdiction in which the required information is submitted. See Schedule O for details. 994 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Certain information, such as your name(s) (including aliases, trade names or some past names), your sponsoring firm, and other relevant registration information, will be listed in a publicly available registry of registered individuals and, if applicable, on the Disciplined List. Certain securities regulatory authorities may provide to or receive from certain entities information under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs. This consent and notice does not limit the authority, powers, obligations, or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction. 2. Consent to collect and use personal information By submitting this form, you consent to and authorize the collection, directly and indirectly, of personal information by each securities regulatory authority and SRO and to the use of your personal information as set out above. The personal information that each securities regulatory authority or SRO collects includes the following: • the personal information provided in this form; • the personal information provided by your sponsoring firm; • registration or financial services licensing information; • law enforcement records, including police records; • credit records; • bankruptcy or other insolvency records; • employment records and information received from an employer; • records and information received from entities you had or have an independent contractor or agency relationship with; • personal information available online; • records from governmental or regulatory authorities, SROs or professional bodies; • records of, and used in, court proceedings, including probation records. Item 21 Repealed. 13 May 2022 SR 33/2022 s3. Item 22 Repealed. 13 May 2022 SR 33/2022 s3. 995 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Schedule A Names (Item 1) Item 1.2 Other personal names Name 1: _______________________________________________________________________________ Last name First name Second name (N/A ) Third name (N/A ) Provide the reasons for the use of this name (for example, marriage, divorce, court order, commonly used name or nickname): _____________________________________________ When did you use this name? From: To: __________________ ___________________ (YYYY/MM) (YYYY/MM) Name 2: _______________________________________________________________________________ Last name First name Second name (N/A ) Third name (N/A ) Provide the reasons for the use of this name (for example, marriage, divorce, court order, commonly used name or nickname): _____________________________________________ When did you use this name? From: To: __________________ ___________________ (YYYY/MM) (YYYY/MM) Name 3: _______________________________________________________________________________ Last name First name Second name (N/A ) Third name (N/A ) Provide the reasons for the use of this name (for example, marriage, divorce, court order, commonly used name or nickname): _____________________________________________ When did you use this name? From: To: __________________ ___________________ (YYYY/MM) (YYYY/MM) Item 1.3 Use of other names Name 1: Name: ________________________________________________________________________ Provide the reasons for the use of this other name (for example, trade name or team name): If this other name is or was used in connection with any sponsoring firm, did the sponsoring firm approve the use of the name? Yes No N/A When did you use this name? From: To: __________________ ___________________ (YYYY/MM) (YYYY/MM) 996 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Name 2: Name: ________________________________________________________________________ Provide the reasons for the use of this other name (for example, trade name or team name): If this other name is or was used in connection with any sponsoring firm, did the sponsoring firm approve the use of the name? Yes No N/A When did you use this name? From: To: __________________ ___________________ (YYYY/MM) (YYYY/MM) Name 3: Name: ________________________________________________________________________ Provide the reasons for the use of this other name (for example, trade name or team name): If this other name is or was used in connection with any sponsoring firm, did the sponsoring firm approve the use of the name? Yes No N/A When did you use this name? From: To: __________________ ___________________ (YYYY/MM) (YYYY/MM) Schedule B Residential address (Item 2) Item 2.1 Current and previous residential addresses If you have lived at your current address for less than 10 years, list all previous addresses for the past 10 years. You do not have to include a postal code or ZIP code, or a telephone number for any previous address. Address 1: Residential address: ____________________________________________________________ (number, street, city, province, territory or state, country) When did you use this name? From: To: __________________ ___________________ (YYYY/MM) (YYYY/MM) Address 2: Residential address: ____________________________________________________________ (number, street, city, province, territory or state, country) When did you use this name? From: To: __________________ ___________________ (YYYY/MM) (YYYY/MM) 997 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Address 3: Residential address: ____________________________________________________________ (number, street, city, province, territory or state, country) When did you use this name? From: To: __________________ ___________________ (YYYY/MM) (YYYY/MM) Schedule C Individual Categories (Item 6) Check each category for which you are seeking registration, approval or review as a permitted individual. Categories common to all jurisdictions under securities legislation Firm categories [Format other than NRD format only] [ ] Investment Dealer [ ] Mutual Fund Dealer [ ] Scholarship Plan Dealer [ ] Exempt Market Dealer [ ] Restricted Dealer [ ] Portfolio Manager [ ] Restricted Portfolio Manager [ ] Investment Fund Manager Individual categories and permitted activities [ ] Dealing Representative [ ] Advising Representative [ ] Associate Advising Representative [ ] Ultimate Designated Person [ ] Chief Compliance Officer [ ] permitted individual as described in paragraph (c) of the definition of “permitted individual” in section 1.1 of National Instrument 33-109 Registration Information [ ] Officer – Specify title: [ ] Director [ ] Partner [ ] Shareholder [ ] Branch Manager (MFDA members only) [ ] IIROC approval only 998 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) IIROC Approval categories [ ] Executive [ ] Director (Industry) [ ] Director (Non-Industry) [ ] Supervisor [ ] Investor [ ] Registered Representative [ ] Investment Representative [ ] Portfolio Manager [ ] Associate Portfolio Manager [ ] Trader Additional approval categories [ ] Chief Compliance Officer [ ] Chief Financial Officer [ ] Ultimate Designated Person Products [ ] Non-Trading [ ] Securities [ ] Options [ ] Futures Contracts and Futures Contract Options [ ] Mutual Funds only Customer type [ ] Retail [ ] Institutional [ ] Not Applicable Portfolio management [ ] Portfolio Management Categories under local commodity futures and derivatives legislation Ontario Firm categories [ ] Commodity Trading Adviser [ ] Commodity Trading Counsel [ ] Commodity Trading Manager [ ] Futures Commission Merchant 999 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Individual categories and permitted activities [ ] Advising Representative [ ] Salesperson [ ] Branch Manager [ ] Officer – Specify title: [ ] Director [ ] Partner [ ] Shareholder [ ] IIROC approval only Manitoba Firm categories [ ] Dealer (Merchant) [ ] Dealer (Futures Commission Merchant) [ ] Dealer (Floor Broker) [ ] Adviser [ ] Local Individual categories and permitted activities [ ] Floor Broker [ ] Salesperson [ ] Branch Manager [ ] Adviser [ ] Officer – Specify title: [ ] Director [ ] Partner [ ] Futures Contracts Portfolio Manager [ ] Associate Futures Contracts Portfolio Manager [ ] IIROC approval only [ ] Local Québec Firm categories [ ] Derivatives Dealer [ ] Derivatives Portfolio Managern Individual categories and permitted activities [ ] Derivatives Dealing Representative [ ] Derivatives Advising Representative [ ] Derivatives Associate Advising Representative 1000 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Schedule D Address and agent for service (Item 7) Item 7.1 Address for service You must have one address for service in each province or territory in which you are now, or are seeking to become, a registered individual or permitted individual. A post office box is not an acceptable address for service. Address for service: ____________________________________________________________ (number, street, city, province or territory, postal code) Telephone number: ( ) ____________________________ Fax number: ( ) ____________________________ Business e-mail address: ________________________________________________________ Item 7.2 Agent for service If you have appointed an agent for service, provide the following information about the agent. The address for service provided above must be the address of the agent named below. Name of agent for service: ______________________________________________________ (if applicable) Contact person: ________________________________________________________________ Last name, First name Schedule E Proficiency (Item 8) Item 8.1 Course, examination or designation information and other education Instructions: Please see Division 2 [Education and experience requirements] in Part 3 [Registration requirements – individuals] of National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations for the education and experience requirements for the categories that you are seeking to be registered in or the relevant SRO rules for the SRO approval categories. Below, state each course, examination and designation that: • is required for the registration categories or SRO approval categories you are applying for, and • you have successfully completed. 1001 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 *For IIROC applicants only – If applicable, please indicate the date of any exemption granted for any course, examination, designation or other education required for approval. Course, examination, Date completed Date exempted* Regulator / securities designationor other (YYYY/MM/DD) (YYYY/MM/DD) regulatory authority education granting the exemption* If you have listed the CFA Charter in Item 8.1, please indicate by checking “Yes” below if you are a current member of the CFA Institute permitted to use this charter. Yes  No  If “No”, please explain why you no longer hold this designation: _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ If you have listed the Canadian Investment Manager Designation in Item 8.1, please indicate by checking “Yes” below if you are currently permitted to use this designation. Yes  No  If “No”, please explain why you no longer hold this designation: _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ 1002 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Schedule F Proficiency (Items 8.3 and 8.4) Item 8.3 Exemption refusal Complete the following for each exemption that was refused. 1. Which securities regulator, derivatives regulator or SRO refused to grant the exemption? _______________________________________________________________________________ State the name of the course, examination, designation or experience requirement: _______________________________________________________________________________ State the reason given for not being granted the exemption: _______________________________________________________________________________ Date exemption refused: ____________________ (YYYY/MM/DD) 2. Which securities regulator, derivatives regulator or SRO refused to grant the exemption? _______________________________________________________________________________ State the name of the course, examination, designation or experience requirement: _______________________________________________________________________________ State the reason given for not being granted the exemption: _______________________________________________________________________________ Date exemption refused: ____________________ (YYYY/MM/DD) 3. Which securities regulator, derivatives regulator or SRO refused to grant the exemption? _______________________________________________________________________________ State the name of the course, examination, designation or experience requirement: _______________________________________________________________________________ State the reason given for not being granted the exemption: Date exemption refused: ____________________ (YYYY/MM/DD) Item 8.4 Relevant securities experience Instructions: • Some registration categories require a specified amount of experience to have been obtained within specified timeframes. Please see National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations or the relevant SRO rules for more information. 1003 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 • If you are applying to be an advising representative or an associate advising representative, or with IIROC as a portfolio manager, associate portfolio manager, or supervisor designated to be responsible for the supervision of managed accounts, provide details of the activities you performed for each position in which you gained relevant investment management experience. Such details may include the level of responsibility; value of accounts under direct supervision; number of years of experience in performing securities research and analysis for the purpose of portfolio securities selection, portfolio construction and analysis; type of experience in performing client relationship management; number of years of experience collecting know‑your‑client information; or number of years of experience conducting suitability assessments. • If you are applying as an advising representative limited to client relationship management, indicate this by including the following statement: ‘Individual seeking registration as CRM AR’. • For all other categories, provide details of activities that you performed for each position in which you gained relevant securities industry experience. 1. If you are applying • to be an advising representative or an associate advising representative of a portfolio manager, describe the relevant investment management experience that you have gained, or • for any other category, describe the relevant securities industry experience that you have gained. For each position in which you gained relevant experience, provide the following information: (a) the name of the firm or entity with which you gained this experience; (b) your title; (c) the start and end dates of this position; (d) the details of the activities you performed that are relevant for the category of registration that you are applying for; (e) the percentage of your time in this position that was spent on activities relating to the experience. ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ 2. Indicate the continuing education activities in which you have participated during the last 36 months and that are relevant to the category of registration you are applying for: __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ 1004 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Schedule G Reportable activities (Item 10) 1. Start date __________________________________ (YYYY/MM/DD) 2. Sponsoring firm or other entity information Check here if the reportable activity is with your sponsoring firm. If the reportable activity is with your sponsoring firm, you are not required to indicate the firm’s name and address but are required to provide the name and title of your immediate supervisor. For all other types of reportable activity, enter all of the information below: Name of business or employer: __________________________________________________ Address of business or employer: ________________________________________________ (number, street, city, province, territory or state, country) Name and title of your immediate supervisor: ____________________________________ 3. Description of the reportable activity and your roles and responsibilities Instructions: If you are completing this schedule in relation to your activities with your sponsoring firm, for (e) below, provide the title(s) you will use once registered, and if you are already registered, provide the title(s) you use as of the date of this filing. (a) Describe the entity that you carry on the activity with or for, including the nature of the entity’s business. (b) Is the entity listed on an exchange? (c) Describe your relationship with the entity. (d) Describe all of your roles and responsibilities relating to the activity. _____________________________________________________________________ (e) Provide all business title(s) and professional designation(s) you use for the activity. _____________________________________________________________________ 4. Number of work hours per week How many hours per week do you spend on this activity? __________________________ 5. Conflicts of interest Instructions: Complete this section if you have a reportable activity outside your sponsoring firm. Do not complete this section if your reportable activity is solely with your sponsoring firm. Take into consideration existing and reasonably foreseeable material conflicts of interest and existing and potential client confusion. (a) Does the activity give rise to any material conflicts of interest between the client and the sponsoring firm or you? Does the activity give rise to client confusion? If no material conflicts of interest or client confusion are expected, explain why. _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ 1005 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) Describe (i) the material conflicts of interest, and (ii) how these conflicts will be addressed in the best interest of the client. _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ (c) Describe (i) the client confusion, and (ii) how the client confusion will be addressed. _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ (d) Does your sponsoring firm and the entity have procedures for identifying and addressing material conflicts of interest? If so, confirm you are complying with both sets of procedures. _____________________________________________________________________ (e) State the name and title of the individual at your sponsoring firm who has reviewed and approved the activity. _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ Schedule H Previous employment and other activities (Item 11) Provide the following information for each of your employment and other activities in the past 10-years. Account for all of your time, including full-time and part-time employment, self-employment or military service. Include your status for each, such as unemployed, full-time student, or other similar statuses. Do not include short-term employment of four months or less while a student, unless it was in the securities, derivatives or financial industry. In addition to the information required in the paragraph above, if you were employed or had business activities in the securities or derivatives industry or both during and before the 10-year period, disclose all your securities and derivatives or both employment or business activities (both before and during the 10-year period). Unemployed Full-time student Employed or self-employed From: ______________________ (YYYY/MM) To: _________________________ (YYYY/MM) 1006 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Complete the following only if you are, or were, employed or self-employed during this period. Name of business or employer: _______________________________________________________________________________ (number, street, city, province, territory or state, country) Name and title of immediate supervisor, if applicable: _______________________________________________________________________________ Describe the firm’s business, your position, duties and your relationship to the firm. Reason why you left the firm: _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ Schedule I Resignations and terminations (Item 12) Item 12.1 For each allegation of contravention of any statute, regulation, order of a court or regulatory body, rule or bylaw or failure to meet any standard of conduct of a sponsoring firm or of any professional body, state below (1) the name of the firm from which you resigned or were terminated, (2) whether you resigned or were terminated, (3) the date you ceased to carry on duties, (4) the circumstances relating to your resignation or termination, (5) details of the allegation (regardless of whether the allegation caused or contributed to your resignation or termination), including the statutes, regulations, orders, rules or bylaws allegedly contravened or standards of conduct allegedly not met, (6) details of how the allegation was addressed, and (7) any details of the resignation, termination, or allegation relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable. __________________________________________________________________________ Item 12.2 For each allegation of failure to supervise compliance with any statute, regulation, order of a court or regulatory body, rule or bylaw or with any standard of conduct of a sponsoring firm or of any professional body, state below, (1) the name of the firm from which you resigned or were terminated, (2) whether you resigned or were terminated, (3) the date you ceased to carry on duties, (4) the circumstances relating to your resignation or termination, (5) details of the allegation of failure to supervise (regardless of whether the allegation caused or contributed to your resignation or termination), (6) details of how the allegation was addressed, and (7) any details of the resignation, termination, or allegation relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable. __________________________________________________________________________ 1007 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 12.3 For each allegation that you committed fraud or the wrongful taking of property, including theft, state below (1) the name of the firm from which you resigned or were terminated, (2) whether you resigned or were terminated, (3) the date you ceased to carry on duties, (4) the circumstances relating to your resignation or termination, (5) details of the allegation (regardless of whether the allegation caused or contributed to your resignation or termination), (6) details of how the allegation was addressed, and (7) any details of the resignation, termination, or allegation relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable. __________________________________________________________________________ Schedule J Regulatory disclosure (Item 13) Item 13.1 Securities and derivatives regulation (a) For each registration or licence, state below (1) the name of the firm, (2) the securities or derivatives regulator with which you are, or were, registered or licensed, (3) the type or category of registration or licence, and (4) the period that you held the registration or licence. ___________________________________________________________________________ (b) For each registration or licence refused, state below (1) the name of the firm, (2) the securities or derivatives regulator that refused the registration or licence, (3) the type or category of registration or licence refused, (4) the date of the refusal, and (5) the reasons for the refusal. ___________________________________________________________________________ (c) For each exemption from registration denied or licence refused, other than what was disclosed in Item 8.3 of this form, state below (1) the party that was refused the exemption from registration or licence, (2) the securities or derivatives regulator that refused the exemption from registration or licence, (3) the type or category or registration or licence refused, (4) the date of the refusal, and (5) the reasons for the refusal. ___________________________________________________________________________ (d) For each order or disciplinary proceeding, state below (1) the name of the firm, (2) the securities or derivatives regulator that issued the order or is conducting or conducted the proceeding, (3) the date any notice of proceeding was issued, (4) the date any order or settlement was made, (5) a summary of any notice, order or settlement (including any sanctions imposed), (6) whether you are or were a partner, director, officer or major shareholder of the firm and named individually in the order or disciplinary proceeding, and (7) any other relevant details. ___________________________________________________________________________ 1008 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 13.2 SRO regulation (a) For each approval, state below (1) the name of the firm, (2) the SRO with which you are or were an approved person, (3) the categories of approval, and (4) the period that you held the approval. ___________________________________________________________________________ (b) For each approval refused, state below (1) the name of the firm, (2) the SRO that refused the approval, (3) the category of approval refused, (4) the date of the refusal, and (5) the reasons for the refusal. ___________________________________________________________________________ (c) For each order or disciplinary proceeding, state below (1) the name of the firm, (2) the SRO that issued the order or that is, or was, conducting the proceeding, (3) the date any notice of proceeding was issued, (4) the date any order or settlement was made, (5) a summary of any notice, order or settlement, including any sanctions imposed, (6) whether you are or were a partner, director, officer or major shareholder of the firm and named individually in the order or disciplinary proceeding, and (7) any details of the order or disciplinary proceeding relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable. ___________________________________________________________________________ Item 13.3 Non-securities regulation (a) For each registration or licence, state below (1) the party who is, or was, registered or licensed, (2) if applicable, the employer or entity for whom you performed the registerable or licensable activity, (3) the period that the party held the registration or licence, (4) the type or category of registration or licence, (5) with which regulatory authority, or under what legislation, the party is, or was, registered or licensed, and (6) the licence number. __________________________________________________________________________ (b) For each registration or licence refused, state below (1) the party that was refused registration or licensing, (2) if applicable, the employer or entity for whom you performed the registerable or licensable activity, (3) with which regulatory authority, or under what legislation, the registration or licence was refused, (4) the type or category of registration or licence refused, (5) the date of the refusal, and (6) the reasons for the refusal. __________________________________________________________________________ (c) For each order or disciplinary proceeding, indicate below (1) the party against whom the order was made or the proceeding taken, (2) the regulatory authority that made the order or that is, or was, conducting the proceeding, or under what legislation the order was made or the proceeding is being, or was conducted, (3) the date any notice of proceeding was issued, (4) the date any order or settlement was made, (5) a summary of any notice, order or settlement, including any sanctions imposed, (6) whether you are or were a partner, director, officer or major shareholder of the entity and named individually in the order or disciplinary proceeding, and (7) any details of the order or disciplinary proceeding relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable. __________________________________________________________________________ 1009 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Schedule K Criminal disclosure (Item 14) Item 14.1 For each charge, state below (1) the type of charge, (2) the date of the charge, (3) any trial or appeal dates, and (4) the court location. _______________________________________________________________________________ Item 14.2 For each finding of guilty, pleading no contest to, or granting of an absolute or conditional discharge from a criminal offence, state below (1) the offence, (2) the date found guilty, and (3) the disposition (any penalty or fine and the date any fine was paid). _______________________________________________________________________________ Item 14.3 For each charge, state below (1) the name of the entity, (2) the type of charge, (3) the date of the charge, (4) any trial or appeal dates, and (5) the court location. _______________________________________________________________________________ Item 14.4 For each finding of guilty, pleading no contest to, or granting of an absolute or conditional discharge from a criminal offence, state below (1) the name of the entity, (2) the offence, (3) the date of the conviction, and (4) the disposition (any penalty or fine and the date any fine was paid). _______________________________________________________________________________ Schedule L Civil disclosure (Item 15) Item 15.1 For each outstanding civil proceeding, state below (1) the dates the statement of claim and statement of defence were issued, (2) the name of each plaintiff in the proceeding, (3) whether the proceeding is pending or on appeal, (4) whether the proceeding was against an entity where you are, or were, a partner, director, officer or major shareholder and whether you have been named individually in the allegations, and (5) the jurisdiction where the action is being pursued. _______________________________________________________________________________ Item 15.2 For each civil proceeding, state below (1) the dates the statement of claim and statement of defence were issued, (2) the name of each plaintiff in the proceeding, (3) the jurisdiction where the action was pursued, (4) whether the proceeding was about an entity where you are, or were, a partner, director, officer or major shareholder and whether you have been named individually in the allegations, and (5) a summary of any disposition or any settlement over $10,000. You must disclose any actions settled without admission of liability. _______________________________________________________________________________ 1010 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Schedule M Financial Disclosure (Item 16) Item 16.1 Bankruptcies, insolvencies, consumer proposals and creditor arrangements Instructions: Proposals includes consumer proposals. (a) For each event, state below (1) the date of the petition or voluntary assignment into bankruptcy or similar proceeding, (2) the person or entity about whom this disclosure is being made, (3) any amounts currently owing, (4) the creditors, (5) the status of the matter, (6) a summary of any disposition or settlement, (7) the date of discharge or release, if applicable, and (8) any details of the petition or voluntary assignment into bankruptcy or similar proceeding relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable. __________________________________________________________________________ (b) For each event, state below (1) the date of the proposal, (2) the person or firm about whom this disclosure is being made, (3) any amounts currently owing, (4) the creditors, (5) the status of the matter, (6) a summary of any disposition or settlement, and (7) any details of the proposal relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable. __________________________________________________________________________ (c) For each event, state below (1) the date of the proceeding, (2) the person or entity about whom this disclosure is being made, (3) any amounts currently owing, (4) the creditors, (5) the status of the matter, (6) a summary of any disposition or settlement, and (7) any details of the proceeding relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable. __________________________________________________________________________ (d) For each proceeding, arrangement or compromise with creditors, state below (1) the date of the proceeding, arrangement or compromise, (2) the person or entity about whom this disclosure is being made, (3) any amounts currently owing, (4) the creditors, (5) the status of the matter, (6) a summary of any disposition or settlement, and (7) any details of the proceeding, arrangement or compromise relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable. __________________________________________________________________________ Item 16.2 Debt obligation For each event, state below (1) the person or entity that failed to meet its financial obligation, (2) the amount that was owing at the time the person or entity failed to meet its financial obligation, (3) the person or entity to whom the amount is, or was, owing, (4) any relevant dates (for example, when payments are due or when final payment was made), (5) any amounts currently owing, and (6) any details of the debt obligation relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable, including why the obligation has not been met or satisfied. __________________________________________________________________________ 1011 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 16.3 Surety bond or fidelity bond For each bond refused, state below (1) the name of the bonding company, (2) the address of the bonding company, (3) the date of the refusal, and (4) the reasons for the refusal. __________________________________________________________________________ Item 16.4 Garnishments, seizure in the hands of third persons, unsatisfied judgments or directions to pay For each garnishment, seizure in the hands of third persons, unsatisfied judgment or direction to pay regarding your indebtedness or the indebtedness of an entity incurred at the time you were a partner, director, officer or major shareholder, indicate below (1) the amount that was owing at the time the garnishment, seizure in the hands of third persons, judgment or direction to pay was rendered, (2) the person or entity to whom the amount is, or was, owing, (3) any relevant dates (for example, when payments are due or when final payment was made), (4) why the indebtedness has not been met or satisfied, (5) the percentage of earnings to be garnished or seized in the hands of third persons or the amount to be paid, (6) any amounts currently owing, and (7) any details of the garnishment, seizure in the hands of third persons, unsatisfied judgment or direction to pay relevant to the determination of your suitability for registration or whether your registration is otherwise objectionable. __________________________________________________________________________ Schedule N Ownership of securities and derivatives firms (Item 17) Name of firm (whose business is trading in or advising on securities or derivatives, or both): _______________________________________________________________________________ What is your relationship to the firm? Partner Major shareholder What is the period of this relationship? From: To: (if applicable) __________________ __________________ (YYYY/MM) (YYYY/MM) Provide the following information: (a) State the number, value, class and percentage of securities, or the amount of partnership interest you own or propose to acquire when you are registered or approved as a result of the review of this form. If acquiring shares when you are so approved or registered, state the source (for example, treasury shares, or if upon transfer, state name of transferor). ___________________________________________________________________________ (b) State the market value (approximate, if necessary) of any subordinated debentures or bonds of the firm to be held by you or any other subordinated loan to be made by you to the firm: ___________________________________________________________________________ 1012 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) If another person or entity has provided you with funds to invest in the firm, provide the name of the person or entity and state the relationship between you and that person or entity: __________________________________________________________________________ (d) Is the payment of the funds to be invested (or proposed to be invested) guaranteed directly or indirectly by any person or entity? Yes No If “Yes”, provide the name of the person or entity and state the relationship between you and that person or entity: __________________________________________________________________________ (e) Have you directly or indirectly given up any rights relating to these securities or this partnership interest, or do you, when you are registered or approved as a result of the review of this form, intend to give up any of these rights (including by hypothecation, pledging or depositing as collateral the securities or partnership interest with any entity or person)? Yes No If “Yes”, provide the name of the person or entity, state the relationship between you and that person or entity and describe the rights that have been or will be given up: ___________________________________________________________________________ (f) Is a person other than you the beneficial owner of the shares, bonds, debentures, partnership units or notes held by you? Yes No If “Yes”, complete (g), (h) and (i). (g) Name of beneficial owner: _______________________________________________________________________________ Last name First name Second name Third name (“N/A”) (“N/A”) (h) Residential address: _______________________________________________________________________________ (number, street, city, province, territory or state, country, postal code) (i) Occupation: _______________________________________________________________________________ 1013 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Schedule O Contact information for notice and consent for collection and use of personal information Alberta Nunavut Alberta Securities Commission Government of Nunavut Suite 600, 250-5th St. SW Department of Justice Calgary, AB T2P 0R4 P.O. Box 1000 Station 570 Attention: Information Officer Iqaluit, NU X0A 0H0 Telephone: (403) 297-6454 Attention: Superintendent of Securities Telephone: (867) 975-6590 British Columbia Ontario British Columbia Securities Ontario Securities Commission Commission 22nd Floor P.O.

Box 10142, Pacific Centre 20 Queen Street West 701 West Georgia Street Toronto, ON M5H 3S8 Vancouver, BC V7Y 1L2 Attention: Compliance and Registrant Attention: Registration staff Regulation Telephone: (604) 899-6500 or Telephone: (416) 593-8314 (800) 373-6393 (in Canada) e-mail: registration@osc.gov.on.ca E-mail: Registration@bcsc.bc.ca Manitoba Prince Edward Island The Manitoba Securities Commission Securities Office 500 - 400 St. Mary Avenue Department of Community Affairs and Winnipeg, MB R3C 4K5 Attorney General Attention: Director of Registrations P.O. Box 2000 Telephone: (204) 945-2548 Charlottetown, PE C1A 7N8 Fax (204) 945-0330 Attention: Superintendent of Securities Telephone: (902) 368-6288 New Brunswick Québec Financial and Consumer Services Autorité des marchés financiers Commission of New Brunswick / 800, square Victoria, 22e étage Commission des services financiers et C.P. 246, tour de la Bourse des services aux consommateurs du Montréal (Québec) H4Z 1G3 Nouveau-Brunswick Attention: Responsable de l’accès à Suite 300, 85 Charlotte Street l’information Saint John, NB E2L 2J2 Telephone: (514) 395-0337 or (877) Attention: Registration 525-0337 Telephone: (506) 658-3060 Newfoundland and Labrador Saskatchewan Superintendent of Securities, Service Financial and Consumer Affairs NL Authority of Saskatchewan Government of Newfoundland and Suite 601, 1919 Saskatchewan Drive Labrador Regina, SK S4P 4H2 P.O. Box 8700 Attention: Director, Capital Markets 2nd Floor, West Block Telephone: (306) 787-5871 Confederation Building E-mail: registrationfcaa@gov.sk.ca St. John’s, NL A1B 4J6 Attention: Manager of Registrations Telephone: (709) 729-5661 1014 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Nova Scotia Yukon Nova Scotia Securities Commission Government of Yukon Suite 400, 5251 Duke Street Office of the Yukon Halifax, NS B3J 1P3 Superintendent of Securities Attention: Registration Department of Community Services Telephone: (902) 424-7768 P.O. Box 2703 C-6 Whitehorse, YT Y1A 2C6 Attention: Superintendent of Securities Telephone: (867) 667-5466 Northwest Territories Self-regulatory organization Government of the Northwest Investment Industry Regulatory Territories Organization of Canada Department of Justice 121 King Street West, Suite 2000 1st Floor Stuart M. Hodgson Building Toronto, Ontario M5H 3T9 5009 - 49th Street Attention: Privacy Officer Yellowknife, NWT X1A 2L9 Telephone: (416) 364-6133 Attention: Superintendent of Securities E-mail: PrivacyOfficer@iiroc.ca Telephone: (867) 920-8984 1015 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 33-109F5 CHANGE OF REGISTRATION INFORMATION [Sections 3.1 and 4.1] WARNING – It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority. CERTIFICATION 1. Form 33-109F4: Use the following certification when making changes to Form 33-109F4 Individual I, the individual, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where I am submitting this form and to any applicable self-regulatory organization (SRO) that • I have read this form, • I have read Form 33-109F4 and understand all matters within this form, including its questions and, for greater certainty, if the business location is a residence, the notice in Item 9, • I have discussed Form 33-109F4 with a branch manager, supervisor, officer or partner of my sponsoring firm and that to the best of my knowledge, the branch manager, supervisor, officer or partner is satisfied that I understand all matters within Form 33-109F4, including the questions, • to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete, including information required to be disclosed by Form 33-109F4 that I am not changing with this form, and • if applicable, I will limit my activities to those allowed by my category of registration and any SRO approval. I consent to and authorize the collection, directly and indirectly, of personal information by each regulator, securities regulatory authority and SRO and to the use of my personal information as set out in Item 3. Firm I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable SRO that • the individual identified in this form will be engaged by the sponsoring firm as a registered individual or a permitted individual, and • I have, or a branch manager, supervisor, officer or partner has, discussed Form 33-109F4 with the individual. To the best of my knowledge, the individual understands all matters within Form 33-109F4, including the questions. NRD format: I, the authorized firm representative, am making this submission under authority delegated by the firm and the individual identified in this form. By checking this box, I certify that (a) the firm provided me with all of the information on this form and makes the firm certification above, 1016 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) the individual provided the firm with all of the information on this form and makes the individual certification above, and (c) the individual provided the above consent and authorization for the collection and use of the individual’s personal information. Non-NRD format: Individual By signing below, I, the individual, make the above individual certification and provide my consent and authorization for the collection, directly and indirectly, and use of my personal information. Signature of individual ____________________________________________________ Date signed _______________________________________________________________ (YYYY/MM/DD) Firm By signing below, I, on behalf of the firm, make the firm certification above. Name of firm __________________________________________________________ Name of authorized signing officer or partner ____________________________ Title of authorized signing officer or partner _____________________________ Signature of authorized signing officer or partner ________________________ Date signed ___________________________________________________________ (YYYY/MM/DD) 2. Form 33-109F6: Use the following certification when making changes to Form 33-109F6 By signing below, I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable SRO that • I have read this form and understand all matters within this form, including the questions, and to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete. Name of firm __________________________________________________________ Name of authorized signing officer or partner ____________________________ Title of authorized signing officer or partner _____________________________ Signature of authorized signing officer or partner ________________________ Date signed ___________________________________________________________ (YYYY/MM/DD) 1017 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 GENERAL INSTRUCTIONS Complete and submit this form to notify the relevant regulator(s) or, in Québec, the securities regulatory authority, or self-regulatory organization (SRO) of changes to information in the following forms:  Form 33-109F6, except for the changes set out in section 3.1 of National Instrument 33-109; or  Form 33-109F4. How to submit this form To report changes to information in a Form 33-109F4, submit this form at the National Registration Database website in NRD format at www.nrd.ca. Submit this form in a format other than NRD format to report changes to information in a: (a) Form 33-109F6; or (b) Form 33-109F4, if the individual is relying on the temporary hardship exemption in section 5.1 of National Instrument 31-102 National Registration Database. Name of firm __________________________________________________________________ Registration categories _________________________________________________________ NRD number (firm) ____________________________________________________________ Item 1 Type of form Check the form that is being updated: Form 33-109F6 If submitting changes to Form 33-109F6, please attach a blackline of the amended sections of the form. Form 33-109F4 Name of individual _____________________________________ Item 2 Details of change Provide the item number and details for each change to the form selected above: Item number _______________ Details _________________________________________ Effective date of change ____________________ (YYYY/MM/DD) Item 3 Notice and consent for collection and use of personal information 1. Notice of collection and use of personal information Your personal information is collected by, or on behalf of, each securities regulatory authority and SRO set out in Schedule A. Any of the securities regulatory authorities or SROs set out in Schedule A may contact governmental or regulatory authorities, private bodies or agencies, individuals, corporations, employers, and other organizations, in Canada and in other countries, for information about you. This personal information is being collected under the authority of the applicable securities legislation, derivatives legislation (including commodity futures legislation) or both of the securities regulatory authorities and under the SRO rules of an SRO set out in Schedule A. The collection, use and disclosure are done in accordance with applicable freedom of information and privacy legislation. 1018 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) The principal purpose of this collection by the securities regulatory authorities is to administer, enforce, carry out their duties or exercise their powers under their respective securities legislation, derivatives legislation (including commodity futures legislation) or both, and by the SROs to administer and enforce the rules of the SROs. The information submitted by you in this form with your consent, or collected indirectly with your authorization, may be collected • at any time during your registration or while you are a permitted individual, or • at the time the regulator or, in Québec, the securities regulatory authority, or the SRO is informed by your sponsoring firm that you no longer have authority to act on behalf of the sponsoring firm or are not a permitted individual of the sponsoring firm. If you have any questions about the collection, use and disclosure of this information, contact the securities regulatory authority or SRO in any jurisdiction in which the required information is submitted. See Schedule A for details. Certain information, such as your name(s) (including aliases, trade names or some past names), your sponsoring firm, and other relevant registration information, will be listed in a publicly available registry of registered individuals and, if applicable, on the Disciplined List. Certain securities regulatory authorities may provide to or receive from certain entities information under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs. This consent and notice does not limit the authority, powers, obligations or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction. 2. Consent to collect and use personal information By submitting this form, you consent to and authorize the collection, directly and indirectly, of personal information by each securities regulatory authority and SRO and to the use of your personal information as set out above. The personal information that each securities regulatory authority or SRO collects includes the following: • the personal information provided in this form; • the personal information provided by your sponsoring firm; • registration or financial services licensing information; • law enforcement records, including police records; • credit records; • bankruptcy or other insolvency records; • employment records and information received from an employer; • records and information received from entities you had or have an independent contractor or agency relationship with; • personal information available online; • records from governmental or regulatory authorities, SROs or professional bodies; • records of, and used in, court proceedings, including probation records. Item 4 Repealed. 13 May 2022 SR 33/2022 s3. Item 5 Repealed. 13 May 2022 SR 33/2022 s3. 1019 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Schedule A Contact information for notice and consent for collection and use of personal information Alberta Nunavut Alberta Securities Commission Government of Nunavut Suite 600, 250-5th St. SW Department of Justice Calgary, AB T2P 0R4 P.O. Box 1000 Station 570 Attention: Information Officer Iqaluit, NU X0A 0H0 Telephone: (403) 297-6454 Attention: Superintendent of Securities Telephone: (867) 975-6590 British Columbia Ontario British Columbia Securities Ontario Securities Commission Commission 22nd Floor P.O. Box 10142, Pacific Centre 20 Queen Street West 701 West Georgia Street Toronto, ON M5H 3S8 Vancouver, BC V7Y 1L2 Attention: Compliance and Registrant Attention: Registration staff Regulation Telephone: (604) 899-6500 or Telephone: (416) 593-8314 (800) 373-6393 (in Canada) e-mail: registration@osc.gov.on.ca E-mail: Registration@bcsc.bc.ca Manitoba Prince Edward Island The Manitoba Securities Commission Securities Office 500 - 400 St. Mary Avenue Department of Community Affairs and Winnipeg, MB R3C 4K5 Attorney General Attention: Director of Registrations P.O. Box 2000 Telephone: (204) 945-2548 Charlottetown, PE C1A 7N8 Fax (204) 945-0330 Attention: Superintendent of Securities Telephone: (902) 368-6288 New Brunswick Québec Financial and Consumer Services Autorité des marchés financiers Commission of New Brunswick / 800, square Victoria, 22e étage Commission des services financiers et C.P. 246, tour de la Bourse des services aux consommateurs du Montréal (Québec) H4Z 1G3 Nouveau-Brunswick Attention: Responsable de l’accès à Suite 300, 85 Charlotte Street l’information Saint John, NB E2L 2J2 Telephone: (514) 395-0337 or (877) Attention: Registration 525-0337 Telephone: (506) 658-3060 Newfoundland and Labrador Saskatchewan Superintendent of Securities, Financial and Consumer Affairs Service NL Authority of Saskatchewan Government of Newfoundland and Suite 601, 1919 Saskatchewan Drive Labrador Regina, SK S4P 4H2 P.O. Box 8700 Attention: Director, Capital Markets 2nd Floor, West Block Telephone: (306) 787-5871 Confederation Building E-mail: registrationfcaa@gov.sk.ca St. John’s, NL A1B 4J6 Attention: Manager of Registrations Telephone: (709) 729-5661 1020 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Nova Scotia Yukon Nova Scotia Securities Commission Government of Yukon Suite 400, 5251 Duke Street Office of the Yukon Halifax, NS B3J 1P3 Superintendent of Securities Attention: Registration Department of Community Services Telephone: (902) 424-7768 P.O. Box 2703 C-6 Whitehorse, YT Y1A 2C6 Attention: Superintendent of Securities Telephone: (867) 667-5466 Northwest Territories Self-regulatory organization Government of the Northwest Investment Industry Regulatory Territories Organization of Canada Department of Justice 121 King Street West, Suite 2000 1st Floor Stuart M. Hodgson Building Toronto, Ontario M5H 3T9 5009 - 49th Street Attention: Privacy Officer Yellowknife, NWT X1A 2L9 Telephone: (416) 364-6133 Attention: Superintendent of E-mail: PrivacyOfficer@iiroc.ca Securities Telephone: (867) 920-8984 1021 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 33-109F6 Firm Registration Who should complete this form? This form is for firms seeking registration under securities legislation, derivatives legislation or both. Complete and submit this form to seek initial registration as a dealer, adviser or investment fund manager, or to add one or more jurisdiction of Canada or categories to a firm’s registration. Definitions In this form: Chief compliance officer – see section 2.1 of NI 31-103. Derivatives - financial instruments, such as futures contracts (including exchange traded contracts), futures options and swaps whose market price, value or payment obligations are derived from or based on one or more underlying interests. Derivatives can be in the form of instruments, agreements or securities. Firm - the person or company seeking registration. Foreign jurisdiction - see National Instrument 14-101 Definitions. Form - Form 33-109F6 Firm registration. Jurisdiction or jurisdiction of Canada- see National Instrument 14-101 Definitions. NI 31-103 - National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. NI 33-109 - National Instrument 33-109 Registration Information. NI 52-107 - National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards NRD - National Registration Database. For more information, visit www.nrd-info.ca. Parent - a person or company that directly or indirectly has significant control of another person or company. Permitted individual - see NI 33-109. Predecessor - any entity listed in question 3.6 of this form. Principal regulator - see NI 33-109. Significant control - a person or company has significant control of another person or company if the person or company: • directly or indirectly holds voting securities representing more than 20 per cent of the outstanding voting rights attached to all outstanding voting securities of the other person or company; or • directly or indirectly is able to elect or appoint a majority of the directors (or individuals performing similar functions or occupying similar positions) of the other person or company. 1022 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Specified affiliate - a person or company that is a parent of the firm, a specified subsidiary of the firm, or a specified subsidiary of the firm’s parent. Specified subsidiary - a person or company of which another person or company has significant control. SRO - see National Instrument 14-101 Definitions. Ultimate designated person - see section 2.1 of NI 31-103. You - the individual who completes, submits, files and/or signs the form on behalf of the firm. We and the regulator - the securities regulatory authority or regulator in the jurisdiction(s) of Canada where the firm is seeking registration. Contents of the form This form consists of the following: Collection and use of personal information Certification Part 1 – Registration details Part 2 – Contact information Part 3 – Business history and structure Part 4 – Registration history Part 5 – Financial condition Part 6 – Client relationships Part 7 – Regulatory action Part 8 – Legal action Part 9 – [repealed] Schedule A – Contact information for consent and notice of collection and use of personal information Schedule B – Submission to jurisdiction and appointment of agent for service Schedule C – Form 31-103F1 Calculation of excess working capital You are also required to submit the following supporting documents with your completed form: 1. Schedule B - Submission to jurisdiction and appointment of agent for service for each jurisdiction where the firm is seeking registration (question 2.4) 2. Business plan, policies and procedures manual, and client agreements (except in Ontario) (question 3.3) 3. Constating documents (question 3.7) 4. Organization chart (question 3.11) 5. Ownership chart (question 3.12) 6. Calculation of excess working capital (question 5.1) 1023 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 7. Directors’ resolution approving insurance (question 5.7) 8. Audited financial statements (question 5.13) 9. Letter of direction to auditors (question 5.14) The firm is required to pay a registration fee in each jurisdiction of Canada where it is submitting and filing this form. Refer to the prescribed fees of the applicable jurisdiction for details. How to complete and submit the form All dollar values are in Canadian dollars. If a question does not apply to the firm, write “n/a” in the space for the answer. If the firm is seeking registration in more than one jurisdiction of Canada or category, other than in the category of restricted dealer, you only need to complete and submit one form. If the firm is seeking registration as a restricted dealer, submit and file the form with each jurisdiction of Canada where the firm is seeking that registration. You can complete this form: • on paper and deliver it to the principal regulator or relevant SRO • on paper, scan it and e-mail it to the principal regulator or SRO If the firm is seeking registration in Ontario, and Ontario is not the firm’s principal regulator, you must also file a copy of this form, without supporting documents, with the Ontario Securities Commission. You can find contact information for submitting and filing the form in Appendix B of Companion Policy 33-109CP Registration Information. We may accept the form in other formats. Please check with the regulator before you complete, submit and file the form. If you are completing the form on paper and need more space to answer a question, use a separate sheet of paper and attach it to this form. Clearly identify the question number. In most of this form, answers are required to questions that apply only to Canadian provinces and territories; you will find that the questions are referenced to “jurisdictions” or “jurisdiction of Canada”. These refer to all provinces and territories of Canada. However, the questions in Part 4 - Registration History and Part 7 - Regulatory Action are to be answered in respect of any jurisdiction in the world. It is an offence to knowingly give false or misleading information to the regulator or securities regulatory authority. See Part 3 of NI 33-109. Updating the information on the form The firm is required to notify the regulator, within specified times, of any changes to the information on this form by submitting and filing Form 33-109F5 Change of Registration Information. Collection and use of personal information In obtaining information about the firm, each securities regulatory authority and SRO set out in Appendix A may receive and collect personal information about individuals, if any, associated with the firm and its directors, officers, partners, employees, contractors and agents. 1024 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) This may include the collection of • the personal information provided in this form, • registration or financial services licensing information, • personal information available online, • records from governmental or regulatory authorities, SROs or professional bodies, or • records of, and used in, court proceedings, including probation records. Any of the securities regulatory authorities or SROs set out in Schedule A may contact governmental or regulatory authorities, private bodies or agencies, individuals, corporations, employers, and other organizations, in Canada and in other countries, for information about the individual. This personal information is being collected under the authority of the applicable securities legislation, derivatives legislation (including commodity futures legislation), or both of the securities regulatory authorities and under the SRO rules of an SRO set out in Schedule A. The collection, use and disclosure are done in accordance with applicable freedom of information and privacy legislation. The principal purpose of this collection by the securities regulatory authorities is to administer, enforce, carry out their duties or exercise their powers under their respective securities legislation, derivatives legislation (including commodity futures legislation) or both, and for the SROs to administer and enforce the rules of the SROs. The information may be collected • at the time of the firm’s application, • at any time during the firm’s registration, or • at the time the regulator or, in Québec, the securities regulatory authority, or the SRO is informed by the firm that it is surrendering its registration. If you or anyone referred to in this form has any questions about the collection, use, and disclosure of this information, you or they can contact the regulator or, in Québec, the securities regulatory authority, or SRO in any jurisdiction in which the required information is submitted. See Schedule A for details. Certain registration information about the firm and its registered individuals will be listed in a publicly available registry, including names used by the firm, the address of the firm’s head office, whether the firm is on the Disciplined List, the jurisdictions and categories in which the firm is registered, and whether any terms and conditions have been imposed on the firm’s registration, and the firm’s registered individuals. Certain securities regulatory authorities may provide to or receive from certain entities information under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs. This consent and notice does not limit the authority, powers, obligations, or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction. WARNING: It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority. 1025 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 CERTIFICATION By signing this form, I, on behalf of the firm, 1. certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable self-regulatory organization (SRO) that • I have read this form, • the firm has submitted and filed all information required to be submitted and filed under securities legislation and/or derivatives legislation in the principal jurisdiction of Canada where the firm is seeking registration, and • to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete, 2. authorize the principal regulator to give each non-principal regulator and, where applicable, SRO access to any information the firm has submitted or filed with the principal regulator under securities legislation or derivatives legislation or both in relation to the firm’s registration in that jurisdiction, 3. acknowledge that the regulator or, in Québec, the securities regulatory authority, and SRO may collect and provide personal information about the individuals referred to in this form under the heading Collection and Use of Personal Information, and 4. confirm that the individuals referred to in this form have been notified that the individuals’ personal information is disclosed on this form, the legal reason for doing so, how it will be used and who to contact for more information. Name of firm ______________________________________________________________ Name of authorized signing officer or partner ________________________________ Title of authorized signing officer or partner _________________________________ Signature of authorized signing officer or partner _____________________________ Date signed____________________________________________ (YYYY/MM/DD) 1026 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 1 REGISTRATION DETAILS 1.1 Firm’s full legal name Provide the full legal name of the firm as it appears on the firm’s constating documents required under question 3.7. If the firm is a sole proprietorship, provide your first, last and any middle names. If the firm’s legal name is in English and French, provide both versions. 1.2 Firm’s NRD number For more information, visit www.nrd-info.ca. 1.3 Why are you submitting this form? Complete: To seek initial The entire form registration as a firm in one or more jurisdictions of Canada To add one or more Questions 1.1, 1.2, 1.4, 1.5, 2.4, 3.9, jurisdictions of 5.4, 5.6*, and Part 9 Canada to the firm’s registration To add one or more Questions 1.1, 1.2, 1.4, 1.5, 3.1, 5.1, categories to the 5.4, 5.5, 5.6*, 5.7, 5.8, Part 6 and firm’s registration Part 9 * If the firm is adding Québec as a jurisdiction for registration in the category of mutual fund dealer or scholarship plan dealer, complete question 5.6 1.4 In what category and jurisdiction is the firm seeking registration? Check all that apply. (a) Categories under securities legislation Abbreviations Alberta (AB) British Columbia (BC) Manitoba (MB) New Brunswick (NB) Newfoundland and Labrador (NL) Northwest Territories (NT) Nova Scotia (NS) Nunavut (NU) Ontario (ON) Prince Edward Island (PE) Québec (QC) Saskatchewan (SK) Yukon (YT) 1027 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Category AB BC MB NB NL NS NT NU ON PE QC SK YT Investment dealer Mutual fund dealer Scholarship plan dealer Exempt market dealer Restricted dealer Investmentfund manager Portfolio manager Restricted portfolio manager (b) Categories under derivatives legislation (Manitoba and Ontario only) Category Manitoba Dealer (merchant) Dealer (futures commission merchant) Dealer (floor broker) Local Adviser Ontario Commodity trading adviser Commodity trading counsel Commodity trading manager Futures commission merchant (c) Investment dealers and portfolio managers (Québec only) If the firm is seeking registration in Québec as an investment dealer or a portfolio manager, will the firm also act as a: Derivatives dealer Yes No Derivates portfolio manager Yes No 1.5 Exemptions Is the firm applying for any exemptions under securities or derivatives legislation? Yes No If yes, provide the following information for each exemption: Type of exemption Legislation Jurisdiction(s) where the firm has applied for the exemption AB BC MB NB NL NS NT NU ON PE QC SK YT 1028 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 2 - CONTACT INFORMATION Addresses A post office box on its own is not acceptable for a head office address. 2.1 Head office address Address line 1 Address line 2 City Province/territory/state Country Postal/zip code Telephone number Fax number Website If the firm’s head office is in Canada, go to question 2.3. If the firm’s head office is not in Canada, go to question 2.2. 2.2 Firms whose head office is not in Canada (a) Does the firm have any business location addresses in Canada? Yes No If yes, provide the firm’s primary Canadian business location address: Address line 1 Address line 2 City Province/territory/state Postal code The securities regulatory authority in this jurisdiction of Canada is the firm’s principal regulator in Canada. (b) If a firm is not registered in a jurisdiction of Canada, indicate the jurisdiction of Canada in which the firm expects to conduct most of its activities that require registration as at the end of its current financial year or conducted most of its activities that require registration as at the end of its most recently completed financial year. AB BC MB NB NL NS NT NU ON PE QC SK YT 2.3 Mailing address A post office box is acceptable for a mailing address Same as the head office address Address line 1 Address line 2 City Province/territory/state Country Postal/zip code 1029 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 If the firm does not have an office in a jurisdiction of Canada where it is seeking registration, it must appoint an agent for service in that jurisdiction of Canada. 2.4 Address for service and agent for service Attach an executed Schedule B Submission to jurisdiction and appointment of agent for service for each jurisdiction of Canada where the firm is seeking registration and does not have an office. Contact names 2.5 Ultimate designated person A registered Legal name firm must Officer title have an Telephone Number individual registered E-mail address in the NRD number, if available category of Address ultimate designated Same as firm head office address person. Address line 1 Address line 2 City Province/territory/state Country Postal/zip code 2.6 Chief compliance officer Same as ultimate designated person Legal name Officer title Telephone Number E-mail address NRD number, if available Address Same as firm head office address Address line 1 Address line 2 City Province/territory/state Country Postal/zip code 1030 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 3 BUSINESS HISTORY AND STRUCTURE Business activities 3.1 The firm’s business Provide a description of the firm’s proposed business, including its primary business activities, target market, and the products and services it will provide to clients. 3.2 Other names In addition to the firm’s legal name in question 1.1, does the firm use any other names, such as a trade name? Yes No If yes, list all other names and indicate if each name has been registered: 3.3 Business documents Does the firm have the following documents to support its business activities? Yes No (a) Business plan for at least the next three years (b) Policies and procedures manual, including account opening procedures and the firm’s policy on fairness in allocation of investment opportunities, if applicable If no, explain why the firm does not have the document: Attach the firm’s business plan, policies and procedures manual and client agreements, including any investment policy statements and investment management agreements, except if the regulator in Ontario is the principal regulator of the firm seeking registration, unless the regulator in Ontario has requested they be provided. History of the firm 3.4 When was the firm created? yyyy/mm/dd 3.5 How was the firm created? New start-up Go to question 3.7. Merger or amalgamation Go to question 3.6. Reorganization Go to question 3.6. Other statutory arrangement Please specify below and go to question 3.6. 1031 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 3.6 Predecessors List the entities that were merged, amalgamated, reorganized or otherwise arranged to create the firm. 3.7 Constating documents Attach the legal documents that established the firm as an entity, for example, the firm’s articles and certificate of incorporation, any articles of amendments, partnership agreement or declaration of trust. If the firm is a sole proprietorship, provide a copy of the registration of trade name. As part of their constating documents, firms whose head office is outside Canada may be required to provide proof of extra-provincial registration. Business structure and ownership 3.8 Type of legal structure Sole proprietorship Partnership Limited partnership Name of general partner_________________________ Corporation Other Please specify __________________________________ This is the firm’s corporate registration number or Québec enterprise number (NEQ). 3.9 Business registration number, if applicable List the firms’s business registration number for each jurisdiction of Canada where the firm is seeking registration. Business registration number Jurisdiction of Canada 1032 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3.10 Permitted individuals List all permitted individuals of the firm. State why the individual is considered a permitted individual (e.g., director, partner, officer, shareholder, or a permitted individual as described in paragraph (c) of the definition of “permitted individual” in section 1.1 of National Instrument 33-109 Registration Information). Name Type of NRD number, if Permitted Individual applicable 3.11 Organization chart Attach an organization chart showing the firm’s reporting structure. Include all permitted individuals, the ultimate designated person and the chief compliance officer. 3.12 Ownership chart Attach a chart showing the firm’s structure and ownership. Include all parents, specified affiliates and specified subsidiaries. Indicate which of the parents, specified affiliates and specified subsidiaries are registered under securities legislation in any jurisdiction of Canada and provide their NRD number. Include the name of the person or company, and class, type, amount and percentage ownership of the firm’s voting securities. PART 4 REGISTRATION HISTORY The questions in Part 4 apply to any jurisdiction and any foreign jurisdiction. 4.1 Securities registration In the last seven years, has the firm, or any predecessors or specified affiliates of the firm been registered or licensed to trade or advise in securities or derivatives? Yes No If yes, provide the following information for each registration: Name of entity Registration category Regulator/organization Date registered or licensed (yyyy/mm/dd) Expiry date, if applicable (yyyy/mm/dd) Jurisdiction 1033 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 4.2 Exemption from securities registration Is the firm currently relying on any exemptions from registration or licensing to trade or advise in securities or derivatives (other than those exemptions with respect to which the firm has already notified the securities regulator or, in Québec, the securities regulatory authority in accordance with the applicable exemption)? Yes No If yes, provide the following information for each exemption: Type of exemption Regulator/organization Date of exemption (yyyy/mm/dd) Jurisdiction 4.3 Membership in an exchange or SRO In the last seven years, has the firm, or any predecessors or specified affiliates of the firm been a member of a securities or derivatives exchange, SRO or similar organization? Yes No If yes, provide the following information for each membership: Name of entity Organization Date of membership (yyyy/mm/dd) Expiry date, if applicable (yyyy/mm/dd) Jurisdiction 4.4 Exemption from membership in an exchange or SRO Is the firm currently relying on any exemptions from membership with a securities or derivatives exchange, SRO or similar organization? Yes No If yes, provide the following information for each exemption: Type of exemption Organization Date of membership (yyyy/mm/dd) Jurisdiction 4.5 Refusal or registration, licensing or membership Has the firm, or any predecessors or specified affiliates of the firm been refused registration, licensing or membership with a financial services regulator, securities or derivatives exchange, SRO or similar organization? Yes No 1034 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) If yes, provide the following information for each refusal: Name of entity Reason for refusal Regulator/organization Date of refusal (yyyy/mm/dd) Jurisdiction Examples of other financial products include financial planning, life insurance and mortgages. 4.6 Registration for other financial products In the last seven years, has the firm, or any predecessors or specified affiliates of the firm been registered or licensed under legislation that requires registration or licensing to sell or advise in a financial product other than securities or derivatives? Yes No If yes, provide the following information for each registration or licence: Name of entity Type of licence or registration Licence number Regulator/organization Date of registration (yyyy/mm/dd) Expiry date, if applicable (yyyy/mm/dd) Jurisdiction PART 5 FINANCIAL CONDITION Capital requirements 5.1 Calculation of excess working capital Attach the firm’s calculation of excess working capital.  Investment dealers must use the capital calculation form required by the Investment Industry Regulatory Organization of Canada (IIROC).  Mutual fund dealers must use the capital calculation form required by the Mutual Fund Dealers Association of Canada (MFDA), except for mutual fund dealers registered in Québec only.  Firms that are not members of either IIROC or the MFDA must use Form 31-103F1 Calculation of Excess Working Capital. See Schedule C. 1035 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 5.2 Sources of capital List all cash, cash equivalents, debt and equity sources of the firm’s capital. Name of person or entity Type of Amount providing the capital Capital ($) See Schedule C Form 31-103F1 Calculation of Excess Working Capital. 5.3 Guarantors In relation to its business, does the firm: Yes No (a) Have any guarantors? (b) Act as a guarantor for any party? If yes, provide the following information for each guarantee: Name of party to the guarantee NRD number, if applicable Relationship to the firm Amount of guarantee ($) Details of the guarantee Bonding and insurance Questions 5.4 to 5.8 apply to the firm’s bonding or insurance coverage or proposed bonding or insurance coverage for securities and derivatives activities only. This in accordance with Part 12, Division 2 of NI 31-103. This information is on the financial institution bond. 5.4 Jurisdiction covered Where does the firm have bonding or insurance coverage? AB BC MB NB NL NS NT NU ON PE QC SK YT If the firm’s bonding or insurance does not cover all jurisdictions of Canada where it is seeking registration, explain why. This information is on the binder of insurance or on the financial institution bond. 1036 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 5.5 Bonding or insurance details Name of insurer Bond or policy number Specific insuring agreements and clauses Coverage for each claim ($) Annual aggregate coverage ($) Total coverage ($) Amount of the deductible ($) Expiry date (yyyy/mm/dd) If the firm’s insurance or proposed insurance is not in the form of a financial institution bond, explain how it provides equivalent coverage to the bond. 5.6 Professional liability insurance (Québec only) This information is required only if the firm is applying for registration in Québec as a mutual fund dealer or as a scholarship plan dealer. If the firm is seeking registration in Québec as a mutual fund dealer or a scholarship plan dealer, provide the following information about the firm’s professional liability insurance: Name of insurer Policy number Specific insuring agreements and clauses Coverage for each claim ($) Annual aggregate coverage ($) Total Coverage ($) Amount of the deductible ($) Renewal date (yyyy/mm/dd) Jurisdictions covered: AB BC MB NB NL NS NT NU ON PE QC SK YT Which insurance policy applies to your representatives? Firm’s policy Individual’s policy Both 5.7 Directors’ resolution approving insurance Attach a directors’ resolution confirming that the firm has sufficient insurance coverage for its securities or derivatives-related activities. 1037 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 5.8 Bonding or insurance claims In the last seven years, has the firm made any claims against a bond or on its insurance? Yes No If yes, provide the following information for each claim: Type of bond or insurance Date of claim (yyyy/mm/dd) Amount ($) Reason for claim Date resolved (yyyy/mm/dd) Result Jurisdiction Solvency 5.9 Bankruptcy In the last seven years, has the firm or any of its specified affiliates declared bankruptcy, made an assignment or proposal in bankruptcy, or been the subject of a petition in bankruptcy, or the equivalent in any jurisdiction? Yes No If yes, provide the following information for each bankruptcy or assignment in bankruptcy: Name of entity Reason for bankruptcy or assignment Date of bankruptcy, assignment or Date discharge granted, if applicable petition (yyyy/mm/dd) (yyyy/mm/dd) Name of trustee Jurisdiction If applicable, attach a copy of any discharge, release or equivalent document. 5.10 Appointment of receiver In the last seven years, has the firm or any of its specified affiliates appointed a receiver or receiver manager, or had one appointed, or the equivalent in any jurisdiction? Yes No If yes, provide the following information for each appointment of receiver: Name of entity Date of appointment (yyyy/mm/dd) Reason for appointment Date appointment ended (yyyy/mm/dd) Reason appointment ended Name of receiver or receiver manager Jurisdiction 1038 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Financial reporting 5.11 Financial year-end (mm/dd) If the firm has not established its financial year-end, explain why. Provide the name of the individual auditing the financial statements and the name of the firm, if applicable. 5.12 Auditor Name of auditor and accounting firm 5.13 Audited financial statements (a) Attach, for your most recently completed year, either: (i) non-consolidated audited financial statements; or (ii) audited financial statements prepared in accordance with section 3.2(3) of NI 52-107. (b) If the audited financial statements attached for item (a) were prepared for a period ending more than 90 days before the date of this application, also attach interim financial information (as set out in section 12.11 of NI 31-103) for a period of not more than 90 days before the date of this application. If the firm is a start-up company, you can attach an audited opening statement of financial position instead.. 5.14 Letter of direction to auditors Attach a letter of direction from the firm authorizing the auditor to conduct any audit or review of the firm that the regulator may request. PART 6 CLIENT RELATIONSHIPS See Part 14, Division 3 of NI 31-103 and Companion Policy 31-103CP. For guidance regarding whether a firm will hold or have access to client assets see section 12.4 of Companion Policy 31-103CP. 6.1 Client assets Will the firm hold or have access to clients assets? Yes No If yes, provide the following information for each financial institution where the trust accounts for client assets are held. Name of financial institution Address line 1 Address line 2 City Province/territory Postal code Telephone number 1039 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 6.2 Conflicts of interest Does the firm have or expect to have any relationships that could reasonably result in any significant conflicts of interest in carrying out its registerable activities in accordance with securities or derivatives legislation? Yes No If yes, complete the following questions: (a) Provide details about each conflict: (b) Does the firm have policies and procedures to identify and respond to its conflicts of interest? Yes No If no, explain why: PART 7 REGULATORY ACTION The questions in Part 7 apply to any jurisdiction and any foreign jurisdiction. The information must be provided in respect of the last 7 years. 7.1 Settlement agreements Has the firm, or any predecessors or specified affiliates of the firm entered into a settlement agreement with any financial services regulator, securities or derivatives exchange, SRO or similar organization? Yes No If yes, provide the following information for each settlement agreement: Name of entity Regulator/organization Date of settlement (yyyy/mm/dd) Details of settlement Jurisdiction 7.2 Disciplinary history Has any financial services regulator, securities or derivatives exchange, SRO or similar organization ever: Yes No (a) Determined that the firm, or any predecessors or specified affiliates of the firm violated any securities regulations or any rules of a securities or derivatives exchange, SRO or similar organization? (b) Determined that the firm, or any predecessors or specified affiliates of the firm made a false statement or omission?

1040 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (c) Issued a warning or requested an undertaking by the firm, or any predecessors or specified affiliates of the firm? (d) Suspended or terminated any registration, licensing or membership of the firm, or any predecessors or specified affiliates of the firm? (e) Imposed terms or conditions on any registration or membership of the firm, or predecessors or specified affiliates of the firm? (f) Conducted a proceeding or investigation involving the firm, or any predecessors or specified affiliates of the firm? (g) Issued an order (other than an exemption order) or a sanction to the firm, or any predecessors or specified affiliates of the firm for securities or derivatives-related activity (e.g. cease trade order)? If yes, provide the following information for each action: Name of entity Type of action Regulation/organization Date of action (yyyy/mm/dd) Reason for action Jurisdiction 7.3 Ongoing investigations Is the firm aware of any ongoing investigation of which the firm or any of its specified affiliates is the subject? Yes No If yes, provide the following information for each investigation: Name of entity Reason or purpose of investigation Regulator/organization Date investigation commenced (yyyy/mm/dd) Jurisdiction PART 8 LEGAL ACTION The firm must disclose offences or legal actions under any statute governing the firm and its business activities in any jurisdiction. The information must be provided in respect of the last 7 years. 8.1 Criminal convictions Has the firm, or any predecessors of specified affiliates of the firm been convicted of any criminal or quasi-criminal offence? Yes No 1041 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 If yes, provide the following information for each conviction: Name of entity Type of offence Case name Case number, if applicable Date of conviction (yyyy/mm/dd) Jurisdiction 8.2 Outstanding criminal charges Is the firm or any of its specified affiliates currently the subject of any outstanding criminal or quasi-criminal charges? Yes No If yes, provide the following information for each charge: Name of entity Type of offence Date of charge (yyyy/mm/dd) Jurisdiction 8.3 Outstanding legal actions Yes No (a) Is the firm currently a defendant or respondent (or the equivalent in any jurisdiction) in any outstanding legal action? (b) Are any of the firm’s specified affiliates currently a defendant or respondent (or the equivalent in any jurisdiction) in any outstanding legal action that involves fraud, theft or securities-related activities, or that could significantly affect the firm’s business? If yes, provide the following information for each legal action: Name of entity Type of legal action Date of legal action (yyyy/mm/dd) Current stage of litigation Remedies requested by plaintiff or appellant Jurisdiction 1042 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 8.4 Judgments Yes No (a) Has any judgment been rendered against the firm or is any judgment outstanding in any civil court for damages or other relief relating to fraud, theft or securities-related activities? (b) Are any of the firm’s specified affiliates currently the subject of any judgments that involve fraud, theft or securities-related activities, or that could significantly affect the firm’s business? If yes, provide the following information for each judgment: Name of entity Type of judgment Date of judgment (yyyy/mm/dd) Current stage of litigation, if applicable Remedies requested by plaintiffs PART 9 Repealed. 13 May 2022 SR 33/2022 s3. Schedule A Contact information for Notice of collection and use of personal information Alberta Nunavut Alberta Securities Commission Government of Nunavut Suite 600, 250-5th St. SW Department of Justice Calgary, AB T2P 0R4 P.O. Box 1000 Station 570 Attention: Information Officer Iqaluit, NU X0A 0H0 Telephone: (403) 297-6454 Attention: Superintendent of Securities Telephone: (867) 975-6590 British Columbia Ontario British Columbia Securities Ontario Securities Commission Commission 22nd Floor P.O. Box 10142, Pacific Centre 20 Queen Street West 701 West Georgia Street Toronto, ON M5H 3S8 Vancouver, BC V7Y 1L2 Attention: Compliance and Registrant Attention: Registration staff Regulation Telephone: (604) 899-6500 or Telephone: (416) 593-8314 (800) 373-6393 (in Canada) e-mail: registration@osc.gov.on.ca E-mail: Registration@bcsc.bc.ca 1043 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Manitoba Prince Edward Island The Manitoba Securities Commission Securities Office 500 - 400 St. Mary Avenue Department of Community Affairs and Winnipeg, MB R3C 4K5 Attorney General Attention: Director of Registrations P.O. Box 2000 Telephone: (204) 945-2548 Charlottetown, PE C1A 7N8 Fax (204) 945-0330 Attention: Superintendent of Securities Telephone: (902) 368-6288 New Brunswick Québec Financial and Consumer Services Autorité des marchés financiers Commission of New Brunswick / 800, square Victoria, 22e étage Commission des services financiers et C.P. 246, tour de la Bourse des services aux consommateurs du Montréal (Québec) H4Z 1G3 Nouveau-Brunswick Attention: Responsable de l’accès à Suite 300, 85 Charlotte Street l’information Saint John, NB E2L 2J2 Telephone: (514) 395-0337 or (877) Attention: Registration 525-0337 Telephone: (506) 658-3060 Newfoundland and Labrador Saskatchewan Superintendent of Securities, Financial and Consumer Affairs Service NL Authority of Saskatchewan Government of Newfoundland and Suite 601, 1919 Saskatchewan Drive Labrador Regina, SK S4P 4H2 P.O. Box 8700 Attention: Director, Capital Markets 2nd Floor, West Block Telephone: (306) 787-5871 Confederation Building E-mail: registrationfcaa@gov.sk.ca St. John’s, NL A1B 4J6 Attention: Manager of Registrations Telephone: (709) 729-5661 Nova Scotia Yukon Nova Scotia Securities Commission Government of Yukon Suite 400, 5251 Duke Street Office of the Yukon Halifax, NS B3J 1P3 Superintendent of Securities Attention: Registration Department of Community Services Telephone: (902) 424-7768 P.O. Box 2703 C-6 Whitehorse, YT Y1A 2C6 Attention: Superintendent of Securities Telephone: (867) 667-5466 Northwest Territories Self-regulatory organization Government of the Northwest Investment Industry Regulatory Territories Organization of Canada Department of Justice 121 King Street West, Suite 2000 1st Floor Stuart M. Hodgson Building Toronto, Ontario M5H 3T9 5009 - 49th Street Attention: Privacy Officer Yellowknife, NWT X1A 2L9 Telephone: (416) 364-6133 Attention: Superintendent of E-mail: PrivacyOfficer@iiroc.ca Securities Telephone: (867) 920-8984 1044 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Schedule B Submission to jurisdiction and appointment of agent for service 1. Name of person or company (the “Firm”): 2. Jurisdiction of incorporation of the person or company: 3. Name of agent for service of process (the “Agent for Service”): 4. Address for service of process on the Agent for Service: Phone number of the Agent for Service: ___________________________________________________________________________ 5. The Firm designates and appoints the Agent for Service at the address stated above as its agent upon whom may be served a notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal or other proceeding (a ‘Proceeding’) arising out of or relating to or concerning the Firm’s activities in the local jurisdiction and irrevocably waives any right to raise as a defense in any such proceeding any alleged lack of jurisdiction to bring such Proceeding. 6. The Firm irrevocably and unconditionally submits to the non-exclusive jurisdiction of the judicial, quasi-judicial and administrative tribunals of the local jurisdiction and any administrative proceeding in the local jurisdiction, in any proceeding arising out of or related to or concerning the Firm’s activities in the local jurisdiction. 7. Until six years after the Firm ceases to be registered, the Firm must file a new executed Submission to jurisdiction and appointment of agent for service in this form (a) no later than the 15th day after the date this Submission to jurisdiction and appointment of agent for service is terminated, and (b) no later than the 15th day after any change in the name or address of the Agent for Service. 8. This Submission to jurisdiction and appointment of agent for service is governed by and construed in accordance with the laws of the local jurisdiction. Dated: ____________________________________ _______________________________________________________________________________ (Signature of the Firm or authorized signatory) _______________________________________________________________________________ (Name and Title of authorized signatory) Acceptance The undersigned accepts the appointment as Agent for Service of (Insert name of the Firm) under the terms and conditions of the foregoing Submission to jurisdiction and appointment of agent for service. Dated: ____________________________________ _______________________________________________________________________________ (Signature of Agent for Service or authorized signatory) _______________________________________________________________________________ (Name and Title of authorized signatory) 1045 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Schedule C FORM 31-103F1 CALCULATION OF EXCESS WORKING CAPITAL Firm Name Capital Calculation (as at with comparative figures as at ) Current Prior Component period period 1. Current assets Less current assets not readily convertible into 2. cash (e.g., prepaid expenses) Adjusted current assets 3. Line 1 minus line 2 = 4. Current liabilities Add 100% of non-current related party debt unless the firm and the lender have executed a subordination agreement in the form set out in Appendix B of National Instrument 31-103 Registration Requirements, Exemptions and 5. Ongoing Registrant Obligations and the firm has delivered a copy of the agreement to the regulator or, in Québec, the securities regulatory authority. See section 12.2 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations Adjusted current liabilities 6. Line 4 plus line 5 = Adjusted working capital 7. Line 3 minus line 6 = 8. Less minimum capital 9. Less market risk Less any deductible under the bonding or insurance policy required under Part 12 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations 10. or, in Québec, for a firm registered only in that jurisdiction and solely in the category of mutual fund dealer, less the deductible under the liability insurance required under section 193 of the Québec Securities Regulation 11. Less Guarantees 12. Less unresolved differences 13. Excess working capital 1046 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Notes: Form 31-103F1 Calculation of Excess Working Capital must be prepared using the accounting principles that you use to prepare your financial statements in accordance with National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards. Section 12.1 of Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations provides further guidance in respect of these accounting principles. Line 5. Related-party debt - Refer to the Handbook for the definition of “related party” for publicly accountable enterprises. The firm is required to deliver a copy of the executed subordination agreement to the regulator or, in Québec, the securities regulatory authority on the earlier of a) 10 days after the date the agreement is executed or b) the date an amount subordinated by the agreement is excluded from its calculation of excess working capital on Form 31-103F1 Calculation of Excess Working Capital. The firm must notify the regulator or, in Québec, the securities regulatory authority, 10 days before it repays the loan (in whole or in part), or terminates the subordination agreement. See section 12.2 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Line 8. Minimum Capital - The amount on this line must be not less than (a) $25,000 for an adviser and (b) $50,000 for a dealer. For an investment fund manager, the amount must be not less than $100,000 unless subsection 12.1(4) of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations applies. Line 9. Market Risk - The amount on this line must be calculated according to the instructions set out in Schedule 1 to Form 31-103F1 Calculation of Excess Working Capital. A schedule supporting the calculation of any amounts included in Line 9 as market risk should be provided to the regulator or, in Québec, the securities regulatory authority in conjunction with the submission of Form 31-103F1 Calculation of Excess Working Capital. Line 11. Guarantees - If the registered firm is guaranteeing the liability of another party, the total amount of the guarantee must be included in the capital calculation. If the amount of a guarantee is included in the firm’s statement of financial position as a current liability and is reflected in line 4, do not include the amount of the guarantee on line 11. Line 12. Unresolved differences - Any unresolved differences that could result in a loss from either firm or client assets must be included in the capital calculation. The examples below provide guidance as to how to calculate unresolved differences: (i) If there is an unresolved difference relating to client securities, the amount to be reported on Line 12 will be equal to the fair value of the client securities that are short, plus the applicable margin rate for those securities. (ii) If there is an unresolved difference relating to the registrant’s investments, the amount to be reported on Line 12 will be equal to the fair value of the investments (securities) that are short. (iii) If there is an unresolved difference relating to cash, the amount to be reported on Line 12 will be equal to the amount of the shortfall in cash. Please refer to section 12.1 of Companion Policy 31-103CP Registration Requirements, Exemptions and Ongoing Registrant Obligations for further guidance on how to prepare and file Form 31-103F1 Calculation of Excess Working Capital. 1047 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Management Certification Registered Firm Name:_____________________________________________________ We have examined the attached capital calculation and certify that the firm is in compliance with the capital requirements as at_________________________________. Name and Title Signature Date 1._______________________ _________________________ _________________________ _________________________ 2._______________________ _________________________ _________________________ _________________________ Schedule 1 of Form 31-103F1 Calculation of Excess Working Capital (calculating line 9 [market risk]) For purposes of completing this form: (1) “Fair value” means the value of a security determined in accordance with Canadian GAAP applicable to publicly accountable enterprises. (2) For each security whose value is included in line 1, Current Assets, multiply the fair value of the security by the margin rate for that security set out below. Add up the resulting amounts for all of the securities you hold. The total is the “market risk” to be entered on line 9. (a) Bonds, Debentures, Treasury Bills and Notes (i) Bonds, debentures, treasury bills and other securities of or guaranteed by the Government of Canada, of the United Kingdom, of the United States of America or of any other national foreign government (provided those foreign government securities have a current credit rating described in subparagraph (i.1)) maturing (or called for redemption): within 1 year: 1% of fair value multiplied by the fraction determined by dividing the number of days to maturing by 365 over 1 year to 3 years: 1% of fair value over 3 years to 7 years: 2% of fair value over 7 years to 11 years: 4% of fair value over 11 years: 4% of fair value 1048 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (i.1) 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 the same as one of the following corresponding rating categories or that is the same as a category that replaces one of the following corresponding rating categories: Designated Rating Long Short Organization Term Debt Term Debt DBRS Limited AAA R-1(high) Fitch Ratings, Inc. AAA F1+ Moody’s Canada Inc. Aaa Prime-1 S&P Global Ratings Canada AAA A-1+ (ii) Bonds, debentures, treasury bills and other securities of or guaranteed by any jurisdiction of Canada and obligations of the International Bank for Reconstruction and Development, maturing (or called for redemption): within 1 year: 2% of fair value multiplied by the fraction determined by dividing the number of days to maturity by 365 over 1 year to 3 years: 3 % of fair value over 3 years to 7 years: 4% of fair value over 7 years to 11 years: 5% of fair value over 11 years: 5% of fair value (iii) Bonds, debentures or notes (not in default) of or guaranteed by any municipal corporation in Canada or the United Kingdom maturing: within 1 year: 3% of fair value multiplied by the fraction determined by dividing the number of days to maturity by 365 over 1 year to 3 years: 5 % of fair value over 3 years to 7 years: 5% of fair value over 7 years to 11 years: 5% of fair value over 11 years: 5% of fair value (iv) Other non-commercial bonds and debentures (not in default): 10% of fair value (v) Commercial and corporate bonds, debentures and notes (not in default) and non-negotiable and non-transferable trust company and mortgage loan company obligations registered in the registered firm’s name maturing: within 1 year: 3% of fair value over 1 year to 3 years: 6 % of fair value over 3 years to 7 years: 7% of fair value over 7 years to 11 years: 10% of fair value over 11 years: 10% of fair value 1049 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) Bank Paper Deposit certificates, promissory notes or debentures issued by a Canadian chartered bank (and of Canadian chartered bank acceptances) maturing: within 1 year: 2% of fair value multiplied by the fraction determined by dividing the number of days to maturity by 365 over 1 year: apply rates for commercial and corporate bonds, debentures and notes (c) Acceptable foreign bank paper Deposit certificates, promissory notes or debentures issued by a foreign bank, readily negotiable and transferable and maturing: within 1 year: 2% of fair value multiplied by the fraction determined by dividing the number of days to maturity by 365 over 1 year: apply rates for commercial and corporate bonds, debentures and notes “Acceptable Foreign Bank Paper” consists of deposit certificates or promissory notes issued by a bank other than a Canadian chartered bank with a net worth (i.e., capital plus reserves) of not less than $200,000,000. (d) Mutual Funds Securities of mutual funds qualified by prospectus for sale in any jurisdiction of Canada: (i) 5% of the net asset value per security as determined in accordance with National Instrument 81-106 Investment Fund Continuous Disclosure, where the fund is a money market mutual fund as defined in National Instrument 81-102 Investment Funds; or (ii) the margin rate determined on the same basis as for listed stocks multiplied by the net asset value per security of the fund as determined in accordance with National Instrument 81-106 Investment Fund Continuous Disclosure. Securities of mutual funds qualified by prospectus for sale in the United States of America: 5% of the net asset value per security if the fund is registered as an investment company under the Investment Company Act of 1940, as amended from time to time, and complies with Rule 2a-7 thereof. (e) Stocks In this paragraph, “securities” includes rights and warrants and does not include bonds and debentures. (i) On securities including investment fund securities, rights and warrants, listed on any exchange in Canada or the United States of America: Long Positions - Margin Required Securities selling at $2.00 or more - 50% of fair value Securities selling at $1.75 to $1.99 - 60% of fair value Securities selling at $1.50 to $1.74 - 80% of fair value 1050 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Securities selling under $1.50 - 100% of fair value Short Positions - Credit Required Securities selling at $2.00 or more - 150% of fair value Securities selling at $1.50 to $1.99 - $3.00 per share Securities selling at $0.25 to $1.49 - 200% of fair value Securities selling at less than $0.25 - fair value plus $0.25 per share (ii) For positions in securities that are constituent securities on a major broadly- based index of one of the following exchanges, 50% of the fair value: (a) Australian Stock Exchange Limited (b) Bolsa de Madrid (c) Borsa Italiana (d) Copenhagen Stock Exchange (e) Euronext Amsterdam (f) Euronext Brussels (g) Euronext Paris S.A. (h) Frankfurt Stock Exchange (i) London Stock Exchange (j) New Zealand Exchange Limited (k) Stockholm Stock Exchange (l) SIX Swiss Exchange (m) The Stock Exchange of Hong Kong Limited (n) Tokyo Stock Exchange (f) Mortgages (i) For a firm registered in any jurisdiction of Canada except Ontario: (a) Insured mortgages (not in default): 6% of fair value (b) Mortgages which are not insured (not in default): 12% of fair value. (ii) For a firm registered in Ontario: (a) Mortgages insured under the National Housing Act (Canada) (not in default): 6% of fair value (b) Conventional first mortgages (not in default): 12% of fair value. If you are registered in Ontario regardless of whether you are also registered in another jurisdiction of Canada, you will need to apply the margin rates set forth in (ii) above (g) For all other securities - 100% of fair value. 1051 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 33-109F7 REINSTATEMENT OF REGISTERED INDIVIDUALS AND PERMITTED INDIVIDUALS [Sections 2.3 and 2.5(2)] WARNING – It is an offence to knowingly give false or misleading information to the regulator or the securities regulatory authority. CERTIFICATION Individual I, the individual, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where I am submitting this form and to any applicable self-regulatory organization (SRO) that • I have read this form and understand all matters within this form, including the questions and, for greater certainty, if the business location is a residence, the notice in Item 5, • I have discussed this form with a branch manager, supervisor, officer or partner of my sponsoring firm and that to the best of my knowledge, the branch manager, supervisor, officer or partner is satisfied that I understand all matters within this form, including the questions, • to the best of my knowledge and after reasonable inquiry, all of the information provided on this form is true and complete, • if applicable, I will limit my activities to those allowed by my category of registration and any SRO approval, and • the new sponsoring firm understands that if my registration was subject to any terms and conditions that were unsatisfied when I left my former sponsoring firm, those terms and conditions remain in effect and the new sponsoring firm agrees to assume any ongoing obligations that applied to the former sponsoring firm in respect of my registration under those terms and conditions. I consent to and authorize the collection, directly and indirectly, of personal information by each regulator, securities regulatory authority and SRO and to the use of my personal information as set out in Item 10. Firm I, on behalf of the firm, certify to the regulator or, in Québec, the securities regulatory authority in each jurisdiction where the firm is submitting this form and to any applicable SRO that • the individual identified in this form will be engaged by the new sponsoring firm as a registered individual or a permitted individual, • I have, or a branch manager, supervisor, officer or partner has, discussed this form with the individual. To the best of my knowledge, the individual understands all matters within this form, including the questions, and • the new sponsoring firm understands that if the individual’s registration was subject to any undischarged terms and conditions when the individual left the individual’s former sponsoring firm, those terms and conditions remain in effect and agrees to assume any ongoing obligations that apply to the former sponsoring firm in respect of the individual under those terms and conditions. 1052 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) NRD format: I, the authorized firm representative, am making this submission under authority delegated by the firm and the individual identified in this form. By checking this box, I certify that (a) the firm provided me with all of the information on this form and makes the firm certification above, (b) the individual provided the firm with all of the information on this form and makes the individual certification above, and (c) the individual provided the above consent and authorization for the collection and use of the individual’s personal information. Non-NRD format: Individual By signing below, I, the individual, make the above individual certification and provide my consent and authorization for the collection, directly and indirectly, and use of my personal information. Signature of individual ____________________________________________________ Date signed _______________________________________________________________ (YYYY/MM/DD) Firm By signing below, I, on behalf of the firm, make the firm certification above. Name of firm __________________________________________________________ Name of authorized signing officer or partner ____________________________ Title of authorized signing officer or partner _____________________________ Signature of authorized signing officer or partner ________________________ Date signed _______________________________________ (YYYY/MM/DD) GENERAL INSTRUCTIONS Complete and submit this form to the relevant regulator(s) or, in Québec, the securities regulatory authority, or self-regulatory organization (SRO) if • an individual has left a sponsoring firm and is seeking to reinstate the individual’s registration in one or more of the same categories or reinstate the same status of permitted individual as before with a new sponsoring firm, and • the new sponsoring firm is registered in the same category of registration in which the individual’s former sponsoring firm was registered. You only need to complete and submit one form regardless of the number of registration categories or permitted individual statuses you are seeking to be reinstated in. 1053 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 An individual may reinstate the individual’s registration or permitted individual status by submitting this form. This form must not be used unless all of the following apply: 1. this form is submitted on or before the 90th day after the cessation date of the individual’s employment, partnership or agency relationship with the individual’s former sponsoring firm; 2. the information in the individual’s Form 33-109F4 was up-to-date as of the cessation date of the individual’s employment, partnership or agency relationship with the individual’s former sponsoring firm; 3. if this form is submitted on or after June 6, 2023, on the date this form is submitted, the individual’s information in the National Registration Database does not state ‘there is no response to this question’ for any item of the individual’s Form 33-109F4; 4. there have been no changes to the information previously submitted in respect of the following items of the individual’s Form 33-109F4 since the individual left the individual’s former sponsoring firm: • Item 13 (Regulatory disclosure), other than changes to Item 13.3(a); • Item 14 (Criminal disclosure); • Item 15 (Civil disclosure); • Item 16 (Financial disclosure); 5. at the time of cessation with the individual’s former sponsoring firm, there were no allegations against the individual, in Canada or in any foreign jurisdiction, relevant to an assessment of whether the individual is not suitable for registration or the registration is objectionable, including, for greater certainty, an allegation against the individual of any of the following: • a crime; • a contravention of any statute, regulation, or order of a court or regulatory body; • a contravention of any rule or bylaw of an SRO, of a professional body, or of a similar organization; • a failure to meet any standard of conduct of the sponsoring firm or of any professional body. If you do not meet all of the above conditions, then you must apply for reinstatement by completing on NRD a Form 33-109F4 by making the NRD submission entitled “Reactivation of Registration”. Terms In this form, “you”, “your” and “individual” means the individual who is seeking to reinstate their registration. “former sponsoring firm” means the registered firm where you most recently carried out duties as a registered or permitted individual. “major shareholder” and “shareholder” mean a shareholder who, in total, directly or indirectly owns voting securities carrying 10 per cent or more of the votes carried by all outstanding voting securities. 1054 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “new sponsoring firm” means the registered firm where you will begin carrying out duties as a registered or permitted individual when your registration or permitted individual status is reinstated. Several terms used in this form are defined in the Form 33-109F4 Registration of Individuals and Review of Permitted Individuals that you submitted when you first became registered. How to submit this form NRD format Submit this form at the National Registration Database (NRD) website in NRD format at www.nrd.ca. If you have any questions, contact the compliance, registration or legal department of the new sponsoring firm or a legal adviser with securities law experience, or visit the NRD information website at www.nrd-info.ca. Format, other than NRD format If you are relying on the temporary hardship exemption in section 5.1 of National Instrument 31-102 National Registration Database, you may submit this form in a format other than NRD format. If you need more space, use a separate sheet of paper. Clearly identify the Item and question number. Complete and sign the form, and send it to the relevant regulator(s) or, in Québec, the securities regulatory authority, SRO (s) or similar authority. The number of originally signed copies of the form you are required to submit depends on the province or territory, and on the regulator, the securities regulatory authority or SRO. To avoid delays in processing this form, be sure to answer all of the items that apply to you. If you have questions, contact the compliance, registration or legal department of the new sponsoring firm or a legal adviser with securities law experience, or visit the National Registration Database information website at www.nrd-info.ca. Item 1 Name 1. NRD number: _____________________ 2. Legal name _______________________________________________________________________________ Last name First name Second Name (N/A ) Third Name (N/A ) 3. Date of birth (YYYY/MM/DD): 4. Use of other names Are you currently using, or have you ever used, operated under, or carried on business under, a name other than the name(s) mentioned above (for example, trade names for sole proprietorships or team names)? Yes No If “Yes”, complete Schedule A. 1055 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 2 Number of jurisdictions 1. Are you seeking to reinstate your registration or permitted individual status in more than one jurisdiction of Canada? Yes No 2. Check each province or territory in which you are seeking reinstatement of registration or, if you are seeking reinstatement as a permitted individual, check each province or territory where your sponsoring firm is registered: All jurisdictions Alberta British Columbia Manitoba New Brunswick Newfoundland and Labrador Northwest Territories Nova Scotia Nunavut Ontario Prince Edward Island Québec Saskatchewan Yukon Item 3 Individual categories 1. On Schedule B, check each category for which you are seeking to reinstate your registration or permitted individual status. If you are seeking reinstatement of status as a permitted individual, check each category that describes your position with your new sponsoring firm. 2. If you are seeking reinstatement as a representative of a mutual fund dealer or of a scholarship plan dealer in Québec, are you covered by your new sponsoring firm’s professional liability insurance? Yes No If “No”, state: The name of your insurer _______________________________________________________ Your policy number ____________________________________________________________ 1056 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 4 Address and agent for service 1. Address for service You must have one address for service in each province or territory where you are submitting this form. A residential or business address is acceptable. A post office box is not acceptable. Complete Schedule C for each additional address for service you are providing. Address for service: _______________________________________________________________________________ (number, street, city, province or territory, postal code) Telephone number __________________ Fax number, if applicable ________________ Business e-mail address ________________________________________________________ 2. Agent for service If you have appointed an agent for service, provide the following information for the agent in each province or territory where you have an agent for service. The address of your agent for service must be the same as the address for service above. If your agent for service is not an individual, provide the name of your contact person. Name of agent for service: _______________________________________________________________________________ Contact person: _______________________________________________________________________________ Last name, First name Item 5 Location of employment 1. Provide the following information for your new sponsoring firm. If you will be working out of more than one business location, provide the following information for the business location out of which you will be doing most of your business. If you are only filing this form because you are a permitted individual and are not employed by, or acting as agent for, the sponsoring firm, select “N/A”.. Unique Identification Number (optional): _________________________________________ NRD location number: __________________________________________________________ Business location address: ______________________________________________________ (number, street, city, province, territory or state, country, postal code) Telephone number ( ) _________________ Fax number ( ) _________________  N/A 1057 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2. If the new sponsoring firm has a foreign head office, and/or you are not a resident of Canada, provide the address for the business location in which you will be conducting most of your business. If you are only filing this form because you are a permitted individual and are not employed by, or acting as agent for, the sponsoring firm, select “N/A”. Business location address: ______________________________________________________ (number, street, city, province, territory or state, country, postal code) Telephone number ( ) _________________ Fax number ( ) _________________  N/A [The following under #3 ‘Type of business location’, #4 and #5 is for a Format other than NRD format only] 3. Type of business location:  Head office  Branch or business location  Sub-branch (Mutual Fund Dealers Association of Canada members only) 4. Name of supervisor or branch manager: ______________________________________ 5. Check here if the mailing address of the business location is the same as the business location address provided above. Otherwise, complete the following: Mailing address: _______________________________________________________________ (number, street, city, province, territory or state, country, postal code) 6. Notice regarding a business location that is a residence For the administration of securities legislation or derivatives legislation, including commodity futures legislation, or both, the regulator or, in Québec, the securities regulatory authority may require access to the business location to review the books, records and documents of the registered firm. If applicable, the SRO may also require access to the business location for the administration of the rules of the SRO. If the business location specified in this form is a residence, the regulator, securities regulatory authority or SRO may request consent to enter the residence. If consent is not provided, it may affect the ability of the regulator, securities regulatory authority or SRO to access the books, records or documents of a registered firm and to determine whether securities legislation, derivatives legislation (including commodity futures legislation) or the rules of the SRO are being complied with. As a result, the regulator, securities regulatory authority or SRO may take action if it is are unable to access and review the books, records or documents of a registered firm held at the business location. Item 6 Previous employment Provide the following information for your former sponsoring firm. Name: ________________________________________________________________________ Date on which you were no longer authorized to act on behalf of your former sponsoring firm as a registered individual or permitted individual: ____________________________ (YYYY/MM/DD) 1058 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) The reason why you left your former sponsoring firm: _______________________________________________________________________________ Item 7 Reportable activities Name of your new sponsoring firm: ______________________________________________ 1. Activities with your sponsoring firm Instructions: Describe all of your roles and responsibilities with your sponsoring firm, whether these roles and responsibilities are securities‑related or not (e.g., sale of securities, review of marketing materials, IT help desk, negotiation of employment contracts, sales of banking and insurance products and services). Include any other information about your position with your sponsoring firm that is relevant for the regulator or, in Québec, the securities regulatory authority to know (e.g., if your role is specialized). For example, if you are applying as an advising representative limited to client relationship management, indicate this by including the following statement in Schedule D: ‘Individual is seeking registration as CRM AR.’ Complete a Schedule D with respect to your roles and responsibilities with your sponsoring firm. 2. Reportable outside activities Instructions: Consider all of the activities that you participate in outside of your sponsoring firm, whether or not you receive compensation for such activities and whether or not any such activity is business‑related. Activities performed for an affiliated entity are considered activities outside of your sponsoring firm. If any of the categories below describes one or more activities that you participate in, complete a separate Schedule D for each activity or entity. If multiple activities are performed for one entity, complete a single Schedule D identifying all the activities performed. Uncompensated activities that do not fall within Categories 1 to 5 (i.e., generally activities that do not involve securities or financial services and are not a position of influence, such as being a little league soccer coach) are not reportable. Category 1 – Activities with another registered firm Instructions: Report activities with registered firms, other than your sponsoring firm. All activities in this category are reportable, whether or not you receive compensation for such activities. Major shareholder means a shareholder who, in total, directly or indirectly owns voting securities carrying 10 percent or more of the votes carried by all outstanding voting securities. If you are a director, officer, employee, contractor, consultant, agent, or service provider of a registered firm other than your sponsoring firm, or are in any other equivalent position with or for that registered firm, or are a major shareholder or partner of that registered firm, complete a separate Schedule D for the registered firm. Category 2 – Activities with an entity that receives compensation from a registered firm If you are a director, officer, employee, contractor, consultant, or agent of a specified entity, or are in any other equivalent position with or for a specified entity, or are a shareholder or partner of a specified entity, complete a separate Schedule D for the specified entity. 1059 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 For the purposes of this category, ‘specified entity’ means an entity that receives compensation from a registered firm for activities that you provide for your sponsoring firm or another registered firm. Category 3 – Other securities-related activities Instructions: All activities in this category are reportable, whether or not you receive compensation for such activities. Charitable or other fundraising activities that do not involve the issuance of securities or derivatives are not reportable. If you have been at any time in the last 7 years directly involved in raising money for an entity through the issuance of securities or derivatives or promoting the sale of an entity’s securities or derivatives outside of your activities with your sponsoring firm or another registered firm, complete a separate Schedule D for each entity for which you performed these activities. Directors and officers of reporting issuers and of entities that have been at any time in the last 7 years raising money through the issuance of securities or derivatives are considered to be directly involved in raising money for that entity. Category 4 – Provision of financial or finance-related services Instructions: All activities in this category are reportable, whether or not you receive compensation for such activities. For example, volunteer activities pertaining to your securities or financial services knowledge must be reported under this category. Also report if you are the owner or management of an entity that provides these services. Major shareholder means a shareholder who, in total, directly or indirectly owns voting securities carrying 10 percent or more of the votes carried by all outstanding voting securities. Complete a separate Schedule D for each activity, as applicable, if you • sell or negotiate insurance, including being an insurance broker or agent, • provide loan or deposit or other banking products and services, • carry on a money service business, including exchanging one type of currency for another, transferring money from one person to another, or issuing or redeeming money orders, traveller’s cheques or anything similar, • facilitate or administer mortgages, including acting as a mortgage broker, agent or administrator, • prepare tax returns or provide tax advice, • help create programs for persons to meet their long-term financial goals, including providing financial planning (including estate planning) or financial advice, • provide corporate finance services, including services provided in the capacity of a comptroller, treasurer and chief financial officer, • advise persons under financial stress on credit/debt restructuring, • are a pension consultant, • provide advice on mergers and acquisitions, • provide accounting or bookkeeping services, • provide oversight or independent review or expert opinion on the management of an entity’s financial assets, 1060 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) • lend money or accept deposits of money (e.g., alternative financing, non-bank financial institutions), or • provide other financial or finance-related services not identified above. Also complete a separate Schedule D for each activity, as applicable, if you are a director or officer, or are in any other equivalent position with or for, or are a major shareholder or active partner of, an entity that provides one or more of the services in the above list. Category 5 – Positions of influence Instructions: All positions of influence (e.g., medical doctor, leader in a religious organization) are reportable, whether or not you receive compensation for such activities. Guidance: see also section 13.4.3 of National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and the Companion Policy to National Instrument 31‑103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Complete a separate Schedule D for each position of influence that you are in. Item 8 Ownership of securities in new sponsoring firm Are you a partner or major shareholder of your new sponsoring firm? Yes No If “Yes”, complete Schedule E. Item 9 Confirm permanent record 1. Check the appropriate box to indicate that, since leaving your former sponsoring firm, there has been a change to any information previously submitted for the items of your Form 33-109F4 that are listed below. Regulatory disclosure (Item 13), other than changes to Item 13.3(a) Criminal disclosure (Item 14) Civil disclosure (Item 15) Financial disclosure (Item 16) 2. Check the box below – I am eligible to file this Form 33‑109F7 – only if you satisfy all of the following conditions: (a) the information in your Form 33-109F4 was up-to-date when you left your sponsoring firm; (b) there are no changes to any of the disclosure items under Item 9.1 above; (c) if this form is submitted on or after June 6, 2023, on the date this form is submitted, your information in the National Registration Database does not state ‘there is no response to this question’ for any item of Form 33-109F4; (d) at the time of cessation with your former sponsoring firm, there was no allegation against you, in Canada or in any foreign jurisdiction, relevant to an assessment of whether you are not suitable for registration or your registration is objectionable, including, for greater certainty, any allegations against you of • a crime, 1061 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 • a contravention of any statute, or regulation, or order of a court or regulatory body, • a contravention of any rule or bylaw of an SRO, or a professional body, or of a similar organization, or • a failure to meet any standard of conduct of the sponsoring firm or of any professional body.

If you do not meet the above conditions for selecting the box ‘I am eligible to file this Form 33-109F7’, then you must apply for reinstatement by completing on NRD a Form 33-109F4 by making the NRD submission entitled ‘Reactivation of Registration’. If you are submitting a Form 33-109F4 in a format other than NRD format you must complete the entire form. I am eligible to file this Form 33-109F7. Item 10 Submission to jurisdiction and notice and consent for collection and Item 10 use of personal information 1. Submission to jurisdiction By submitting this form, you agree to be subject to the securities legislation or derivatives legislation (including commodity futures legislation) or both of each jurisdiction of Canada, and to the bylaws, regulations, rules, rulings and policies (collectively referred to as ‘rules’ in this form) of the SROs to which you have submitted this form. This includes the jurisdiction of any tribunals or any proceedings that relate to your activities as a registrant or a partner, director or officer of a registrant under that securities legislation or derivatives legislation or both or as an approved person under SRO rules. 2. Notice of collection and use of personal information Your personal information is collected by, or on behalf of, each securities regulatory authority and SRO set out in Schedule F. Any of the securities regulatory authorities or SROs set out in Schedule F may contact governmental or regulatory authorities, private bodies or agencies, individuals, corporations, employers, and other organizations, in Canada and in other countries, for information about you. This personal information is being collected under the authority of the applicable securities legislation, derivatives legislation (including commodity futures legislation) or both of the securities regulatory authorities and under the SRO rules of an SRO set out in Schedule F. The collection, use and disclosure are done in accordance with applicable freedom of information and privacy legislation. The principal purpose of this collection by the securities regulatory authorities is to administer, enforce, carry out their duties or exercise their powers under their respective securities legislation, derivatives legislation (including commodity futures legislation) or both, and by the SROs to administer and enforce the rules of the SROs. The information submitted by you in this form with your consent, or collected indirectly with your authorization, may be collected • at the time of your application, • at any time during your registration or while you are a permitted individual, or 1062 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) • at the time the regulator or, in Québec, the securities regulatory authority, or the SRO is informed by your sponsoring firm that you no longer have authority to act on behalf of the sponsoring firm or are not a permitted individual of the sponsoring firm. If you have any questions about the collection, use and disclosure of this information, contact the securities regulatory authority or SRO in any jurisdiction in which the required information is submitted. See Schedule F for details. Certain information, such as your name(s) (including aliases, trade names or some past names), your sponsoring firm, and other relevant registration information, will be listed in a publicly available registry of registered individuals and, if applicable, on the Disciplined List. Certain securities regulatory authorities may provide to or receive from certain entities information under separate provisions of their securities legislation or derivatives legislation (including commodity futures legislation) or both, and SROs may provide or receive information under the rules of the SROs. This consent and notice does not limit the authority, powers, obligations or rights conferred on any of the securities regulatory authorities by legislation or regulations in effect in their jurisdiction. 3. Consent to collect and use personal information By submitting this form, you consent to and authorize the collection, directly and indirectly, of personal information by each securities regulatory authority and SRO and to the use of your personal information as set out above. The personal information that each securities regulatory authority or SRO collects includes the following: • the personal information provided in this form; • the personal information provided by your sponsoring firm; • registration or financial services licensing information; • law enforcement records, including police records; • credit records; • bankruptcy or other insolvency records; • employment records and information received from an employer; • records and information received from entities you had or have an independent contractor or agency relationship with; • personal information available online; • records from governmental or regulatory authorities, SROs or professional bodies; • records of, and used in, court proceedings, including probation records. Item 11 Repealed. 13 May 2022 SR 33/2022 s3. Item 12 Repealed. 13 May 2022 SR 33/2022 s3. 1063 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Schedule A Use of other names (Item 1.4) Item 1.4 Use of other names Name 1: Name: ________________________________________________________________________ Provide the reasons for the use of this other name (for example, trade name or team name)?: _______________________________________________________________________________ If this other name is or was used in connection with any sponsoring firm, did the sponsoring firm approve the use of the name? Yes No When did you use this name? From: To: __________________ ___________________ (YYYY/MM) (YYYY/MM) Name 2: Name: ________________________________________________________________________ Provide the reasons for the use of this other name (for example, trade name or team name): _______________________________________________________________________________ If this other name is or was used in connection with any sponsoring firm, did the sponsoring firm approve the use of the name? Yes No When did you use this name? From: To: __________________ ___________________ (YYYY/MM) (YYYY/MM) Name 3: Name: ________________________________________________________________________ Provide the reasons for the use of this other name (for example, trade name or team name): _______________________________________________________________________________ If this other name is or was used in connection with any sponsoring firm, did the sponsoring firm approve the use of the name? Yes No When did you use this name? From: To: __________________ ___________________ (YYYY/MM) (YYYY/MM) 1064 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Schedule B Individual Categories (Item 3) Check each category for which you are seeking reinstatement of registration, approval or permitted individual status Categories Common to all jurisdictions under securities legislation Firm categories [Format other than NRD format only] [ ] Investment Dealer [ ] Mutual Fund Dealer [ ] Scholarship Plan Dealer [ ] Exempt Market Dealer [ ] Restricted Dealer [ ] Portfolio Manager [ ] Restricted Portfolio Manager [ ] Investment Fund Manager Individual categories and permitted activities [ ] Dealing Representative [ ] Advising Representative [ ] Associate Advising Representative [ ] Ultimate Designated Person [ ] Chief Compliance Officer [ ] permitted individual as described in paragraph (c) of the definition of “permitted individual” in section 1.1 of National Instrument 33-109 Registration Information [ ] Officer – Specify title: [ ] Director [ ] Partner [ ] Shareholder [ ] Branch Manager (MFDA members only) [ ] IIROC approval only Investment Industry Regulatory Organization of Canada Approval categories [ ] Executive [ ] Director (Industry) [ ] Director (Non-Industry) [ ] Supervisor [ ] Investor 1065 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 [ ] Registered Representative [ ] Investment Representative [ ] Portfolio Manager [ ] Associate Portfolio Manager [ ] Trader Additional approval categories [ ] Chief Compliance Officer [ ] Chief Financial Officer [ ] Ultimate Designated Person Products [ ] Non-Trading [ ] Securities [ ] Options [ ] Futures Contracts and Futures Contract Options [ ] Mutual Funds only Customer type [ ] Retail [ ] Institutional [ ] Not Applicable Portfolio management [ ] Portfolio Management Categories under local commodity futures and derivatives legislation Ontario Firm categories [ ] Commodity Trading Adviser [ ] Commodity Trading Counsel [ ] Commodity Trading Manager [ ] Futures Commission Merchant Individual categories and permitted activities [ ] Advising Representative [ ] Salesperson [ ] Branch Manager [ ] Officer - Specify title: [ ] Director [ ] Partner [ ] Shareholder [ ] IIROC approval only 1066 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Manitoba Firm categories [ ] Dealer (Merchant) [ ] Dealer (Futures Commission Merchant) [ ] Dealer (Floor Broker) [ ] Adviser [ ] Local Individual categories and permitted activities [ ] Floor Broker [ ] Salesperson [ ] Branch Manager [ ] Adviser [ ] Officer - Specify title [ ] Director [ ] Partner [ ] Futures Contracts Portfolio Manager [ ] Associate Futures Contracts Portfolio Manager [ ] IIROC approval only [ ] Local Quebec Firm categories [ ] Derivatives Dealer [ ] Derivatives Portfolio Manager Individual categories and permitted activities [ ] Derivatives Dealing Representative [ ] Derivatives Advising Representative [ ] Derivatives Associate Advising Representative 1067 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Schedule C Address and agent for service (Item 4) Item 4.1 Address for service You must have one address for service in each province or territory in which you are now, or are seeking to become, a registered individual or permitted individual. A post office box is not an acceptable address for service. Address for service: _______________________________________________________________________________ (number, street, city, province or territory, postal code) Telephone number: ( ) ____________________________ Fax number: ( ) ____________________________ Business e-mail address: ________________________________________________________ Item 4.2 Agent for service If you have appointed an agent for service, provide the following information for the agent. The address for service provided above must be the address of the agent named below. Name of agent for service: ______________________________________________________ (if applicable) Contact person: _______________________________________________________________________________ Last name, First name Schedule D Reportable activities (Item 7) 1. Start date _______________________________________________________________ (YYYY/MM/DD) 2. Sponsoring firm or other entity information Check here if the reportable activity is with your sponsoring firm. If the reportable activity is with your sponsoring firm, you are not required to indicate the firm’s name and address but are required to provide the name and title of your immediate supervisor. For all other types of reportable activity, enter all of the information below: Name of business or employer: __________________________________________________ Address of business or employer: ________________________________________________ (number, street, city, province, territory or state, country) Name and title of your immediate supervisor: ____________________________________ 1068 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3. Description of the reportable activity and your roles and responsibilities Instructions: If you are completing this schedule in relation to your activities with your sponsoring firm, for (e) below, provide the title(s) you will use once registered, and if you are already registered, provide the title(s) you use as of the date of this filing. (a) Describe the entity that you carry on the activity with or for, including the nature of the entity’s business. (b) Is the entity listed on an exchange? (c) Describe your relationship with the entity. (d) Describe all of your roles and responsibilities relating to the activity. __________________________________________________________________________ (e) Provide all business title(s) and professional designation(s) you use for the activity. __________________________________________________________________________ 4. Number of work hours per week How many hours per week do you spend on this activity? __________________________ 5. Conflicts of interest Instructions: Complete this section if you have a reportable activity outside your sponsoring firm. Do not complete this section if your reportable activity is solely with your sponsoring firm. Take into consideration existing and reasonably foreseeable material conflicts of interest and existing and potential client confusion. (a) Does the activity give rise to any material conflicts of interest between the client and the sponsoring firm or you? Does the activity give rise to client confusion? If no material conflicts of interest or client confusion are expected, explain why. _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ (b) Describe (i) the material conflicts of interest, and (ii) how these conflicts will be addressed in the best interest of the client. _______________________________________________________________________ (c) Describe (i) the client, and (ii) how the client confusion will be addressed. _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ (d) Does your sponsoring firm and the entity have procedures for identifying and addressing material conflicts of interest? If so, confirm you are complying with both sets of procedures. _______________________________________________________________________ 1069 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (e) State the name and title of the individual at your sponsoring firm who has reviewed and approved the activity. _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ Schedule E Ownership of securities in new sponsoring firm (Item 8) Firm name (whose business is trading in or advising on securities or derivatives, or both): ____________________________________ What is your relationship to the firm? Partner Major shareholder What is the period of this relationship? From: To: (if applicable) _____________________ _____________________ (YYYY/MM) (YYYY/MM) Provide the following information: (a) State the number, value, class and percentage of securities, or the amount of partnership interest you own or propose to acquire when you are reinstated or approved as a result of the review of this form. If acquiring shares when you are so approved or registered, state the source (for example, treasury shares, or if upon transfer, state name of transferor). ___________________________________________________________________________ (b) State the market value (approximate, if necessary) of any subordinated debentures or bonds of the firm to be held by you or any other subordinated loan to be made by you to the firm: ___________________________________________________________________________ (c) If another person or entity has provided you with funds to invest in the firm, provide the name of the person or entity and state the relationship between you and that person or entity: __________________________________________________________________________ (d) Is the payment of the funds to be invested (or proposed to be invested) guaranteed directly or indirectly by any person or entity? Yes No If “Yes”, provide the name of the person or entity and state the relationship between you and that person or entity: __________________________________________________________________________ 1070 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (e) Have you directly or indirectly given up any rights relating to these securities or this partnership interest, or do you, when you are registered or approved as a result of the review of this form, intend to give up any of these rights (including by hypothecation, pledging or depositing as collateral the securities or partnership interest with any entity or person)? Yes No If “Yes”, provide the name of the person or entity, state the relationship between you and that person or entity and describe the rights that have been or will be given up: __________________________________________________________________________ (f) Is a person other than you the beneficial owner of the shares, bonds, debentures, partnership units or notes held by you? Yes No If “Yes”, complete (g), (h) and (i). (g) Name of beneficial owner: ___________________________________________________________________________ Last name First name Second name Third name   (N/A ) (N/A ) (h) Residential address: ___________________________________________________________________________ (number, street, city, province, territory or state, country, postal code) (i) Occupation: ________________________________________________________________ Schedule F Contact information for notice and consent for collection and use of personal information Alberta Nunavut Alberta Securities Commission Government of Nunavut Suite 600, 250-5th St. SW Department of Justice Calgary, AB T2P 0R4 P.O. Box 1000 Station 570 Attention: Information Officer Iqaluit, NU X0A 0H0 Telephone: (403) 297-6454 Attention: Superintendent of Securities Telephone: (867) 975-6590 British Columbia Ontario British Columbia Securities Ontario Securities Commission Commission 22nd Floor P.O. Box 10142, Pacific Centre 20 Queen Street West 701 West Georgia Street Toronto, ON M5H 3S8 Vancouver, BC V7Y 1L2 Attention: Compliance and Registrant Attention: Registration staff Regulation Telephone: (604) 899-6500 or Telephone: (416) 593-8314 (800) 373-6393 (in Canada) e-mail: registration@osc.gov.on.ca E-mail: Registration@bcsc.bc.ca 1071 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Manitoba Prince Edward Island The Manitoba Securities Commission Securities Office 500 - 400 St. Mary Avenue Department of Community Affairs and Winnipeg, MB R3C 4K5 Attorney General Attention: Director of Registrations P.O. Box 2000 Telephone: (204) 945-2548 Charlottetown, PE C1A 7N8 Fax (204) 945-0330 Attention: Superintendent of Securities Telephone: (902) 368-6288 New Brunswick Québec Financial and Consumer Services Autorité des marchés financiers Commission of New Brunswick / 800, square Victoria, 22e étage Commission des services financiers et C.P. 246, tour de la Bourse des services aux consommateurs du Montréal (Québec) H4Z 1G3 Nouveau-Brunswick Attention: Responsable de l’accès à Suite 300, 85 Charlotte Street l’information Saint John, NB E2L 2J2 Telephone: (514) 395-0337 or (877) Attention: Registration 525-0337 Telephone: (506) 658-3060 Newfoundland and Labrador Saskatchewan Superintendent of Securities, Financial and Consumer Affairs Service NL Authority of Saskatchewan Government of Newfoundland and Suite 601, 1919 Saskatchewan Drive Labrador Regina, SK S4P 4H2 P.O. Box 8700 Attention: Director, Capital Markets 2nd Floor, West Block Telephone: (306) 787-5871 Confederation Building E-mail: registrationfcaa@gov.sk.ca St. John’s, NL A1B 4J6 Attention: Manager of Registrations Telephone: (709) 729-5661 Nova Scotia Yukon Nova Scotia Securities Commission Government of Yukon Suite 400, 5251 Duke Street Office of the Yukon Halifax, NS B3J 1P3 Superintendent of Securities Attention: Registration Department of Community Services Telephone: (902) 424-7768 P.O. Box 2703 C-6 Whitehorse, YT Y1A 2C6 Attention: Superintendent of Securities Telephone: (867) 667-5466 Northwest Territories Self-regulatory organization Government of the Northwest Investment Industry Regulatory Territories Organization of Canada Department of Justice 121 King Street West, Suite 2000 1st Floor Stuart M. Hodgson Building Toronto, Ontario M5H 3T9 5009 - 49th Street Attention: Privacy Officer Yellowknife, NWT X1A 2L9 Telephone: (416) 364-6133 Attention: Superintendent of E-mail: PrivacyOfficer@iiroc.ca Securities Telephone: (867) 920-8984 2 Oct 2009 SR 81/2009 s9; 8 Jly 2011 SR 41/2011 s14; 5 Aug 2011 SR 48/2011 s6; 17 May 2013 SR 33/2013 s9; 12 Sep 2014 SR 77/2014 s12; 27 Feb 2015 SR 9/2015 s1-16; 8 Dec 2017 SR 122/2017 s3; 1 Jne 2018 SR 38/2018 s7; 13 May 2022 SR 33/2022 s3; 1 Dec 2023 SR 110/2023 s7. 1072 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Part XXIX [clause 2 (cc)] MULTILATERAL INSTRUMENT 45-103 CAPITAL RAISING EXEMPTIONS Repealed. 23 Sep 2005 SR 100/2005 s9. Part XXX [clause 2 (dd)] MULTILATERAL INSTRUMENT 45-105 TRADES TO EMPLOYEES, SENIOR OFFICERS, DIRECTORS AND CONSULTANTS Repealed. 23 Sep 2005 SR 100/2005 s9. 1073 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XXXI [clause 2(ee)] NATIONAL INSTRUMENT 51-101 STANDARDS OF DISCLOSURE FOR OIL AND GAS ACTIVITIES PART 1 APPLICATION AND TERMINOLOGY 1.1 Definitions - In this Instrument: “abandonment and reclamation costs” means all costs associated with the process of restoring a reporting issuer’s property that has been disturbed by oil and gas activities to a standard imposed by applicable government or regulatory authorities; “alternate reference point” means a location at which quantities and values of a product type are measured before the first point of sale; “annual information form” has the same meaning as “AIF” in NI 51-102; “analogous information’ means information about an area outside the area in which the reporting issuer has an interest or intends to acquire an interest, which is referenced by the reporting issuer for the purpose of drawing a comparison or conclusion to an area in which the reporting issuer has an interest or intends to acquire an interest, which comparison or conclusion is reasonable, and includes: (i) historical information concerning reserves; (ii) estimates of the volume or value of reserves; (iii) historical information concerning resources; (iv) estimates of the volume or value of resources; (v) historical production amounts; (vi) production estimates; or (vii) information concerning a field, well, basin or reservoir; “anticipated results” means information that may, in the opinion of a reasonable person, indicate the potential value or quantities of resources in respect of the reporting issuer’s resources or a portion of its resources and includes: (i) estimates of volume; (ii) estimates of value; (iii) areal extent; (iv) pay thickness; (v) flow rates; or (vi) hydrocarbon content; 2000-1 1074 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) “bitumen” means a naturally occurring solid or semi-solid hydrocarbon (i) consisting mainly of heavier hydrocarbons, with a viscosity greater than 10,000 millipascal-seconds (mPa•s) or 10,000 centipoise (cP) measured at the hydrocarbon’s original temperature in the reservoir and at atmospheric pressure on a gas-free basis, and (ii) that is not primarily recoverable at economic rates through a well without the implementation of enhanced recovery methods; “BOEs” means barrels of oil equivalent; “by-product” means a substance that is recovered as a consequence of producing a product type; “coal bed methane” means natural gas that (i) primarily consists of methane, and (ii) is contained in a coal deposit; “COGE Handbook” means the ‘Canadian Oil and Gas Evaluation Handbook’ maintained by the Society of Petroleum Evaluation Engineers (Calgary Chapter), as amended from time to time; “contingent resources data” means (i) an estimate of the volume of contingent resources, and (ii) the risked net present value of future net revenue of contingent resources; “conventional natural gas” means natural gas that has been generated elsewhere and has migrated as a result of hydrodynamic forces and is trapped in discrete accumulations by seals that may be formed by localized structural, depositional or erosional geological features; “effective date”, in respect of information, means the date as at which, or for the period ended on which, the information is provided; “first point of sale” means the first point after initial production at which there is a transfer of ownership of a product type; “forecast prices and costs” means future prices and costs that are: (i) generally accepted as being a reasonable outlook of the future; (ii) if, and only to the extent that, there are fixed or presently determinable future prices or costs to which the reporting issuer is legally bound by a contractual or other obligation to supply a physical product, including those for an extension period of a contract that is likely to be extended, those prices or costs rather than the prices and costs referred to in subparagraph (i); “foreign geographic area” means a geographic area outside North America within one country or including all or portions of a number of countries; “Form 51-101F1” means Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information; “Form 51-101F2” means Form 51-101F2 Report on Reserves Data by Independent Qualified Reserves Evaluator or Auditor; “Form 51-101F3” means Form 51-101F3 Report of Management and Directors on Oil and Gas Disclosure; 1075 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “Form 51-101F4” means Form 51-101F4 Notice of Filing of 51-101F1 Information; “Form 51-101F5” means Form 51-101F5 Notice of Ceasing to Engage in Oil and Gas Activities; “future net revenue” means a forecast of revenue, estimated using forecast prices and costs or constant prices and costs, arising from the anticipated development and production of resources, net of the associated royalties, operating costs, development costs, and abandonment and reclamation costs; “gas hydrate” means a naturally occurring crystalline substance composed of water and gas in an ice-lattice structure; “heavy crude oil” means crude oil with a relative density greater than 10 degrees API gravity and less than or equal to 22.3 degrees API gravity; “hydrocarbon” means a compound consisting of hydrogen and carbon, which, when naturally occurring, may also contain other elements such as sulphur; “independent”, in respect of the relationship between a reporting issuer and a person or company, means a relationship between the reporting issuer and that person or company in which there is no circumstance that could, in the opinion of a reasonable person aware of all relevant facts, interfere with that person’s or company’s exercise of judgment regarding the preparation of information which is used by the reporting issuer; “light crude oil” means crude oil with a relative density greater than 31.1 degrees API gravity; “McfGEs” means thousand cubic feet of gas equivalent; “medium crude oil” means crude oil with a relative density greater than 22.3 degrees API gravity and less than or equal to 31.1 degrees API gravity; “natural gas” means a naturally occurring mixture of hydrocarbon gases and other gases; “natural gas liquids” means those hydrocarbon components that can be recovered from natural gas as a liquid including, but not limited to, ethane, propane, butanes, pentanes plus, and condensates; “NI 14-101” means National Instrument 14-101 Definitions; “NI 51-102” means National Instrument 51-102 Continuous Disclosure Obligations; “oil and gas activities” include the following: (i) searching for a product type in its natural location; (ii) acquiring property rights or a property for the purpose of exploring for or removing product types from their natural locations; (iii) any activity necessary to remove product types from their natural locations, including construction, drilling, mining and production, and the acquisition, construction, installation and maintenance of field gathering and storage systems including treating, field processing and field storage; (iv) producing or manufacturing of synthetic crude oil or synthetic gas; but do not include any of the following: (v) any activity that occurs after the first point of sale; 1076 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (vi) any activity relating to the extraction of a substance other than a product type and their by-products; (vii) extracting hydrocarbons as a consequence of the extraction of geothermal steam; “oil and gas metric” means a numerical measure of a reporting issuer’s oil and gas activities; “preparation date”, in respect of written disclosure, means the most recent date to which information relating to the period ending on the effective date was considered in the preparation of the disclosure; “product type” means any of the following: (i) bitumen; (ii) coal bed methane; (iii) conventional natural gas; (iv) gas hydrates; (v) heavy crude oil; (vi) light crude oil and medium crude oil combined; (vii) natural gas liquids; (viii) shale gas; (ix) synthetic crude oil; (x) synthetic gas; (xi) tight oil; “professional organization” means a self-regulatory organization of engineers, geologists, other geoscientists or other professionals whose professional practice includes reserves evaluations or reserves audits, that: (i) admits members primarily on the basis of their educational qualifications; (ii) requires its members to comply with the professional standards of competence and ethics prescribed by the organization that are relevant to the estimation, evaluation, review or audit of reserves data; (iii) has disciplinary powers, including the power to suspend or expel a member; and (iv) is either: (A) given authority or recognition by statute in a jurisdiction of Canada; or (B) accepted for this purpose by the securities regulatory authority or the regulator; “prospective resources data” means (i) an estimate of the volume of prospective resources, and (ii) the risked net present value of future net revenue of prospective resources; 1077 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 “qualified reserves auditor” means an individual who: (i) in respect of particular reserves data, resources or related information, possesses professional qualifications and experience appropriate for the estimation, evaluation, review and audit of the reserves data, resources and related information; and (ii) is a member in good standing of a professional organization; “qualified reserves evaluator” means an individual who: (i) in respect of particular reserves data, resources or related information, possesses professional qualifications and experience appropriate for the estimation, evaluation and review of the reserves data, resources and related information; and (ii) is a member in good standing of a professional organization; “qualified reserves eval uator or auditor” means a qualified reserves auditor or a qualified reserves evaluator; “reserves” means proved, probable or possible reserves; “reserves data” means an estimate of proved reserves and probable reserves and related future net revenue, estimated using forecast prices and costs; “risked” means adjusted for the probability of loss or failure in accordance with the COGE Handbook; “shale gas” means natural gas (i) contained in dense organic-rich rocks, including low-permeability shales, siltstones and carbonates, in which the natural gas is primarily adsorbed on the kerogen or clay minerals, and (ii) that usually requires the use of hydraulic fracturing to achieve economic production rates; “supporting filing” means a document filed by a reporting issuer with a securities regulatory authority; “synthetic crude oil” means a mixture of liquid hydrocarbons derived by upgrading bitumen, kerogen or other substances such as coal, or derived from gas to liquid conversion and may contain sulphur or other compounds; “synthetic gas” means a gaseous fluid (i) generated as a result of the application of an in-situ transformation process to coal or other hydrocarbon-bearing rock; and (ii) comprised of not less than 10% by volume of methane; “tight oil” means crude oil (i) contained in dense organic-rich rocks, including low-permeability shales, siltstones and carbonates, in which the crude oil is primarily contained in microscopic pore spaces that are poorly connected to one another, and (ii) that typically requires the use of hydraulic fracturing to achieve economic production rates. 1078 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 1.2 COGE Handbook Definitions (1) Terms used in this Instrument but not defined in this Instrument, NI 14-101 or the securities statute in the jurisdiction, and defined or interpreted in the COGE Handbook, have the meaning or interpretation ascribed to those terms in the COGE Handbook. (2) In the event of a conflict or inconsistency between the definition of a term in this Instrument, NI 14-101 or the securities statute in the jurisdiction and the meaning ascribed to the term in the COGE Handbook, the definition in this Instrument, NI 14-101 or the securities statute in the jurisdiction, as the case may be, applies. 1.3 Applies to Reporting Issuers Only - This Instrument applies only to reporting issuers engaged, directly or indirectly, in oil and gas activities. 1.4 Materiality Standard (1) This Instrument applies only in respect of information that is material in respect of a reporting issuer. (2) For the purpose of subsection (1), information is material in respect of a reporting issuer if it would be likely to influence a decision by a reasonable investor to buy, hold or sell a security of the reporting issuer. PART 2 ANNUAL FILING REQUIREMENTS 2.1 Reserves Data and Other Oil and Gas Information - A reporting issuer must, not later than the date on which it is required by securities legislation to file audited financial statements for its most recent financial year, file with the securities regulatory authority the following: 1. Statement of Reserves Data and Other Information - a statement of the reserves data and other information specified in Form 51-101F1, as at the last day of the reporting issuer’s most recent financial year and for the financial year then ended; 2. Report of Independent Qualified Reserves Evaluator or Auditor - a report in accordance with Form 51-101F2 that is: (a) included in, or filed concurrently with, the document filed under item 1; and (b) executed by one or more qualified reserves evaluators or auditors each of whom is independent of the reporting issuer and who must have, (i) in the aggregate, (A) evaluated or audited at least 75 percent of the future net revenue, calculated using a discount rate of 10 percent, attributable to proved plus probable reserves, as reported in the statement filed or to be filed under item 1, and (B) reviewed the balance of that future net revenue, and (ii) evaluated or audited the contingent resources data or prospective resources data reported in the statement filed or to be filed under item 1. 1079 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 3. Report of Management and Directors - a report in accordance with Form 51-101F3 that: (a) refers to the information filed or to be filed under items 1 and 2; (b) confirms the responsibility of management of the reporting issuer for the content and filing of the statement referred to in item 1 and for the filing of the report referred to in item 2; (c) confirms the role of the board of directors in connection with the information referred to in paragraph (b); (d) is contained in, or filed concurrently with, the statement filed under item 1; and (e) is executed: (i) by two officers of the reporting issuer, one of whom is the chief executive officer; and (ii) on behalf of the board of directors, by: (A) any two directors of the reporting issuer, other than the persons referred to in subparagraph (i) above; or (B) if the reporting issuer has only three directors, two of whom are the persons referred to in subparagraph (i), all of the directors of the reporting issuer. 2.2 Repealed (December 30, 2010) 2.3 Inclusion in Annual Information Form (1) The requirements of section 2.1 may be satisfied by including the information specified in section 2.1 in an annual information form filed within the time specified in section 2.1. (2) A reporting issuer that adopts the approach described in subsection (1) must, concurrently with filing its annual information form, file with the securities regulatory authority a notice of filing in accordance with Form 51-101F4. 2.4 Reservation in Report of Qualified Reserves Evaluator or Auditor (1) If a qualified reserves evaluator or auditor cannot report without reservation on reserves data, contingent resources data or prospective resources data, the reporting issuer must ensure that the report of the qualified reserves evaluator or auditor prepared for the purpose of item 2 of section 2.1 sets out the cause of the reservation and the effect, if known to the qualified reserves evaluator or auditor, on the reserves data, contingent resources data, or prospective resources data. (2) A report containing a reservation, the cause of which can be removed by the reporting issuer, does not satisfy the requirements of item 2 of section 2.1. PART 3 RESPONSIBILITIES OF REPORTING ISSUERS AND DIRECTORS 3.1 Interpretation - A reference to a board of directors in this Part means, for a reporting issuer that does not have a board of directors, those individuals whose authority and duties in respect of that reporting issuer are similar to those of a board of directors. 1080 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3.2 Reporting Issuer to Appoint Independent Qualified Reserves Evaluator or Independent Qualified Reserves Auditor (1) A reporting issuer must appoint one or more qualified reserves evaluators, or qualified reserves auditors, each of whom is independent of the reporting issuer, and must direct each appointed evaluator or auditor to report to the board of directors of the reporting issuer on the reserves data disclosed in the statement prepared for the purpose of item 1 of section 2.1. (2) If a reporting issuer discloses contingent resources data or prospective resources data in a statement prepared for the purpose of item 1 of section 2.1, the reporting issuer must appoint one or more qualified reserves evaluators or qualified reserves auditors and must direct each appointed evaluator or auditor to report to the board of directors of the reporting issuer on all contingent resources data and prospective resources data included in the statement. 3.3 Reporting Issuer to Make Information Available to Qualified Reserves Evaluator or Auditor - A reporting issuer must make available to the qualified reserves evaluators or auditors that it appoints under section 3.2 all information reasonably necessary to enable the qualified reserves evaluators or auditors to provide a report that will satisfy the applicable requirements of this Instrument. 3.4 Certain Responsibilities of Board of Directors - The board of directors of a reporting issuer must: (a) review, with reasonable frequency, the reporting issuer’s procedures relating to the disclosure of information with respect to oil and gas activities, including its procedures for complying with the disclosure requirements and restrictions of this Instrument; (b) review each appointment under section 3.2 and, in the case of any proposed change in such appointment, determine the reasons for the proposal and whether there have been disputes between the appointed qualified reserves evaluator or auditor and management of the reporting issuer; (c) review, with reasonable frequency, the reporting issuer’s procedures for providing information to the qualified reserves evaluators or auditors who report on reserves data, contingent resources data or prospective resources data for the purposes of this Instrument; (d) before approving the filing of reserves data, contingent resources data or prospective resources data and the report of the qualified reserves evaluators or auditors thereon referred to in section 2.1, meet with management and each qualified reserves evaluator or auditor appointed under section 3.2, to: (i) determine whether any restrictions affect the ability of the qualified reserves evaluator or auditor to report on reserves data, contingent resources data or prospective resources data without reservation; and (ii) review the reserves data, contingent resources data or prospective resources data and the report of the qualified reserves evaluator or auditor thereon; and 1081 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (e) review and approve: (i) the content and filing, under section 2.1, of the statement referred to in item 1 of section 2.1; (ii) the filing, under section 2.1, of the report referred to in item 2 of section 2.1; and (iii) the content and filing, under section 2.1, of the report referred to in item 3 of section 2.1. 3.5 Reserves Committee (1) The board of directors of a reporting issuer may, subject to subsection (2), delegate the responsibilities set out in section 3.4 to a committee of the board of directors, provided that a majority of the members of the committee: (a) are individuals who are not and have not been, during the preceding 12 months: (i) an officer or employee of the reporting issuer or of an affiliate of the reporting issuer; (ii) a person who beneficially owns 10 percent or more of the outstanding voting securities of the reporting issuer; or (iii) a relative of a person referred to in subparagraph (a)(i) or (ii), residing in the same home as that person; and (b) are free from any business or other relationship which could reasonably be seen to interfere with the exercise of their independent judgement. (2) Despite subsection (1), a board of directors of a reporting issuer must not delegate its responsibility under paragraph 3.4(e) to approve the content or the filing of information. (3) A board of directors that has del egated responsibility to a committee pursuant to subsection (1) must solicit the recommendation of that committee as to whether to approve the content and filing of information for the purpose of paragraph 3.4(e). 3.6 Repealed (September 19, 2005) PART 4 MEASUREMENT 4.1 Repealed (December 30, 2010) 4.2 Consistency in Dates - The date or period with respect to which the effects of an event or transaction are recorded in a reporting issuer’s annual financial statements must be the same as the date or period with respect to which they are first reflected in the reporting issuer’s annual reserves data disclosure under Part 2. 1082 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 5 REQUIREMENTS APPLICABLE TO ALL DISCLOSURE 5.1 Application of Part 5 -This Part applies to disclosure made by or on behalf of a reporting issuer: (a) to the public; (b) in any document filed with a securities regulatory authority; or (c) in other circumstances in which, at the time of making the disclosure, the reporting issuer knows, or ought reasonably to know, that the disclosure is or will become available to the public. 5.2(1) Disclosure of Reserves and Other Information - If a reporting issuer makes disclosure of reserves or other information of a type that is specified in Form 51-101F1, the reporting issuer must ensure that the disclosure satisfies the following requirements: (a) estimates of reserves or future net revenue must: (i) disclose the effective date of the estimate; (ii) have been prepared or audited by a qualified reserves evaluator or auditor; (iii) have been prepared or audited in accordance with the COGE Handbook; (iv) have been made assuming that development of each property in respect of which the estimate is made will occur, without regard to the likely availability to the reporting issuer of funding required for that development; and (v) in the case of estimates of possible reserves or related future net revenue disclosed in writing, also include a cautionary statement that is proximate to the estimate to the following effect: ‘Possible reserves are those additional reserves that are less certain to be recovered than probab le reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves’; (b) for the purpose of determining whether reserves should be attributed to a particular undrilled property, reasonably estimated future abandonment and reclamation costs related to the property must have been taken into account; (c) in disclosing aggregate future net revenue the disclosure must comply with the requirements for the determination of future net revenue specified in Form 51-101F1; and (d) the disclosure must be consistent with the corresponding information, if any, contained in the statement most recently filed by the reporting issuer with the securities regulatory authority under item 1 of section 2.1, except to the extent that the statement has been supplemented or superseded by a report of a material change filed by the reporting issuer with the securities regulatory authority. 1083 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (2) Disclosure referred to under subsection (1) must indicate whether the estimates of reserves or future net revenue were prepared by an independent qualified reserves evaluator or qualified reserves auditor. 5.3 Classification of Reserves and of Resources Other than Reserves (1) Reserves or resources other than reserves must be disclosed using the applicable terminology and category set out in the COGE Handbook and must be classified in the most specific category of reserves or resources other than reserves in which the reserves or resources other than reserves can be classified. (2) Despite subsection (1), where the applicable terminology set out in the COGE Handbook for the disclosure of resources is total petroleum initially-in-place, discovered petroleum initially-in-place or undiscovered petroleum initially-in-place, the reporting issuer may depart from the applicable terminology by substituting, for the word “petroleum”, reference to the specific product type of the resource. 5.4 Oil and Gas Resources and Sales (1) Disclosure of resources or of sales of product types or associated by-products must be made with respect to the first point of sale. (2) Despite subsection (1), a reporting issuer may disclose resources or sales of product types or associated by-products with respect to an alternate reference point if, to a reasonable person, the resources, product types or associated by-products would be marketable at the alternate reference point. (3) If a reporting issuer discloses resources or sales of product types or associated by-products with respect to an alternate reference point, the reporting issuer must (a) state that the disclosure is made with respect to an alternate reference point, (b) disclose the location of the alternate reference point, and (c) explain why disclosure is not being made with respect to the first point of sale.

5.5 Recovery of Product Types or By-Products - Disclosure of product types or by- products, including natural gas liquids and sulphur must be made in respect only of volumes that have been or are to be recovered prior to the first point of sale, or an alternate reference point, as applicable. 5.6 Future Net Revenue Not Fair Market Value - Disclosure of an estimate of future net revenue, whether calculated without discount or using a discount rate, must include a statement to the effect that the estimated values disclosed do not represent fair market value. 5.7 Repealed 5.8 Disclosure of Less Than All Reserves - If a reporting issuer that has more than one property makes written disclosure of any reserves attributable to a particular property: (a) the disclosure must include a cautionary statement to the effect that: “The estimates of reserves and future net revenue for individual properties may not reflect the same confidence level as estimates of reserves and future net revenue for all properties, due to the effects of aggregation”; and 1084 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) the document containing the disclosure of any reserves attributable to one property must also disclose total reserves of the same classification for all properties of the reporting issuer in the same country (or, if appropriate and not misleading, in the same foreign geographic area). 5.9 Disclosure of Resources Other than Reserves (1) If a reporting issuer discloses anticipated results from resources which are not currently classified as reserves, the reporting issuer must also disclose in writing, in the same document or in a supporting filing: (a) the reporting issuer’s interest in the resources; (b) the location of the resources; (c) the product types reasonably expected; (d) the risks and the level of uncertainty associated with recovery of the resources; and (e) in the case of unproved property, if its value is disclosed: (i) the basis of the calculation of its value; and (ii) whether the value was prepared by an independent party. (2) If disclosure referred to in subsection (1) includes an estimate of a quantity of resources other than reserves in which the reporting issuer has an interest or intends to acquire an interest, or an estimated value attributable to an estimated quantity, the estimate must: (a) have been prepared or audited by a qualified reserves evaluator or auditor; (b) have been prepared or audited in accordance with the COGE Handbook; (c) be classified in the most specific category of resources other than reserves, as required by section 5.3; and (d) be accompanied by the following information: (i) a definition of the resources category used for the estimate; (ii) the effective date of the estimate; (iii) the significant positive and negative factors relevant to the estimate; (iii.1) a description of the applicable project or projects including the following: (A) the estimated total cost required to achieve commercial production; (B) the general timeline of the project, including the estimated date of first commercial production; (C) the recovery technology; (D) whether the project is based on a conceptual or pre- development study. 1085 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (iv) in respect of contingent resources, the specific contingencies which prevent the classification of the resources as reserves; and (v) a cautionary statement that is proximate to the estimate to the effect that: (A) in the case of discovered resources or a subcategory of discovered resources other than reserves: “There is uncertainty that it will be commercially viable to produce any portion of the resources”; or (B) in the case of undiscovered resources or a subcategory of undiscovered resources: “There is no certainty that any portion of the resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the resources”. (3) Paragraphs (1)(d) and (e) and subparagraphs (2)(d)(iii), (iii.1) and (iv) do not apply if: (a) the reporting issuer includes in the written disclosure a reference to the title and date of a previously filed document that complies with those requirements; and (b) the resources in the written disclosure, taking into account the specific properties and interests reflected in the resources estimate or other anticipated result, are materially the same resources addressed in the previously filed document. (4) Any disclosure made under subsection (1) or (2) must indicate whether the anticipated results from resources which are not currently classified as reserves or the estimate of a quantity of resources other than reserves were prepared by an independent qualified reserves evaluator or auditor. 5.10 Analogous Information (1) Sections 5.2, 5.3, 5.9 and 5.16 do not apply to the disclosure of analogous information provided that the reporting issuer discloses the following: (a) the source and date of the analogous information; (b) whether the source of the analogous information was independent; (c) if the reporting issuer is unable to confirm that the analogous information was prepared by a qualified reserves evaluator or auditor or in accordance with the COGE Handbook, a cautionary statement to that effect proximate to the disclosure of the analogous information; and (d) the relevance of the analogous information to the reporting issuer’s oil and gas activities. (2) For greater certainty, if a reporting issuer discloses information that is an anticipated result, an estimate of a quantity of reserves or resources, or an estimate of value attributable to an estimated quantity of reserves or resources for an area in which it has an interest or intends to acquire an interest, that is based on an extrapolation from analogous information, sections 5.2, 5.3, 5.9 and 5.16 apply to the disclosure of the information. 1086 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 5.11 Repealed 5.12 Repealed 5.13 Repealed 5.14 Disclosure Using Oil and Gas Metrics (1) If a reporting issuer discloses an oil and gas metric, other than an estimate of the volume or value of resources prepared in accordance with section 5.2, 5.9 or 5.18 or a comparative or equivalency measure under Part 2, 3, 4, 5, 6 or 7 of Form 51-101F1, the reporting issuer must include disclosure that (a) identifies the standard and source of the oil and gas metric, if any, (b) provides a brief description of the method used to determine the oil and gas metric, (c) provides an explanation of the meaning of the oil and gas metric, and (d) cautions readers as to the reliability of the oil and gas metric. (2) If there is no identifiable standard for an oil and gas metric, the reporting issuer must also include disclosure that (a) provides a brief description of the parameters used in the calculation of the oil and gas metric, and (b) states that the oil and gas metric does not have any standardized meaning and should not be used to make comparisons. 5.15 Repealed 5.16 Restricted Disclosure: Summation of Resource Categories (1) A reporting issuer must not disclose a summation of an estimated quantity, or estimated value, of two or more of the following: (a) reserves; (b) contingent resources; (c) prospective resources; (d) the unrecoverable portion of discovered petroleum initially-in-place; (e) the unrecoverable portion of undiscovered petroleum initially-in-place; (f) discovered petroleum initially-in-place; and (g) undiscovered petroleum initially-in-place. (2) Despite subsection (1), a reporting issuer may disclose an estimate of total petroleum initially-in-place, discovered petroleum initially-in-place or undiscovered petroleum initially-in-place if the reporting issuer includes, proximate to that disclosure, an estimate of each of the following, as applicable: (a) reserves; (b) contingent resources; (c) prospective resources; 1087 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (d) the commercial portion of discovered petroleum initially-in-place; (e) the sub-commercial portion of discovered petroleum initially-in-place; (f) the unrecoverable portion of discovered petroleum initially-in-place; (g) the unrecoverable portion of undiscovered petroleum initially-in-place; (h) discovered petroleum initially-in-place; and (i) undiscovered petroleum initially-in-place. (3) A reporting issuer may disclose an estimate of total petroleum initially-in-place, discovered petroleum initially-in-place or undiscovered petroleum initially-in-place as the most specific category that it can assign to its resources if, proximate to its disclosure, the reporting issuer: (a) explains why total petroleum initially-in-place, discovered petroleum initially-in-place or undiscovered petroleum initially-in-place, as the case may be, is the most specific assignable category; and (b) includes: (i) in the case of disclosure of discovered petroleum initially-in-place, the cautionary statement required by clause 5.9(2)(d)(v)(A); or (ii) in the case of disclosure of total petroleum initially-in-place or undiscovered petroleum initially-in-place, the cautionary statement required by clause 5.9(2)(d)(v)(B). 5.17 Disclosure of High-Case Estimates of Reserves and of Resources other than Reserves (1) If a reporting issuer discloses an estimate of proved plus probable plus possible reserves, the reporting issuer must also disclose the corresponding estimates of proved and proved plus probable reserves or of proved and probable reserves. (2) If a reporting issuer discloses a high-case estimate of resources other than reserves, the reporting issuer must also disclose the corresponding low and best- case estimates. 5.18 Supplementary Disclosure of Resources Using Evaluation Standards other than the COGE Handbook (1) A reporting issuer may supplement disclosure provided in accordance with section 5.2, 5.3 or 5.9 with an estimate of the volume or the value of resources prepared in accordance with an alternative resources evaluation standard that (a) has a comprehensive framework for the evaluation of resources, (b) defines resources using terminology and categories in a manner that is consistent with the terminology and categories of the COGE Handbook, (c) has a scientific basis, and (d) requires that estimates of volume and value of resources be based on reasonable assumptions. 1088 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (2) If disclosure is made under subsection (1) and that disclosure is required under the laws of or by a foreign jurisdiction, the reporting issuer must, proximate to the disclosure, (a) disclose the effective date of the estimate, (b) describe any significant differences, and the reasons those differences exist, between the estimate prepared in accordance with the alternative resources evaluation standard and the estimate prepared in accordance with the COGE Handbook, and (c) include a reference to the location on the SEDAR+ website of the estimate prepared (i) in accordance with section 5.2, 5.3 or 5.9, as applicable, and (ii) at the same effective date as the alternative disclosure. (3) If disclosure is made under subsection (1) and the disclosure is not required by a foreign jurisdiction, the reporting issuer must, proximate to the disclosure, (a) disclose the effective date of the estimate, (b) provide a description of the alternative resources evaluation standard, (c) describe any significant differences, and the reasons those differences exist, between the estimate prepared in accordance with the alternative resources evaluation standard and the estimate prepared in accordance with the COGE Handbook, and (d) disclose the estimate prepared (i) in accordance with section 5.2, 5.3 or 5.9, as applicable, and (ii) at the same effective date as the disclosure provided under subsection (1). (4) An estimate under subsection (1) must have been prepared or audited by a qualified reserves evaluator or auditor PART 6 MATERIAL CHANGE DISCLOSURE AND CEASING TO ENGAGE IN OIL AND GAS ACTIVITIES 6.1 Material Change from Information Filed under Part 2 (1) This section applies in respect of a material change that, had it occurred on or before the effective date of information included in the statement most recently filed by a reporting issuer under item 1 of section 2.1, would have resulted in a significant change in the information contained in the statement. (2) In addition to any other requirement of securities legislation governing disclosure of a material change, disclosure of a material change referred to in subsection (1) must discuss the reporting issuer’s reasonable expectation of how the material change has affected its reserves data or other information: (a) Repealed (December 27, 2007). (b) Repealed (December 27, 2007). 1089 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 6.2 Ceasing to Engage in Oil and Gas Activities - A reporting issuer must file with the securities regulatory authority a notice prepared in accordance with Form 51-101F5 not later than 10 days after ceasing to be engaged, directly or indirectly, in oil and gas activities. PART 7 OTHER INFORMATION 7.1 Information to be Furnished on Request - A reporting issuer must, on the request of the regulator, deliver additional information with respect to the content of a document filed under this Instrument. PART 8 EXEMPTIONS 8.1 Authority to Grant Exemption (1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption. (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. 8.2 Exemption for Certain Exchangeable Security Issuers (1) An exchangeable security issuer, as defined in subsection 13.3(1) of NI 51-102, is exempt from this Instrument if all of the requirements of subsection 13.3(2) of NI 51-102 are satisfied. (2) For the purposes of subsection (1), the reference to “continuous disclosure documents” in clause 13.3(2)(d)(ii)(A) of NI 51-102 includes documents filed under this Instrument. PART 9 INSTRUMENT IN FORCE 9.1 Coming Into Force - This Instrument comes into force on September 30, 2003. 9.2 Repealed (December 30, 2010). FORM 51-101F1 STATEMENT OF RESERVES DATA AND OTHER OIL AND GAS INFORMATION This is the form referred to in item 1 of section 2.1 of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). GENERAL INSTRUCTIONS (1) Terms for which a meaning is given in NI 51-101 have the same meaning in this Form 51-101F1. (2) Unless otherwise specified in this Form 51-101F1, information under item 1 of section 2.1 of NI 51-101 must be provided as at the last day of the reporting issuer’s most recent financial year or for the financial year then ended. (3) It is not necessary to include the headings or numbering, or to follow the ordering of Items, in this Form 51-101F1. Information may be provided in tables. 1090 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (4) To the extent that any Item or any component of an Item specified in this Form 51-101F1 does not apply to a reporting issuer and its activities and operations, or is not material, no reference need be made to that Item or component. It is not necessary to state that such an Item or component is “not applicable” or “not material”. Materiality is discussed in NI 51-101 and Companion Policy 51-101CP. (5) This Form 51-101F1 sets out minimum requirements. A reporting issuer may provide additional information not required in this Form 51-101F1 provided that it is not misleading and not inconsistent with the requirements of NI 51-101, and provided that material information required to be disclosed is not omitted , and that contingent resource data and prospective resource data only appears in an appendix to Form 51-101F1. (6) A reporting issuer may satisfy the requirement of this Form 51-101F1 for disclosure of information “by country” by instead providing information by foreign geographic area in respect of countries outside North America as may be appropriate for meaningful disclosure in the circumstances. (7) A reporting issuer disclosing financial information in a currency other than the Canadian dollar must, clearly and as frequently as is necessary to avoid confusing or misleading readers, disclose the currency in which the financial information is disclosed. (8) The COGE Handbook provides guidance about reporting using units of measurement. Reporting issuers should not, without compelling reason, switch between imperial units of measure (such as barrels) and Système International (SI) units of measurement (such as tonnes) within or between disclosure documents. PART 1 DATE OF STATEMENT Item 1.1 Relevant Dates 1. Date the statement. 2. Disclose the effective date of the information being provided. 3. Disclose the preparation date of the information being provided. INSTRUCTIONS: (1) For the purpose of Part 2 of NI 51-101, and consistent with General Instruction (2) of this Form 51-101F1, the effective date to be disclosed under section 2 of Item 1.1 is the last day of the reporting issuer’s most recent financial year. (2) The same effective date applies to reserves of each category reported and to related future net revenue. References to a change in an item of information, such as changes in production or a change in reserves, mean changes in respect of that item during the year ended on the effective date. (3) The preparation date, in respect of written disclosure, means the most recent date to which information relating to the period ending on the effective date was considered in the preparation of the disclosure. The preparation date is a date subsequent to the effective date because it takes time after the end of the financial year to assemble the information for that completed year that is needed to prepare the required disclosure as at the end of the financial year. 1091 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (4) Because of the interrelationship between certain of the reporting issuer’s reserves data and other information referred to in this Form 51-101F1 and certain of the information included in its financial statements, the reporting issuer should ensure that its financial statement auditor and its qualified reserves evaluators or auditors are kept apprised of relevant events and transactions, and should facilitate communication between them. (5) If the reporting issuer provides information as at a date more recent than the effective date, in addition to the information required as at the effective date, also disclose the date as at which that additional information is provided. The provision of such additional information does not relieve the reporting issuer of the obligation to provide information as at the effective date. PART 2 DISCLOSURE OF RESERVES DATA Item 2.1 Reserves Data (Forecast Prices and Costs) 1. Breakdown of Reserves (Forecast Case) - Disclose, by country and in the aggregate, reserves, gross and net, estimated using forecast prices and costs, for each product type, in the following categories: (a) proved developed producing reserves; (b) proved developed non-producing reserves; (c) proved undeveloped reserves; (d) proved reserves (in total); (e) probable reserves (in total); (f) proved plus probable reserves (in total); and (g) if the reporting issuer discloses an estimate of possible reserves in the statement: (i) possible reserves (in total); and (ii) proved plus probable plus possible reserves (in total). 2. Net Present Value of Future Net Revenue (Forecast Case) - Disclose, by country and in the aggregate, the net present value of future net revenue attributable to the reserves categories referred to in section 1 of this Item, estimated using forecast prices and costs, before and after deducting future income tax expenses, calculated without discount and using discount rates of 5 percent, 10 percent, 15 percent and 20 percent. Also disclose the same information on a unit value basis (e.g., $/Mcf or $/bbl using net reserves) using a discount rate of 10 percent and calculated before deducting future income tax expenses. This unit value disclosure requirement may be satisfied by including the unit value disclosure for each category of proved reserves and for probable reserves in the disclosure referred to in paragraph 3(c) of Item 2.1. 1092 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3. Additional Information Concerning Future Net Revenue (Forecast Case) (a) This section 3 applies to future net revenue attributable to each of the following reserves categories estimated using forecast prices and costs: (i) proved reserves (in total); (ii) proved plus probable reserves (in total); and (iii) if paragraph 1(g) of this Item applies, proved plus probable plus possible reserves (in total). (b) Disclose, by country and in the aggregate, the following elements of future net revenue estimated using forecast prices and costs and calculated without discount: (i) revenue; (ii) royalties; (iii) operating costs; (iv) development costs; (v) abandonment and reclamation costs; (vi) future net revenue before deducting future income tax expenses; (vii) future income tax expenses; and (viii) future net revenue after deducting future income tax expenses. (c) Disclose, by product type, in each case with associated by-products, and on a unit value basis for each product type, in each case with associated by- products (e.g., $/Mcf or $/bbl using net reserves), the net present value of future net revenue (before deducting future income tax expenses) estimated using forecast prices and costs and calculated using a discount rate of 10 percent. INSTRUCTIONS (1) Disclose all of the reserves in respect of which the reporting issuer has a direct or indirect ownership, working or royalty interest. These concepts are explained in sections 5.5.4(a) “Ownership Considerations” and 7.5 “Interests” of volume 1 of the COGE Handbook, section 5.2 “Ownership Considerations” of volume 2 of the COGE Handbook and, with respect to an entitlement to share production under a production sharing agreement, section 4.0 “Fiscal Regimes” of the chapter entitled “Reserves Recognition For International Properties” of volume 3 of the COGE Handbook. (2) Do not include, in the reserves data a product type that is subject to purchase under a long-term supply, purchase or similar agreement. However, if the reporting issuer is a party to such an agreement with a government or governmental authority, and participates in the operation of the properties in which the product type is situated or otherwise serves as producer of the reserves (in contrast to being an independent purchaser, broker, dealer or importer), disclose separately the reporting issuer’s interest in the reserves that are subject to such agreements at the effective date and the net quantity of the product type received by the reporting issuer under the agreement during the year ended on the effective date. 1093 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) Future net revenue includes the portion attributable to the reporting issuer’s interest under an agreement referred to in Instruction (2). (4) If the reporting issuer’s disclosure of reserves would, to a reasonable person, be misleading, if stated without an explanation of the reporting issuer’s ownership of or control over those reserves, explain the nature of the reporting issuer’s ownership of or control over reserves disclosed in the statement filed or to be filed under item 1 of section 2.1 of NI 51-101 Item 2.2 Supplementary Disclosure (Constant Prices and Costs) The reporting issuer may supplement its disclosure of reserves data under Item 2.1 by also disclosing estimates of reserves, resources other than reserves, or both, together with estimates of associated future net revenue, determined using constant prices and costs rather than forecast prices and costs for each applicable product type. INSTRUCTION: For this purpose: (a) a constant price is: (i) if the reporting issuer is legally bound to supply the product at a particular price, that price; or (ii) in every other case, the price that is the unweighted arithmetic average of the first-day-of-the-month price for that product for each of the 12 months preceding the effective date; and (b) the costs to be used are to be reasonably estimated on the basis of existing economic conditions without escalation or adjustment for inflation. Item 2.3 Repealed Item 2.4 Repealed PART 3 PRICING ASSUMPTIONS Item 3.1 Constant Prices Used in Supplementary Estimates If supplementary disclosure under Item 2.2 is made, the reporting issuer must disclose, for each product type, the constant price used. Item 3.2 Forecast Prices Used in Estimates 1. For each product type, disclose: (a) the pricing assumptions used in estimating reserves data disclosed in response to Item 2.1: (i) for each of at least the following five financial years; and (ii) generally, for subsequent periods; and (b) the reporting issuer’s weighted average historical prices for the most recent financial year. 2. The disclosure in response to section 1 must include the benchmark reference pricing schedules for the countries or regions in which the reporting issuer operates, and inflation and other forecast factors used. 1094 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3. If the pricing assumptions specified in response to section 1 were provided by a qualified reserves evaluator or auditor who is independent of the reporting issuer, disclose that fact and identify the qualified reserves evaluator or auditor. INSTRUCTIONS: (1) Benchmark reference prices may be obtained from sources such as public product trading exchanges or prices posted by purchasers. (2) The defined term “forecast prices and costs” includes any fixed or presently determinable future prices or costs to which the reporting issuer is legally bound by a contractual or other obligation to supply a physical product, including those for an extension period of a contract that is likely to be extended. In effect, such contractually committed prices override benchmark reference prices for the purpose of estimating reserves data. To ensure that disclosure under this Part is not misleading, the disclosure should reflect such contractually committed prices. (3) Repealed PART 4 RECONCILIATION OF CHANGES IN RESERVES Item 4.1 Reserves Reconciliation 1. Provide the information specified in section 2 of this Item in respect of the following reserves categories: (a) gross proved reserves (in total); (b) gross probable reserves (in total); and (c) gross proved plus probable reserves (in total). 2. Disclose changes between the reserves estimates made as at the effective date and the corresponding estimates (“prior-year estimates”) made as at the last day of the preceding financial year of the reporting issuer: (a) by country; (b) for each of the following: (i) bitumen; (ii) coal bed methane; (iii) conventional natural gas; (iv) gas hydrates; (v) heavy crude oil; (vi) light crude oil and medium crude oil combined; (vii) natural gas liquids; (viii) shale gas; (ix) synthetic crude oil; (x) synthetic gas; (xi) tight oil; 1095 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (c) separately identifying and explaining each of the following: (i) extensions and improved recovery; (ii) technical revisions; (iii) discoveries; (iv) acquisitions; (v) dispositions; (vi) economic factors; (vii) production. INSTRUCTIONS: (1) The reconciliation required under this Item 4.1 must be provided in respect of reserves estimated using forecast prices and costs, with the price and cost case indicated in the disclosure. (2) For the purpose of this Item 4.1, it is sufficient to provide the information in respect of the products specified in paragraph 2(b), excluding solution gas, natural gas liquids and other associated by-products. (3) The COGE Handbook provides guidance on the preparation of the reconciliation required under this Item 4.1. (4) Reporting issuers must not include infill drilling reserves in the category of technical revisions specified in clause 2(c)(ii). Reserves additions from infill drilling must be included in the category of extensions and improved recovery in clause 2(c)(i) (or, alternatively, in an additional separate category under paragraph 2(c) labelled “infill drilling”). (5) If the reporting issuer first became engaged in oil and gas activities only after the last day of its preceding financial year and no evaluation report in respect of its reserves as at that date is available to the reporting issuer, so that there is no opening data to be reconciled, the reporting issuer need not provide the reconciliation otherwise required under this Part but must disclose the reason for its absence. PART 5 ADDITIONAL INFORMATION RELATING TO RESERVES DATA Item 5.1 Undeveloped Reserves 1. For proved undeveloped reserves: (a) disclose for each product type the volumes of proved undeveloped reserves that were first attributed in each of the most recent three financial years; and (b) discuss generally the basis on which the reporting issuer attributes proved undeveloped reserves, its plans (including timing) for developing the proved undeveloped reserves and, if applicable, its reasons for deferring the development of particular proved undeveloped reserves beyond two years. 2. For probable undeveloped reserves: (a) disclose for each product type the volumes of probable undeveloped reserves that were first attributed in each of the most recent three financial years; and 1096 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) discuss generally the basis on which the reporting issuer attributes probable undeveloped reserves, its plans (including timing) for developing the probable undeveloped reserves and, if applicable, its reasons for deferring the development of particular probable undeveloped reserves beyond two years. INSTRUCTIONS (1) The phrase “first attributed” refers to the initial allocation of an undeveloped volume of oil or gas reserves by a reporting issuer. Only previously unassigned undeveloped volumes of oil or gas reserves may be included in the first attributed volumes for the applicable financial year. For example, if in 2011 a reporting issuer allocated by way of acquisition, discovery, extension and improved recovery 300 MMcf of proved undeveloped conventional natural gas reserves, that would be the first attributed volume for 2011. (2) The discussion of a reporting issuer’s plans for developing undeveloped reserves, or the reporting issuer’s reasons for deferring the development of undeveloped reserves, must enable a reasonable investor to assess the efforts made by the reporting issuer to convert undeveloped reserves to developed reserves. Item 5.2 Significant Factors or Uncertainties Affecting Reserves Data Identify and discuss significant economic factors or significant uncertainties that affect particular components of the reserves data. INSTRUCTIONS (1) A reporting issuer must, under this Item, include a discussion of any significant abandonment and reclamation costs, unusually high expected development costs or operating costs, or contractual obligations to produce and sell a significant portion of production at prices substantially below those which could be realized but for those contractual obligations. (2) If the information required by this Item is presented in the reporting issuer’s financial statements and notes thereto for the most recent financial year ended, the reporting issuer satisfies this Item by directing the reader to that presentation. Item 5.3 Future Development Costs 1. (a) Provide the information specified in paragraph 1(b) in respect of development costs deducted in the estimation of future net revenue attributable to each of the following reserves categories: (i) proved reserves (in total) estimated using forecast prices and costs; and (ii) proved plus probable reserves (in total) estimated using forecast prices and costs. (b) Disclose, by country, the amount of development costs estimated: (i) in total, calculated using no discount; and (ii) by year for each of the first five years estimated. 1097 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 2. Discuss the reporting issuer’s expectations as to: (a) the sources (including internally-generated cash flow, debt or equity financing, farm-outs or similar arrangements) and costs of funding for estimated future development costs; and (b) the effect of those costs of funding on disclosed reserves or future net revenue. 3. If the reporting issuer expects that the costs of funding referred to in section 2, could make development of a property uneconomic for that reporting issuer, disclose that expectation and its plans for the property. PART 6 OTHER OIL AND GAS INFORMATION Item 6.1 Oil and Gas Properties and Wells 1. Identify and describe generally the reporting issuer’s important properties, plants, facilities and installations: (a) identifying their location (province, territory or state if in Canada or the United States, and country otherwise); (b) indicating whether they are located onshore or offshore; (c) in respect of properties to which reserves have been attributed and which are capable of producing but which are not producing, disclosing how long they have been in that condition and discussing the general proximity of pipelines or other means of transportation; and (d) describing any statutory or other mandatory relinquishments, surrenders, back-ins or changes in ownership. 2. State, separately for oil wells and gas wells, the number of the reporting issuer’s producing wells and non-producing wells, expressed in terms of both gross wells and net wells, by location (province, territory or state if in Canada or the United States, and country otherwise). Item 6.2 Properties With No Attributed Reserves 1. For unproved properties disclose: (a) the gross area (acres or hectares) in which the reporting issuer has an interest; (b) the interest of the reporting issuer therein expressed in terms of net area (acres or hectares); (c) the location, by country; and (d) the existence, nature (including any bonding requirements), timing and cost (specified or estimated) of any work commitments. 2. Disclose, by country, the net area (acres or hectares) of unproved property for which the reporting issuer expects its rights to explore, develop and exploit to expire within one year. 1098 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) INSTRUCTION: If the reporting issuer holds interests in different formations under the same surface area pursuant to separate leases, disclose the method of calculating the gross and net area. A general description of the method of calculating the disclosed area will suffice. Item 6.2.1 Significant Factors or Uncertainties Relevant to Properties with No Attributed Reserves Identify and discuss significant economic factors or significant uncertainties that have affected or are reasonably expected to affect the anticipated development or production activities on properties with no attributed reserves. INSTRUCTIONS (1) A reporting issuer must, under this Item, include a discussion of any significant abandonment and reclamation costs, unusually high expected development costs or operating costs, or contractual obligations to produce and sell a significant portion of production at prices substantially below those which could be realized but for those contractual obligations. (2) If the information required by this Item is presented in the reporting issuer’s financial statements and notes thereto for the most recent financial year ended, the reporting issuer satisfies this Item by directing the reader to that presentation. Item 6.3 Forward Contracts 1. If the reporting issuer is bound by an agreement (including a transportation agreement), directly or through an aggregator, under which it may be precluded from fully realizing, or may be protected from the full effect of, future market prices for oil or gas, describe generally the agreement, discussing dates or time periods and summaries or ranges of volumes and contracted or reasonably estimated values. 2. A reporting issuer may satisfy the requirement in section 1 by including the information required by that section in its financial statements for the financial year ended on the effective date. 3. If the reporting issuer’s transportation obligations or commitments for future physical deliveries of oil or gas exceed the reporting issuer’s expected related future production from its proved reserves, estimated using forecast prices and costs and disclosed under Part 2, discuss such excess, giving information about the amount of the excess, dates or time periods, volumes and reasonably estimated value. Item 6.4 Repealed Item 6.5 Tax Horizon If the reporting issuer is not required to pay income taxes for its most recently completed financial year, discuss its estimate of when income taxes may become payable. 1099 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Item 6.6 Costs Incurred Disclose by country for the most recent financial year ended each of the following: (a) property acquisition costs, separately for proved properties and unproved properties; (b) exploration costs; (c) development costs. INSTRUCTION If the costs specified in paragraphs (a), (b) and (c) are presented in the reporting issuer’s financial statements and the notes to those statements for the most recent financial year ended, the reporting issuer satisfies this Item by directing the reader to that presentation. Item 6.7 Exploration and Development Activities 1. Disclose, by country and separately for exploratory wells and development wells: (a) the number of gross wells and net wells completed in the reporting issuer’s most recent financial year; and (b) for each category of wells for which information is disclosed under paragraph (a), the number completed as oil wells, gas wells, service wells and stratigraphic test wells and the number that were dry holes. 2. Describe generally the reporting issuer’s most important current and likely exploration and development activities, by country. Item 6.8 Production Estimates 1. Disclose, by country, for each product type, the volume of production estimated for the first year reflected in the estimates of gross proved reserves and gross probable reserves disclosed under Item 2.1. 2. If one field accounts for 20 percent or more of the estimated production disclosed under section 1, identify that field and disclose the volume of production estimated for the field for that year. Item 6.9 Production History 1. Disclose, for each quarter of its most recent financial year, by country for each product type: (a) the reporting issuer’s share of average gross daily production volume; and (b) as an average per unit of volume (for example, $/bbl or $/Mcf): (i) the prices received; (ii) royalties paid; (iii) production costs; and (iv) the resulting netback. 2. For each important field, and in total, disclose the reporting issuer’s production volumes for the most recent financial year, for each product type. 1100 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) INSTRUCTION: In providing information for each product type for the purpose of Item 6.9, it is not necessary to allocate among multiple product types attributable to a single well, reservoir or other reserves entity. It is sufficient to provide the information in respect of the principal product type attributable to the well, reservoir or other reserves entity. Resulting netbacks may be disclosed on the basis of units of equivalency between oil and gas (e.g. BOE) but if so that must be made clear and disclosure must comply with section 5.14 of NI 51-101. PART 7 OPTIONAL DISCLOSURE OF CONTINGENT RESOURCES DATA AND PROSPECTIVE RESOURCES DATA INSTRUCTIONS (1) A reporting issuer may disclose contingent resources data or prospective resources data in a statement of the reserves data and other information filed under item 1 of section 2.1 of NI 51-101, however, that data must only be disclosed as an appendix to that statement. (2) The following cautionary statement must be included in bold font and appear proximate to the risked net present value of future net revenue associated with contingent resources or prospective resources: An estimate of risked net present value of future net revenue of [contingent resources][and][prospective resources] is preliminary in nature and is provided to assist the reader in reaching an opinion on the merit and likelihood of the company proceeding with the required investment. It includes [contingent resources][and][prospective resources] that are considered too uncertain with respect to the [chance of development][and][chance of discovery] to be classified as reserves. There is uncertainty that the risked net present value of future net revenue will be realized. (3) A reporting issuer may not rely on subsection 5.9(3) of NI 51-101 for disclosure required to be included in this Part. (4) If a reporting issuer’s disclosure of contingent resources or prospective resources would, to a reasonable person, be misleading if not accompanied by an explanation of the reporting issuer’s ownership of or control over those resources, explain the nature of the reporting issuer’s ownership of or control over all contingent resources and prospective resources disclosed in the statement filed or to be filed under item 1 of section 2.1 of NI 51-101. (5) A reporting issuer’s disclosure respecting the value of prospective resources or contingent resources that are not in the development pending project maturity sub-class must be risked and must include an explanation of the factors considered respecting the chance of commerciality, which includes both chance of discovery and chance of development in the case of prospective resources and chance of development in the case of contingent resources. 1101 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 GUIDANCE (1) A reporting issuer is subject to sections 5.9 and 5.17 of NI 51-101 when providing disclosure of contingent resources data or prospective resources data in this Form. (2) A reporting issuer providing disclosure of contingent resources data or prospective resources data in this Form must have an evaluation process for contingent resources or prospective resources that (a) is at least as rigorous as would be the case for reserves data; and (b) is recognized as well-established in the oil and gas industry. (3) An evaluation process described in subsection (2) is not needed if a reasonable qualified evaluator or auditor would conclude that it is not necessary in the circumstances. (4) All public disclosure by reporting issuers is subject to the general prohibition against misleading statements. The disclosure of development on-hold, development unclarified or development not viable contingent resources, or prospective resources, in the statement of reserves data and other oil and gas information might be misleading where there is a significant degree of uncertainty and risk associated with those estimates. Item 7.1 Contingent Resources Data 1. If a reporting issuer discloses contingent resources in the statement filed under item 1 of section 2.1 of NI 51-101, the reporting issuer must disclose all of the following: (a) the risked 2C contingent resources volumes, gross and net, for each product type, and classified in each applicable project maturity sub-class; (b) if contingent resources in the development pending project maturity sub-class are disclosed, the risked net present value of future net revenue of the 2C contingent resources in the development pending project maturity sub-class, calculated using forecast prices and costs for each product type, before deducting future income taxes and using discount rates of 0 percent, 5 percent, 10 percent, 15 percent and 20 percent. 2. Disclose the numeric value of the chance of development risk and describe the method of all of the following: (a) quantifying the chance of development risk; (b) estimating the contingent resources adjusted for chance of development risk and the associated risked net present value of future net revenue. Item 7.2 Prospective Resources Data 1. If a reporting issuer discloses prospective resources in the statement filed under item 1 of section 2.1 of NI 51-101, disclose the best estimate prospective resources, gross and net, for each product type. 2. Disclose the numeric value of the chance of discovery and chance of development and describe the method of all of the following: (a) quantifying the chance of discovery and chance of development; (b) estimating the prospective resources adjusted for chance of discovery and chance of development. 1102 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) Item 7.3 Forecast Prices Used in Estimates 1. For each product type, disclose the pricing assumptions used in estimating contingent resources data and prospective resources data disclosed in response to Item 7.1 for each of the five years following the most recently completed financial year. 2. The disclosure in response to section 1 must include the benchmark reference pricing schedules for the countries or regions in which the reporting issuer operates, and inflation and other forecast factors used. 3. The pricing assumptions included in section 1 must be the same as the pricing assumptions disclosed in response to Part 3 of this Form 51-101F1. INSTRUCTIONS (1) Benchmark reference prices may be obtained from sources such as public product trading exchanges or prices posted by purchasers. (2) The defined term ‘forecast prices and costs’ includes any fixed or presently determinable future prices or costs to which the reporting issuer is legally bound by a contractual or other obligation to supply a physical product, including those for an extension period of a contract that is likely to be extended. Such contractually committed prices must be used, instead of benchmark reference prices for the purpose of estimating contingent resources data and prospective resources data, unless a reasonable investor would find the use those contractually committed prices misleading. Item 7.4 Supplemental Contingent Resources Data The reporting issuer may supplement its disclosure of contingent resources data under Item 7.1 by also disclosing estimates of contingent resources together with estimates of associated risked net present value of future net revenue, determined using constant prices and costs rather than forecast prices and costs for each applicable product type. 1103 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 51-101F2 REPORT ON [RESERVES DATA][,][CONTINGENT RESOURCES DATA] [AND] [PROSPECTIVE RESOURCES DATA] BY INDEPENDENT QUALIFIED RESERVES EVALUATOR OR AUDITOR This is the form referred to in item 2 of section 2.1 of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). 1. Terms to which a meaning is ascribed in NI 51-101 have the same meaning in this form. 2.

The report on reserves data, contingent resources data or prospective resources data, if applicable, referred to in item 2 of section 2.1 of NI 51-101, to be executed by one or more qualified reserves evaluators or auditors independent of the reporting issuer, must in all material respects be in the following form: Report on [Reserves Data]][,][Contingent Resources Data][and][Prospective Resources Data] by Independent Qualified Reserves Evaluator or Auditor To the board of directors of [name of reporting issuer] (the “Company”): 1. We have [audited][,][and][evaluated][or reviewed] the Company’s [reserves data][,][contingent resources data][and][prospective resources data] as at [last day of the reporting issuer’s most recently completed financial year]. [If the Company has reserves, include the following sentence: The reserves data are estimates of proved reserves and probable reserves and related future net revenue as at [last day of the reporting issuer’s most recently completed financial year], estimated using forecast prices and costs.] [If the Company has disclosed contingent resources data or prospective resources data, include the following sentence: The [contingent resources data] [and] [prospective resources data] are risked estimates of volume of [contingent resources][and][prospective resources] and related risked net present value of future net revenue as at [last day of the reporting issuer’s most recently completed financial year], estimated using forecast prices and costs.] 2. The [reserves data][,][contingent resources data][and][prospective resources data] are the responsibility of the Company’s management. Our responsibility is to express an opinion on the [reserves data][,][contingent resources data][and] [prospective resources data] based on our [audit][,][and][evaluation][and review]. We carried out our [audit][,][and][evaluation][and review] in accordance with standards set out in the Canadian Oil and Gas Evaluation Handbook as amended from time to time (the “COGE Handbook”) maintained by the Society of Petroleum Evaluation Engineers (Calgary Chapter). 3. Those standards require that we plan and perform an [audit][,][and][evaluation] [and review] to obtain reasonable assurance as to whether the [reserves data][,] [contingent resources data][and][prospective resources data] are free of material misstatement. An [audit][,][and][evaluation] [and review] also includes assessing whether the [reserves data] [,][contingent resources data][and][prospective resources data] are in accordance with principles and definitions presented in the COGE Handbook. 1104 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 4. [If the Company has reserves, include this paragraph:] The following table shows the net present value of future net revenue (before deduction of income taxes) attributed to proved plus probable reserves, estimated using forecast prices and costs and calculated using a discount rate of 10 percent, included in the reserves data of the Company [audited][,][and][evaluated][and reviewed] for the year ended [last day of the reporting issuer’s most recently completed financial year], and identifies the respective portions thereof that we have [audited][,][and] [evaluated] [and reviewed] and reported on to the Company’s [management/board of directors]: Net Present Value of Future Net Revenue (before Effective Location of income taxes, 10% discount rate) Date of Reserves Independent [Audit/ (Country Qualified Reserves Evaluation/ or Foreign Evaluator or Review] Geographic Auditor Report Area) Audited Evaluated Reviewed Total Evaluator A xxx xx, 20xx Xxxx $xxx $xxx $xxx $xxx Evaluator B xxx xx, 20xx Xxxx $xxx $xxx $xxx $xxx Totals $xxx $xxx $xxx $xxx 5. [If the Company has disclosed contingent resources data or prospective resources data, include this paragraph and the tables:] The following tables set forth the risked volume and risked net present value of future net revenue of [contingent resources][and][prospective resources] (before deduction of income taxes) attributed to [contingent resources][and][prospective resources], estimated using forecast prices and costs and calculated using a discount rate of 10%, included in the Company’s statement prepared in accordance with Form 51-101F1 and identifies the respective portions of the [contingent resources data][and][prospective resources data] that we have [audited][and][evaluated] and reported on to the Company’s [management/ board of directors]: Risked Net Present Value of Future Net Revenue Location of (before income taxes, 10% Resources discount rate) Other than Independent Effective Reserves Qualified Date of (Country Reserves [Audit/ or Foreign Evaluator Evaluation] Geographic Risked Classification or Auditor Report Area) Volume Audited Evaluated Total Development Pending Evaluator xxx xx, 20xx xxxx xxx $xxx $xxx $xxx Contingent Resources (2C) 1105 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 Location of Independent Resources Other Qualified than Reserves Reserves Effective Date of (Country Evaluator or [Audit/Evaluation] or Foreign Risked Classification Auditor Report Geographic Area) Volume Prospective Evaluator xxx xx, 20xx xxxx xxx Resources Contingent Evaluator xxx xx, 20xx xxxx xxx Resources [project maturity sub-classes other than Development Pending] 6. In our opinion, the [reserves data][,][contingent resources data][and][prospective resources data] respectively [audited][and][evaluated] by us have, in all material respects, been determined and are in accordance with the COGE Handbook, consistently applied. We express no opinion on the [reserves data][,][contingent resources data] [and] [prospective resources data] that we reviewed but did not audit or evaluate. 7. We have no responsibility to update our reports referred to in paragraph[s] [4] [and][4.1] for events and circumstances occurring after the effective date of our reports. 8. Because the [reserves data][,][contingent resources data][and][prospective resources data] are based on judgements regarding future events, actual results will vary and the variations may be material. Executed as to our report referred to above: Evaluator A, City, Province or State / Country, Execution Date ________________ [signed] Evaluator B, City, Province or State / Country, Execution Date _________________ [signed] 1106 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 51-101F3 REPORT OF MANAGEMENT AND DIRECTORS ON OIL AND GAS DISCLOSURE This is the form referred to in item 3 of section 2.1 of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). 1. Terms to which a meaning is ascribed in NI 51-101 have the same meaning in this form. 2. The report referred to in item 3 of section 2.1 of NI 51-101 must in all material respects be in the following form: Report of Management and Directors on Reserves Data and Other Information Management of [name of reporting issuer] (the ‘Company’) are responsible for the preparation and disclosure of information with respect to the Company’s oil and gas activities in accordance with securities regulatory requirements. This information includes reserves data [and includes, if disclosed in the statement required by item 1 of section 2.1 of NI 51-101, other information such as contingent resources data or prospective resources data]. [Alternative A: Reserves Data to Report or Contingent Resources Data or Prospective Resources Data to Report] [An] independent [qualified reserves evaluator[s] or qualified reserves auditor[s]] [has/have] [audited][,][and][evaluated][and reviewed] the Company’s [reserves data] [,][contingent resources data][and][prospective resources data]. The report of the independent [qualified reserves evaluator[s] or qualified reserves auditor[s] ] [is presented below / will be filed with securities regulatory authorities concurrently with this report]. The [Reserves Committee of the] board of directors of the Company has (a) reviewed the Company’s procedures for providing information to the independent [qualified reserves evaluator[s] or qualified reserves auditor[s]]; (b) met with the independent [qualified reserves evaluator[s] or qualified reserves auditor[s]] to determine whether any restrictions affected the ability of the independent [qualified reserves evaluator[s] or qualified reserves auditor[s]] to report without reservation [and, in the event of a proposal to change the independent [qualified reserves evaluator[s] or qualified reserves auditor[s]], to inquire whether there had been disputes between the previous independent [qualified reserves evaluator[s] or qualified reserves auditor[s] and management]]; and (c) reviewed the [reserves data][,][contingent resources data][and][prospective resources data] with management and the independent [qualified reserves evaluator[s] or qualified reserves auditor[s]]. 1107 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 The [Reserves Committee of the] board of directors has reviewed the Company’s procedures for assembling and reporting other information associated with oil and gas activities and has reviewed that information with management. The board of directors has [, on the recommendation of the Reserves Committee,] approved (a) the content and filing with securities regulatory authorities of Form 51-101F1 containing [reserves data][,][contingent resources data][and][prospective resources data] and other oil and gas information; (b) the filing of Form 51-101F2 which is the report of the independent [qualified reserves evaluator[s] or qualified reserves auditor[s]] on the reserves data, contingent resources data, or prospective resources data; and (c) the content and filing of this report. Because the [reserves data][,][contingent resources data][and][prospective resources data] are based on judgements regarding future events, actual results will vary and the variations may be material. [Alternative B: No Reserves to Report and No Resources Other than Reserves to Report] The [Reserves Committee of the] board of directors of the Company has reviewed the oil and gas activities of the Company and has determined that the Company had no reserves as of [last day of the reporting issuer’s most recently completed financial year]. An independent qualified reserves evaluator or qualified reserves auditor has not been retained to evaluate the Company’s reserves data. No report of an independent qualified reserves evaluator or qualified reserves auditor will be filed with securities regulatory authorities with respect to the financial year ended on [last day of the reporting issuer’s most recently completed financial year]. The [Reserves Committee of the] board of directors has reviewed the Company’s procedures for assembling and reporting other information associated with oil and gas activities and has reviewed that information with management. The board of directors has [, on the recommendation of the Reserves Committee,] approved (a) the content and filing with securities regulatory authorities of Form 51-101F1 containing information detailing the Company’s oil and gas activities; and (b) the content and filing of this report. _______________________________________________________________________ [signature, name and title of chief executive officer] _______________________________________________________________________ [signature, name and title of an officer other than the chief executive officer] _______________________________________________________________________ [signature, name of a director] _______________________________________________________________________ [signature, name of a director] [Date] 1108 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 51-101F4 NOTICE OF FILING OF 51-101F1 INFORMATION This is the form referred to in section 2.3 of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). On [date of SEDAR+ Filing], [name of reporting issuer] filed its reports under section 2.1 of NI 51-101, which can be found [describe where a copy of the filed information can be found for viewing by electronic means (for example, in the company’s annual information form under the company’s profile on SEDAR at www.sedarplus.com)] FORM 51-101F5 NOTICE OF CEASING TO ENGAGE IN OIL AND GAS ACTIVITIES This is the form referred to in section 6.2 of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). 1. Terms to which a meaning is ascribed in NI 51-101 have the same meaning in this form. 2. The notice referred to in section 6.2 of NI 51-101 must in all material respects be in the following form: Notice of Ceasing to Engage in Oil and Gas Activities Management and the board of directors of [name of reporting issuer] (the “Company”) have determined that as of [date] the Company is no longer engaged, directly or indirectly, in oil and gas activities. _______________________________________________________________________ [signature, name and title of chief executive officer] _______________________________________________________________________ [signature, name and title of an officer other than the chief executive officer] _______________________________________________________________________ [signature, name of a director] _______________________________________________________________________ [signature, name of a director] [Date] 13 Mar 2015 SR 17/2015 s4; 30 Jne 2023 SR 47/2023 s13. PART XXXII [clause 2(ff)] NATIONAL INSTRUMENT 55-103 INSIDER REPORTING FOR CERTAIN DERIVATIVE TRANSACTIONS (EQUITY MONETIZATION) Repealed. 19 Mar 2010 SR 11/2010 s6. 1109 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XXXIII [clause 2(gg)] NATIONAL INSTRUMENT 52-108 AUDITOR OVERSIGHT PART 1 DEFINITIONS AND APPLICATION 1 Definitions - In this Instrument: “CPAB” means the Canadian Public Accountability Board/Conseil canadien sur la reddition de comptes, incorporated as a corporation without share capital under the Canada Corporations Act by Letters Patent dated April 15, 2003; “CPAB rules” means the rules and bylaws of CPAB, as amended from time to time; “participating audit firm” means a public accounting firm that has entered into a participation agreement and that has not had its participant status terminated or, if its participant status was terminated, the status has been reinstated by CPAB; “participation agreement” means a written agreement between CPAB and a public accounting firm in connection with CPAB’s program of practice inspections and the establishment of practice requirements; “professional standards” means the standards, as amended from time to time, listed in section 300 of CPAB rules that are applicable to participating audit firms; “public accounting firm” means a person or company engaged in the business of providing the services of a public accountant. PART 2 AUDITOR OVERSIGHT 2 Public Accounting Firms - A public accounting firm that prepares an auditor’s report with respect to the financial statements of a reporting issuer must be, as of the date of the auditor’s report: (a) a participating audit firm; (b) in compliance with any remedial action referred to in subsection 5(1); and (c) in compliance with the notice requirements of subsections 5(1) and (2). 3 Notice to Reporting Issuer if Public Accounting Firm Not in Compliance (1) If a public accounting firm has been appointed to prepare an auditor’s report with respect to the financial statements of a reporting issuer and, at any time before signing the auditor’s report, the public accounting firm is not in compliance with the requirements of paragraphs 2(a), (b) or (c), the public accounting firm must deliver to the reporting issuer a notice in writing that it is not in compliance within 2 business days of first becoming aware of its non-compliance. (2) A public accounting firm that previously delivered a notice to a reporting issuer under subsection (1) must not notify the reporting issuer that it is in compliance with paragraph 2(a), (b) or (c) unless the public accounting firm has been informed in writing by CPAB that the circumstances that gave rise to the notice no longer apply. (3) A public accounting firm must deliver a copy of a notice required under this section to CPAB on the same day that the notice is delivered to the reporting issuer. 1110 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 4 Reporting Issuers - A reporting issuer that files its financial statements accompanied by an auditor’s report must have the auditor’s report prepared by a public accounting firm that, as of the date of the auditor’s report: (a) is a participating audit firm; and (b) has not delivered to the reporting issuer a notice under subsection 3(1) or, if it has delivered to the reporting issuer a notice under subsection 3(1), the public accounting firm has notified the reporting issuer that the circumstances that gave rise to the notice no longer apply. PART 3 NOTICE 5 Notice of Remedial Action to the Regulator or the Securities Regulatory Authority (1) A participating audit firm appointed to prepare an auditor’s report with respect to the financial statements of a reporting issuer must deliver a notice to the regulator or, in Quebec, the securities regulatory authority, if any of the following occurs: (a) CPAB notifies the participating audit firm in writing that it requires the participating audit firm to take one or more of the following remedial actions: (i) terminate an audit engagement; (ii) engage an independent monitor to observe and report to CPAB on the participating audit firm’s compliance with professional standards; (iii) engage an external reviewer or supervisor to oversee the work of the participating audit firm; (iv) limit the type or number of new reporting issuer audit clients the participating audit firm may accept; (b) CPAB notifies the participating audit firm in writing that it must disclose to the regulator or, in Quebec, the securities regulatory authority, any remedial action not referred to in paragraph (a); (c) CPAB publicly discloses a remedial action with which the participating audit firm must comply. (2) The notice required under subsection (1) must be in writing and must include all of the following: (a) how the participating audit firm failed to comply with professional standards; (b) the name of each reporting issuer whose audit file was referred to by CPAB in its communications with the participating audit firm as the basis, in whole or in part, for CPAB’s conclusion that the participating audit firm failed to comply with professional standards; (c) each remedial action that CPAB imposed on the participating audit firm, as described by CPAB; (d) the time period within which the participating audit firm must comply with each remedial action, as described by CPAB. 1111 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (3) A participating audit firm must deliver the notice required under subsection (2) to the regulator or, in Quebec, the securities regulatory authority, no later than 2 business days after the date that CPAB notifies the participating audit firm that it must comply with any remedial action under paragraph (1)(a), (b) or (c). (4) The participating audit firm must deliver a copy of a notice required under this section to CPAB on the same day that the notice is delivered to the regulator or, in Quebec, the securities regulatory authority. 6 Additional Notice Relating to Defects in the System of Quality Control (1) If CPAB required a participating audit firm to comply with any remedial action relating to a defect in the participating audit firm’s system of quality control, and CPAB notifies the participating audit firm in writing that it has failed to address the defect in its system of quality control to the satisfaction of CPAB within the time period required by CPAB, the participating audit firm must deliver a notice to all of the following: (a) for each reporting issuer for which the participating audit firm is appointed to prepare an auditor’s report: (i) the audit committee; or (ii) if the reporting issuer does not have an audit committee, the person or company responsible for reviewing and approving the reporting issuer’s financial statements before they are filed; (b) the regulator or, in Quebec, the securities regulatory authority. (2) The notice required under subsection (1) must be in writing and must describe all of the following: (a) the defect in the participating audit firm’s system of quality control identified by CPAB; (b) the remedial action imposed by CPAB, including the date the remedial action was imposed and the time period within which CPAB required the participating audit firm to address the defect in its system of quality control; (c) why the participating audit firm failed to address the defect in its system of quality control within the time period required by CPAB. (3) A participating audit firm must deliver the notice required under subsection (1) no later than 10 business days after the participating audit firm received notice from CPAB in writing that the participating audit firm failed to address the defect in its system of quality control within the time period required by CPAB. (4) The participating audit firm must deliver a copy of a notice required under this section to CPAB on the same day the notice is delivered to the regulator or, in Quebec, the securities regulatory authority. 7 Notice Before New Appointment (1) A participating audit firm that is seeking an appointment to prepare an auditor’s report with respect to the financial statements for a financial year of a reporting issuer must deliver a notice to the reporting issuer’s audit committee or, if the reporting issuer does not have an audit committee, the person or company responsible for reviewing and approving the reporting issuer’s financial statements before they are filed, if: 1112 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) the participating audit firm did not audit the financial statements of the reporting issuer for the immediately preceding financial year; and (b) CPAB informed the participating audit firm within the preceding 12-month period that the participating audit firm failed to address a defect in its system of quality control to the satisfaction of CPAB. (2) The notice required under subsection (1) must be in writing and include the information referred to in subsection 6(2). PART 3.1 SIGNIFICANT COMPONENT AUDITOR’S WORKING PAPERS 7.1 Definitions - In this Part, “component” has the same meaning ascribed to it in Canadian GAAS; “component auditor” has the same meaning ascribed to it in Canadian GAAS; “CPAB access agreement” means a written agreement between CPAB and a significant component auditor governing access by CPAB to the significant component auditor’s records related to audit work the significant component auditor has performed in relation to a component of a reporting issuer; “CPAB access-limitation notice” means a written notice issued by CPAB that a significant component auditor has failed to provide CPAB with access to the significant component auditor’s records related to audit work the significant component auditor has performed in relation to a component of a reporting issuer; “CPAB no-access notice” means a written notice issued by CPAB that a significant component auditor has failed to enter into a CPAB access agreement; “significant component auditor” means, with respect to a financial period of a reporting issuer, a component auditor that performs audit work involving financial information related to a component of the reporting issuer if the reporting issuer has the power to direct the component on its own or jointly with another person or company and if any of the following apply: (a) the number of hours spent by the component auditor performing audit work in respect of the financial period is 20% or more of the total hours spent on the audit of the reporting issuer’s financial statements relating to that period; (b) the amount of fees paid to the component auditor for audit work in respect of the financial period is 20% or more of the total fees paid for the audit of the reporting issuer’s financial statements relating to that period; (c) both of the following apply: (i) the assets or revenues of the component are 20% or more of the reporting issuer’s consolidated assets at the end of the financial period or the reporting issuer’s consolidated revenues for that period; (ii) the number of hours spent by the component auditor performing audit work in respect of the financial period exceeds 50% of the total hours spent on audit work relating to the component in connection with the audit of the reporting issuer’s financial statements relating to that period. 1113 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 7.2 Reporting Issuer to Permit Provision of Access (1) If an audit of a reporting issuer’s financial statements for a financial period involves audit work performed by a significant component auditor for the financial period, the reporting issuer must give notice in writing to the significant component auditor that the reporting issuer permits the significant component auditor to provide CPAB with access to the significant component auditor’s records relating to that audit work if that access is requested by CPAB. (2) The notice referred to in subsection (1) must be given on or before the date of the auditor’s report on the reporting issuer’s financial statements referred to in subsection (1). 7.3 Failure to Voluntarily Provide CPAB with Access to a Significant Component Auditor’s Records (1) If a participating audit firm receives a CPAB access-limitation notice, the participating audit firm must, not more than 5 business days after receipt of the notice, deliver a copy of the notice to all of the following: (a) the reporting issuer identified in the notice; (b) the audit committee of that reporting issuer; (c) the regulator or securities regulatory authority for that reporting issuer. (2) If a reporting issuer receives a copy of a CPAB access-limitation notice with respect to a significant component auditor, the reporting issuer must, not more than 5 business days following the receipt of the copy of the notice, give notice in writing to the significant component auditor that the reporting issuer permits the significant component auditor to enter into a CPAB access agreement. 7.4 Failure of a Significant Component Auditor to Enter into a CPAB Access Agreement if Requested to Do So (1) If a participating audit firm receives a CPAB no-access notice, the participating audit firm must, not more than 15 business days after receipt of the notice, deliver a copy of the notice to all of the following: (a) each reporting issuer audited by the participating audit firm if the public accounting firm identified in the notice was a significant component auditor for the reporting issuer’s most recently completed financial period for which an auditor’s report has been issued; (b) the audit committee of each reporting issuer referred to in paragraph (a); (c) the regulator or securities regulatory authority for each reporting issuer referred to in paragraph (a). (2) If a participating audit firm receives a CPAB no-access notice, the participating audit firm must not, (a) subject to subsection (3), use the public accounting firm referred to in the notice as a significant component auditor in respect of an audit of any reporting issuer’s financial statements for a financial period ending more than 180 days after the date of the notice, or 1114 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) in respect of an audit of a reporting issuer’s financial statements for a period ending more than 180 days after the date of the notice, use any other public accounting firm as a significant component auditor in respect of a component of the reporting issuer, if audit work in the current or preceding year was done by the public accounting firm referred to in the notice, unless the other public accounting firm satisfies one or both of the following and delivers a notice stating that fact to the participating audit firm and CPAB at least 90 days before the participating audit firm issues its auditor’s report in respect of the audit: (i) the other public accounting firm gives an undertaking to CPAB in writing to provide CPAB with prompt access to its records relating to audit work performed on financial information related to the component of the reporting issuer; (ii) the other public accounting firm has entered into a CPAB access agreement in respect of the reporting issuer. (3) Paragraph (2)(a) does not apply to a participating audit firm in respect of a financial period of a reporting issuer ending more than 180 days after the date of the notice if (a) CPAB has notified the participating audit firm that the significant component auditor has entered into a CPAB access agreement in respect of the reporting issuer before the participating audit firm issues its auditor’s report in respect of the financial period, and (b) CPAB has not, before the participating audit firm issues its auditor’s report in respect of the financial period, notified the participating audit firm that the significant component auditor has [withdrawn from the CPAB access agreement referred to in paragraph (a). 7.5 Application in Québec - In Québec, the requirements in section 7.2 and subsection 7.3(2) apply to a reporting issuer, provided that an agreement referred to in section 9 of the Chartered Professional Accountants Act (chapter C-48.1) is entered into. PART 4 EXEMPTION 8 Exemption (1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions and 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 NI 14-101 opposite the name of the local jurisdiction. PART 5 EFFECTIVE DATE 9 Effective Date - This Instrument comes into force on September 30, 2014. 15 Aug 2014 SR 71/2014 s4; 18 Mar 2022 SR 7/2022 s3. 1115 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XXXIV [clause 2(hh)] NATIONAL INSTRUMENT 52-109 CERTIFICATION OF DISCLOSURE IN ISSUERS’ ANNUAL AND INTERIM FILINGS PART 1 DEFINITIONS AND APPLICATION 1.1 Definitions – In this Instrument: (a) “AIF” has the meaning ascribed to it in NI 51-102; (b) “accounting principles” has the meaning ascribed to it in NI 52-107; (c) “annual certificate” means the certificate required to be filed under Part 4 or section 6.1; (d) “annual filings” means an issuer’s AIF, if any, its annual financial statements and its annual MD&A filed under securities legislation for a financial year, including, for greater certainty, all documents and information that are incorporated by reference in the AIF; (e) “annual financial statements” means the annual financial statements required to be filed under NI 51-102; (f) “certifying officer” means each chief executive officer and each chief financial officer of an issuer, or in the case of an issuer that does not have a chief executive officer or a chief financial officer, each individual performing similar functions to those of a chief executive officer or chief financial officer; (f.1) “CSE senior tier” has the same meaning ascribed to ‘senior tier’ in section 1.3 of the listing rules of the Canadian Securities Exchange, as amended from time to time; (g) “DC&P” means disclosure controls and procedures; (h) “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in the securities legislation and include controls and procedures designed to ensure that information required to be disclosed by an issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is accumulated and communicated to the issuer’s management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosure; (i) “financial period” means a financial year or an interim period; (j) “ICFR” means internal control over financial reporting; 1116 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (k) “internal control over financial reporting” means a process designed by, or under the supervision of, an issuer’s certifying officers, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (ii) are designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the issuer’s GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (iii) are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the annual financial statements or interim financial statements; (l) “interim certificate” means the certificate required to be filed under Part 5 or section 6.2; (m) “interim filings” means an issuer’s interim financial statements and its interim MD&A filed under securities legislation for an interim period; (n) “interim financial statements” means the interim financial statements required to be filed under NI 51-102; (o) “interim period” has the meaning ascribed to it in NI 51-102; (p) “issuer’s GAAP” has the meaning ascribed to it in NI 52-107; (q) “marketplace” has the meaning ascribed to it in National Instrument 21-101 Marketplace Operation; (r) “material weakness” means a deficiency, or a combination of deficiencies, in ICFR such that there is a reasonable possibility that a material misstatement of the reporting issuer’s annual or interim financial statements will not be prevented or detected on a timely basis; (s) “MD&A” has the meaning ascribed to it in NI 51-102; (t) “NI 51-102” means National Instrument 51-102 Continuous Disclosure Obligations; (u) “NI 52-107” means National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency; (v) “non-venture issuer” means a reporting issuer that is not a venture issuer; 1117 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (w) “proportionately consolidated entity” means an entity in which an issuer has an interest that is accounted for by combining, on a line-by-line basis, the issuer’s pro rata share of each of the assets, liabilities, revenues and expenses of the entity with similar items in the issuer’s financial statements; (x) “reverse takeover” has the meaning ascribed to it in NI 51-102; (y) “reverse takeover acquiree” has the meaning ascribed to it in NI 51-102; (z) “reverse takeover acquirer” has the meaning ascribed to it in NI 51-102; (aa) “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002 of the United States of America, Pub.L. 107-204, 116 Stat. 745 (2002), as amended from time to time; (bb) “SOX 302 Rules” means U.S. federal securities laws implementing the annual report certification requirements in section 302(a) of the Sarbanes- Oxley Act; (cc) “SOX 404 Rules” means U.S. federal securities laws implementing the internal control report requirements in sections 404(a) and (b) of the Sarbanes-Oxley Act; (dd) “U.S. marketplace” has the meaning ascribed to it in NI 51-102; (ee) “variable interest entity” has the meaning ascribed to it in the issuer’s GAAP; and (ff) “venture issuer” means a reporting issuer that, as at the end of the period covered by the annual or interim filings, as the case may be, (i) 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 (ii) was not a CSE senior tier issuer. 1.2 Application (1) This Instrument applies to a reporting issuer other than an investment fund. (2) This Instrument applies in respect of annual filings and interim filings for financial periods ending on or after December 15, 2008. PART 2 CERTIFICATION OBLIGATION 2.1 Certifying officers’ certification obligation – Each certifying officer must certify the matters prescribed by the required form that must be filed under Part 4 or Part 5. PART 3 DC&P AND ICFR 3.1 Establishment and maintenance of DC&P and ICFR – A non-venture issuer must establish and maintain DC&P and ICFR. 1118 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3.2 MD&A disclosure of material weakness – Despite section 3.1, if a non-venture issuer determines that it has a material weakness which exists as at the end of the period covered by its annual or interim filings, as the case may be, it must disclose in its annual or interim MD&A for each material weakness: (a) a description of the material weakness; (b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and (c) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. 3.3 Limitations on scope of design (1) Despite section 3.1, a non-venture issuer may limit its design of DC&P or ICFR to exclude controls, policies and procedures of: (a) subject to subsection (3), a proportionately consolidated entity or a variable interest entity in which the issuer has an interest; or (b) subject to subsection (4), a business that the issuer acquired not more than 365 days before the end of the financial period to which the certificate relates. (2) An issuer that limits its design of DC&P or ICFR under subsection (1) must disclose in its MD&A: (a) the limitation; and (b) summary financial information about the proportionately consolidated entity, variable interest entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements. (3) An issuer must not limit its design of DC&P or ICFR under paragraph (1)(a) except where the certifying officers would not have a reasonable basis for making the representations in the annual or interim certificates because they do not have sufficient access to a proportionately consolidated entity or variable interest entity, as applicable, to design and evaluate controls, policies and procedures carried out by that entity. (4) An issuer must not limit its design of DC&P or ICFR under paragraph (1)(b) except in the case of: (a) an annual certificate relating to the financial year in which the issuer acquired the business; and (b) an interim certificate relating to the first, second or third interim period ending on or after the date the issuer acquired the business. 3.4 Use of a control framework for the design of ICFR (1) A non-venture issuer must use a control framework to design the issuer’s ICFR. (2) If a venture issuer files a Form 52-109F1 or Form 52-109F2 for a financial period, the venture issuer must use a control framework to design the issuer’s ICFR. 1119 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 4 CERTIFICATION OF ANNUAL FILINGS 4.1 Requirement to file (1) A reporting issuer must file a separate annual certificate in the wording prescribed by the required form: (a) for each individual who, at the time of filing the annual certificate, is a certifying officer; and (b) signed by the certifying officer. (2) A reporting issuer must file a certificate required under subsection (1) on the later of the dates on which it files the following: (a) its AIF if it is required to file an AIF under NI 51-102; or (b) its annual financial statements and annual MD&A. (3) If a venture issuer voluntarily files an AIF for a financial year after it has filed its annual financial statements, annual MD&A and annual certificates for the financial year, the venture issuer must file on the same date that it files its AIF a separate annual certificate in the wording prescribed by the required form: (a) for each individual who, at the time of filing the annual certificate, is a certifying officer; and (b) signed by the certifying officer. (4) A reporting issuer must file a certificate required under subsection (1) or (3) separately from the documents to which the certificate relates. 4.2 Required form of annual certificate (1) The required form of annual certificate under subsection 4.1(1) is: (a) Form 52-109F1, in the case of an issuer that is a non-venture issuer; and (b) Form 52-109FV1, in the case of an issuer that is a venture issuer. (2) Despite subsection (1)(b), a venture issuer may file Form 52-109F1 in the wording prescribed by that Form instead of Form 52-109FV1 for a financial year. (3) The required form of annual certificate under subsection 4.1(3) is Form 52-109F1 – AIF. 4.3 Alternative form of annual certificate for first financial period after initial public offering – Despite subsection 4.2(1), an issuer may file an annual certificate in Form 52-109F1 – IPO/RTO for the first financial year that ends after the issuer becomes a reporting issuer if: (a) the issuer becomes a reporting issuer by filing a prospectus; and (b) the first financial period that ends after the issuer becomes a reporting issuer is a financial year. 4.4 Alternative form of annual certificate for first financial period after certain reverse takeovers – Despite subsection 4.2(1), an issuer may file an annual certificate in Form 52-109F1 – IPO/RTO for the first financial year that ends after the completion of a reverse takeover if: (a) the issuer is the reverse takeover acquiree in the reverse takeover; 1120 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (b) the reverse takeover acquirer was not a reporting issuer immediately before the reverse takeover; and (c) the first financial period that ends after the completion of the reverse takeover is a financial year. 4.5 Alternative form of annual certificate for first financial period after becoming a non-venture issuer – Despite subsection 4.2(1), an issuer may file an annual certificate in Form 52-109F1 – IPO/RTO for the first financial year that ends after the issuer becomes a non-venture issuer if the first financial period that ends after the issuer becomes a non-venture issuer is a financial year. 4.6 Exception for new reporting issuers – Despite section 4.1, a reporting issuer does not have to file an annual certificate relating to: (a) the annual financial statements required under section 4.7 of NI 51-102 for financial years that ended before the issuer became a reporting issuer; or (b) the annual financial statements for a reverse takeover acquirer required under section 4.10 of NI 51-102 for financial years that ended before the completion of the reverse takeover. PART 5 CERTIFICATION OF INTERIM FILINGS 5.1 Requirement to file (1) A reporting issuer must file a separate interim certificate in the wording prescribed by the required form: (a) for each individual who, at the time of filing the interim certificate, is a certifying officer; and (b) signed by the certifying officer. (2) A reporting issuer must file a certificate required under subsection (1) on the same date that the issuer files its interim filings. (3) A reporting issuer must file a certificate required under subsection (1) separately from the documents to which the certificate relates. 5.2 Required form of interim certificate (1) The required form of interim certificate under subsection 5.1(1) is: (a) Form 52-109F2, in the case of an issuer that is a non-venture issuer; and (b) Form 52-109FV2, in the case of an issuer that is a venture issuer. (2) Despite subsection (1)(b), a venture issuer may file Form 52-109F2 in the wording prescribed by that Form instead of Form 52-109FV2 for an interim period. 5.3 Alternative form of interim certificate for first financial period after initial public offering – Despite subsection 5.2(1), an issuer may file an interim certificate in Form 52-109F2 – IPO/RTO for the first interim period that ends after the issuer becomes a reporting issuer if: (a) the issuer becomes a reporting issuer by filing a prospectus; and (b) the first financial period that ends after the issuer becomes a reporting issuer is an interim period. 1121 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 5.4 Alternative form of interim certificate for first financial period after certain reverse takeovers – Despite subsection 5.2(1), an issuer may file an interim certificate in Form 52-109F2 – IPO/RTO for the first interim period that ends after the completion of a reverse takeover if: (a) the issuer is the reverse takeover acquiree in the reverse takeover; (b) the reverse takeover acquirer was not a reporting issuer immediately before the reverse takeover; and (c) the first financial period that ends after the completion of the reverse takeover is an interim period. 5.5 Alternative form of interim certificate for first financial period after becoming a non-venture issuer – Despite subsection 5.2(1), an issuer may file an interim certificate in Form 52-109F2 – IPO/RTO for the first interim period that ends after the issuer becomes a non-venture issuer if the first financial period that ends after the issuer becomes a non-venture issuer is an interim period. 5.6 Exception for new reporting issuers – Despite section 5.1, a reporting issuer does not have to file an interim certificate relating to: (a) the interim financial statements required under section 4.7 of NI 51-102 for interim periods that ended before the issuer became a reporting issuer; or (b) the interim financial statements for a reverse takeover acquirer required under section 4.10 of NI 51-102 for interim periods that ended before the completion of the reverse takeover. PART 60 REFILED FINANCIAL STATEMENTS, MD&A OR AIF 6.1 Refiled annual financial statements, annual MD&A or AIF – If an issuer refiles its annual financial statements, annual MD&A or AIF for a financial year, it must file separate annual certificates for that financial year in Form 52-109F1R on the date that it refiles the annual financial statements, annual MD&A or AIF, as the case may be. 6.2 Refiled interim financial statements or interim MD&A – If an issuer refiles its interim financial statements or interim MD&A for an interim period, it must file separate interim certificates for that interim period in Form 52-109F2R on the date that it refiles the interim financial statements or interim MD&A, as the case may be. PART 7 GENERAL REQUIREMENTS FOR CERTIFICATES 7.1 Dating of certificates – A certifying officer must date a certificate filed under this Instrument the same date the certificate is filed.

7.2 French or English (1) A certificate filed by an issuer under this Instrument must be in French or in English. (2) In Québec, an issuer must comply with linguistic obligations and rights prescribed by Québec law. 1122 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 8 EXEMPTIONS 8.1 Exemption from annual requirements for issuers that comply with U.S. laws (1) Subject to subsection (2), Parts 2, 3, 4, 6 and 7 do not apply to an issuer for a financial year if: (a) the issuer is in compliance with the SOX 302 Rules and the issuer files signed certificates relating to its annual report under the 1934 Act separately, but concurrently, and as soon as practicable after they are filed with or furnished to the SEC; and (b) the issuer is in compliance with the SOX 404 Rules, and the issuer files management’s annual report on internal control over financial reporting and the attestation report on management’s assessment of internal control over financial reporting included in the issuer’s annual report under the 1934 Act for the financial year, if applicable, as soon as practicable after they are filed with or furnished to the SEC. (2) Despite subsection (1), Parts 2, 3, 4, 6 and 7 apply to an issuer for a financial year if the issuer’s annual financial statements, annual MD&A or AIF, that together comprise the issuer’s annual filings, differ from the annual financial statements, annual MD&A or AIF filed with or furnished to the SEC, or included as exhibits to other documents filed with or furnished to the SEC, and certified in compliance with the SOX 302 Rules. 8.2 Exemption from interim requirements for issuers that comply with U.S. laws (1) Subject to subsection (3), Parts 2, 3, 5, 6 and 7 do not apply to an issuer for an interim period if the issuer is in compliance with the SOX 302 Rules and the issuer files signed certificates relating to its quarterly report under the 1934 Act for the quarter separately, but concurrently, and as soon as practicable after they are filed with or furnished to the SEC. (2) Subject to subsection (3), Parts 2, 3, 5, 6 and 7 do not apply to an issuer for an interim period if: (a) the issuer files with or furnishes to the SEC a report on Form 6-K containing the issuer’s quarterly financial statements and MD&A; (b) the Form 6-K is accompanied by signed certificates that are filed with or furnished to the SEC in the same form required by the SOX 302 Rules; and (c) the issuer files signed certificates relating to the quarterly report filed or furnished under cover of the Form 6-K as soon as practicable after they are filed with or furnished to the SEC. (3) Despite subsections (1) and (2), Parts 2, 3, 5, 6 and 7 apply to an issuer for an interim period if the issuer’s interim financial statements or interim MD&A, that together comprise the issuer’s interim filings, differ from the interim financial statements or interim MD&A filed with or furnished to the SEC, or included as exhibits to other documents filed with or furnished to the SEC, and certified in compliance with the SOX 302 Rules. 1123 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 8.3 Exemption for certain foreign issuers – This Instrument does not apply to an issuer if it qualifies under, and is in compliance with, sections 5.4 and 5.5 of National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers. 8.4 Exemption for certain exchangeable security issuers – This Instrument does not apply to an issuer if it qualifies under, and is in compliance with, subsection 13.3(2) of NI 51-102. 8.5 Exemption for certain credit support issuers – This Instrument does not apply to an issuer if it qualifies under, and is in compliance with, subsection 13.4(2) of NI 51-102. 8.6 General 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. (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. PART 9 EFFECTIVE DATE AND REPEAL 9.1 Effective date – This Instrument comes into force on December 15, 2008. 9.2 Repeal – Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, which came into force on: (a) March 30, 2004, in all jurisdictions other than British Columbia, New Brunswick and Québec; (b) June 30, 2005, in Québec; (c) July 28, 2005, in New Brunswick; and (d) September 19, 2005 in British Columbia; is repealed. FORM 52-109F1 CERTIFICATION OF ANNUAL FILINGS FULL CERTIFICATE I, <identify (i) the certifying officer, (ii) his or her position at the issuer, (iii) the name of the issuer and (iv) if the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate in which of these capacities the certifying officer is providing the certificate>, certify the following: 1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of <identify issuer> (the “issuer”) for the financial year ended <state the relevant date>. 1124 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings. 3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the annual filings. 4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. 5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end: (a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that: (i) material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and (ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and (b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. 5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is <insert the name of the control framework used>. <insert paragraph 5.2 or 5.3 if applicable. If paragraph 5.2 or 5.3 is not applicable, insert “5.2 N/A” or “5.3 N/A” as applicable. For paragraph 5.3, include (a)(i), (a)(ii) or (a)(iii) as applicable, and subparagraph (b).> 5.2 ICFR – material weakness relating to design: The issuer has disclosed in its annual MD&A for each material weakness relating to design existing at the financial year end: (a) a description of the material weakness; (b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and (c) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. 1125 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 5.3 Limitation on scope of design: The issuer has disclosed in its annual MD&A: (a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of: (i) a proportionately consolidated entity in which the issuer has an interest; (ii) a variable interest entity in which the issuer has an interest; or (iii) a business that the issuer acquired not more than 365 days before the issuer’s financial year end; and (b) summary financial information about the proportionately consolidated entity, variable interest entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements. <insert subparagraph 6(b)(ii) if applicable. If subparagraph 6(b)(ii) is not applicable, insert “(ii) N/A”.> 6. Evaluation: The issuer’s other certifying officer(s) and I have: (a) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and (b) evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A: (i) our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and (ii) for each material weakness relating to operation existing at the financial year end: (A) a description of the material weakness; (B) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and (C) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. 7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on <insert the date immediately following the end of the period in respect of which the issuer made its most recent interim or annual filing, as applicable> and ended on <insert the last day of the financial year> that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. 1126 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 8. Reporting to the issuer’s auditors and board of directors or audit committee: The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR. Date: <insert date of filing> ____________________________ [Signature] [Title] <If the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate in which of these capacities the certifying officer is providing the certificate.> FORM 52-109FV1 CERTIFICATION OF ANNUAL FILINGS VENTURE ISSUER BASIC CERTIFICATE I, <identify (i) the certifying officer, (ii) his or her position at the issuer, (iii) the name of the issuer and (iv) if the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate in which of these capacities the certifying officer is providing the certificate>, certify the following: 1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of <identify issuer> (the “issuer”) for the financial year ended <state the relevant date>. 2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings. 3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the annual filings. Date: <insert date of filing> ____________________________ [Signature] [Title] <If the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate in which of these capacities the certifying officer is providing the certificate.> 1127 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 NOTE TO READER In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of: i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. 1128 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 52-109F1 – IPO/RTO CERTIFICATION OF ANNUAL FILINGS FOLLOWING AN INITIAL PUBLIC OFFERING, REVERSE TAKEOVER OR BECOMING A NON-VENTURE ISSUER I, <identify (i) the certifying officer, (ii) his or her position at the issuer, (iii) the name of the issuer and (iv) if the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate in which of these capacities the certifying officer is providing the certificate>, certify the following: 1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of <identify issuer> (the “issuer”) for the financial year ended <state the relevant date>. 2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings. 3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the annual filings. Date: <insert date of filing> ____________________________ [Signature] [Title] <If the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate in which of these capacities the certifying officer is providing the certificate.> 1129 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 NOTE TO READER In contrast to the usual certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), namely, Form 52-109F1, this Form 52-109F1 – IPO/RTO does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of: i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of an issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 in the first financial period following: i) completion of the issuer’s initial public offering in the circumstances described in s. 4.3 of NI 52-109; ii) completion of a reverse takeover in the circumstances described in s. 4.4 of NI 52-109; or iii) the issuer becoming a non-venture issuer in the circumstances described in s. 4.5 of NI 52-109; may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. 1130 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 52-109F1R CERTIFICATION OF REFILED ANNUAL FILINGS This certificate is being filed on the same date that <identify the issuer> (the “issuer”) has refiled <identify the filing(s) that have been refiled>. I, <identify (i) the certifying officer, (ii) his or her position at the issuer, (iii) the name of the issuer and (iv) if the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate in which of these capacities the certifying officer is providing the certificate>, certify the following: 1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended <state the relevant date>. <Insert all paragraphs included in the annual certificates originally filed with the annual filings, other than paragraph 1. If the originally filed annual certificates were in Form 52-109FV1 or Form 52-109F1 – IPO/RTO, include the “note to reader” contained in Form 52-109FV1 or Form 52-109F1 – IPO/RTO, as the case may be, in this certificate.> Date: <insert date of filing> ____________________________ [Signature] [Title] <If the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate in which of these capacities the certifying officer is providing the certificate.> 1131 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 FORM 52-109F1 – AIF CERTIFICATION OF ANNUAL FILINGS IN CONNECTION WITH VOLUNTARILY FILED AIF This certificate is being filed on the same date that <identify the issuer> (the “issuer”) has voluntarily filed an AIF. I, <identify (i) the certifying officer, (ii) his or her position at the issuer, (iii) the name of the issuer and (iv) if the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate in which of these capacities the certifying officer is providing the certificate>, certify the following: 1. Review: I have reviewed the AIF, annual financial statements and annual MD&A, including for greater certainty all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of the issuer for the financial year ended <state the relevant date>. <Insert all paragraphs included in the annual certificates originally filed with the annual filings, other than paragraph 1. If the originally filed annual certificates were in Form 52-109FV1 or Form 52-109F1 – IPO/RTO, include the “note to reader” contained in Form 52-109FV1 or Form 52-109F1 – IPO/RTO, as the case may be, in this certificate.> Date: <insert date of filing> ____________________________ [Signature] [Title] <If the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate in which of these capacities the certifying officer is providing the certificate.> 1132 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 52-109F2 CERTIFICATION OF INTERIM FILINGS FULL CERTIFICATE I, <identify (i) the certifying officer, (ii) his or her position at the issuer, (iii) the name of the issuer and (iv) if the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate in which of these capacities the certifying officer is providing the certificate>, certify the following: 1. Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of <identify the issuer> (the “issuer”) for the interim period ended <state the relevant date>. 2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. 3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. 4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. 5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings: (a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that: (i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and (ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and (b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. 5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is <insert the name of the control framework used>. <insert paragraph 5.2 or 5.3 if applicable. If paragraph 5.2 or 5.3 is not applicable, insert “5.2 N/A” or “5.3 N/A” as applicable. For paragraph 5.3, include (a)(i), (a)(ii) or (a)(iii) as applicable, and subparagraph (b).> 1133 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 5.2 ICFR – material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period: (a) a description of the material weakness; (b) the impact of the material weakness on the issuer’s financial reporting and its ICFR; and (c) the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. 5.3 Limitation on scope of design: The issuer has disclosed in its interim MD&A: (a) the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of: (i) a proportionately consolidated entity in which the issuer has an interest; (ii) a variable interest entity in which the issuer has an interest; or (iii) a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and (b) summary financial information about the proportionately consolidated entity, variable interest entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements. 6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on <insert the date immediately following the end of the period in respect of which the issuer made its most recent interim or annual filing, as applicable> and ended on <insert the last day of the period covered by the interim filings > that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. Date: <insert date of filing> ____________________________ [Signature] [Title] <If the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate in which of these capacities the certifying officer is providing the certificate.> 1134 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 52-109FV2 CERTIFICATION OF INTERIM FILINGS VENTURE ISSUER BASIC CERTIFICATE I, <identify (i) the certifying officer, (ii) his or her position at the issuer, (iii) the name of the issuer and (iv) if the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate in which of these capacities the certifying officer is providing the certificate>, certify the following: 1. Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of <identify the issuer> (the “issuer”) for the interim period ended <state the relevant date>. 2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. 3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. Date: <insert date of filing> ____________________________ [Signature] [Title] <If the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate in which of these capacities the certifying officer is providing the certificate.> 1135 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 NOTE TO READER In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of: i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. 1136 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 52-109F2 – IPO/RTO CERTIFICATION OF INTERIM FILINGS FOLLOWING AN INITIAL PUBLIC OFFERING, REVERSE TAKEOVER OR BECOMING A NON-VENTURE ISSUER I, <identify (i) the certifying officer, (ii) his or her position at the issuer, (iii) the name of the issuer and (iv) if the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate in which of these capacities the certifying officer is providing the certificate>, certify the following: 1. Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of <identify the issuer> (the “issuer”) for the interim period ended <state the relevant date>. 2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. 3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. Date: <insert date of filing> ____________________________ [Signature] [Title] <If the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate in which of these capacities the certifying officer is providing the certificate.> 1137 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 NOTE TO READER In contrast to the usual certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), namely, Form 52-109F2, this Form 52-109F2 – IPO/RTO does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of: i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of an issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 in the first financial period following: i) completion of the issuer’s initial public offering in the circumstances described in s. 5.3 of NI 52-109; ii) completion of a reverse takeover in the circumstances described in s. 5.4 of NI 52-109; or iii) the issuer becoming a non-venture issuer in the circumstances described in s. 5.5 of NI 52-109; may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation. 1138 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) FORM 52-109F2R CERTIFICATION OF REFILED INTERIM FILINGS This certificate is being filed on the same date that <identify the issuer> (the “issuer”) has refiled <identify the filing(s) that have been refiled>. I, <identify (i) the certifying officer, (ii) his or her position at the issuer, (iii) the name of the issuer and (iv) if the certifying officer’s title is not ‘chief executive officer’ or ‘chief financial officer’, indicate in which of these capacities the certifying officer is providing the certificate>, certify the following: 1. Review: I have reviewed the interim financial statements and interim MD&A (together, the ‘interim filings’) of the issuer for the interim period ended <state the relevant date>. <Insert all paragraphs included in the interim certificates originally filed with the interim filings, other than paragraph 1. If the originally filed interim certificates were in Form 52-109FV2 or Form 52-109F2 – IPO/RTO, include the ‘note to reader’ contained in Form 52-109FV2 or Form 52-109F2 – IPO/RTO, as the case may be, in this certificate .> Date: <insert date of filing> ____________________________ [Signature] [Title] <If the certifying officer’s title is not “chief executive officer” or “chief financial officer”, indicate in which of these capacities the certifying officer is providing the certificate>. 24 Oct 2008 SR 91/2008; 4 Dec 2015 SR 104/2015 s6; 22 Aug 2025 SR 67/2025 s6. 1139 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART XXXV [clause 2(ii)] NATIONAL INSTRUMENT 52-110 AUDIT COMMITTEES PART 1 DEFINITIONS AND APPLICATION 1.1 Definitions – In this Instrument: “accounting principles” has the meaning ascribed to it in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards; “AIF” has the meaning ascribed to it in NI 51-102; “asset-backed security” has the meaning ascribed to it in NI 51-102; “audit committee” means a committee (or an equivalent body) established by and among the board of directors of an issuer for the purpose of overseeing the accounting and financial reporting processes of the issuer and audits of the financial statements of the issuer, and, if no such committee exists, the entire board of directors of the issuer; “audit services” means the professional services rendered by the issuer’s external auditor for the audit and review of the issuer’s financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements; “credit support issuer” has the meaning ascribed to it in section 13.4 of NI 51-102; “CSE senior tier” has the meaning ascribed to ‘senior tier’ in section 1.3 of the listing rules of the Canadian Securities Exchange, as amended from time to time; “designated foreign issuer” has the meaning ascribed to it in National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers; “exchangeable security issuer” has the meaning ascribed to it in section 13.3 of NI 51-102; “executive officer” of an entity means an individual who is: (a) a chair of the entity; (b) a vice-chair of the entity; (c) the president of the entity; (d) a vice-president of the entity in charge of a principal business unit, division or function including sales, finance or production; (e) an officer of the entity or any of its subsidiary entities who performs a policy-making function in respect of the entity; or 1140 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (f) any other individual who performs a policy-making function in respect of the entity; “foreign private issuer” means an issuer that is a foreign private issuer within the meaning of Rule 405 under the 1934 Act; “immediate family member” means an individual’s spouse, parent, child, sibling, mother or father-in-law, son or daughter-in-law, brother or sister-in-law, and anyone (other than an employee of either the individual or the individual’s immediate family member) who shares the individual’s home; “marketplace” has the meaning ascribed to it in National Instrument 21-101 Marketplace Operation; “MD&A” has the meaning ascribed to it in NI 51-102; “NI 51-102” means National Instrument 51-102 Continuous Disclosure Obligations; “non-audit services” means services other than audit services; “SEC foreign issuer” has the meaning ascribed to it in National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers; “U.S. marketplace” means an exchange registered as a ‘national securities exchange’ under section 6 of the 1934 Act, or the Nasdaq Stock Market; “venture issuer” means an 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 Application – This Instrument applies to all reporting issuers other than: (a) investment funds; (b) issuers of asset-backed securities; (c) designated foreign issuers; (d) SEC foreign issuers; (e) issuers that are subsidiary entities, if: (i) the subsidiary entity does not have equity securities (other than non-convertible, non-participating preferred securities) trading on a marketplace; and (ii) the parent of the subsidiary entity is: (A) subject to the requirements of this Instrument; or 1141 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (B) an issuer that: (1) has securities listed or quoted on a U.S. marketplace; and (2) is in compliance with the requirements of that U.S. marketplace applicable to issuers, other than foreign private issuers, regarding the role and composition of audit committees; (f) exchangeable security issuers, if the exchangeable security issuer qualifies for the relief contemplated by, and is in compliance with the requirements and conditions set out in, section 13.3 of NI 51-102; and (g) credit support issuers, if the credit support issuer qualifies for the relief contemplated by, and is in compliance with the requirements and conditions set out in, section 13.4 of NI 51-102. 1.3 Meaning of Affiliated Entity, Subsidiary Entity and Control (1) For the purposes of this Instrument, a person or company is considered to be an affiliated entity of another person or company if: (a) one of them controls or is controlled by the other or if both persons or companies are controlled by the same person or company; or (b) the person is an individual who is: (i) both a director and an employee of an affiliated entity; or (ii) an executive officer, general partner or managing member of an affiliated entity. (2) For the purposes of this Instrument, a person or company is considered to be a subsidiary entity of another person or company if: (a) it is controlled by: (i) that other; or (ii) that other and one or more persons or companies each of which is controlled by that other; or (iii) two or more persons or companies, each of which is controlled by that other; or (b) it is a subsidiary entity of a person or company that is the other’s subsidiary entity. (3) For the purpose of this Instrument, “control” means the direct or indirect power to direct or cause the direction of the management and policies of a person or company, whether through ownership of voting securities or otherwise. (4) Despite subsection (1), an individual will not be considered to control an issuer for the purposes of this Instrument if the individual: (a) owns, directly or indirectly, 10% or less of any class of voting securities of the issuer; and (b) is not an executive officer of the issuer. 1142 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 1.4 Meaning of Independence (1) An audit committee member is independent if he or she has no direct or indirect material relationship with the issuer. (2) For the purposes of subsection (1), a “material relationship” is a relationship which could, in the view of the issuer’s board of directors, be reasonably expected to interfere with the exercise of a member’s independent judgement. (3) Despite subsection (2), the following individuals are considered to have a material relationship with an issuer: (a) an individual who is, or has been within the last three years, an employee or executive officer of the issuer; (b) an individual whose immediate family member is, or has been within the last three years, an executive officer of the issuer; (c) an individual who: (i) is a partner of a firm that is the issuer’s internal or external auditor; (ii) is an employee of that firm; or (iii) was within the last three years a partner or employee of that firm and personally worked on the issuer’s audit within that time; (d) an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual: (i) is a partner of a firm that is the issuer’s internal or external auditor; (ii) is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice; or (iii) was within the last three years a partner or employee of that firm and personally worked on the issuer’s audit within that time; (e) an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the issuer’s current executive officers serves or served at that same time on the entity’s compensation committee; and (f) an individual who received, or whose immediate family member who is employed as an executive officer of the issuer received, more than $75,000 in direct compensation from the issuer during any 12 month period within the last three years. (4) Despite subsection (3), an individual will not be considered to have a material relationship with the issuer solely because: (a) he or she had a relationship identified in subsection (3) if that relationship ended before March 30, 2004; or (b) he or she had a relationship identified in subsection (3) by virtue of subsection (8) if that relationship ended before June 30, 2005. (5) For the purposes of clauses (3)(c) and (3)(d), a partner does not include a fixed income partner whose interest in the firm that is the internal or external auditor is limited to the receipt of fixed amounts of compensation (including deferred compensation) for prior service with that firm if the compensation is not contingent in any way on continued service. 1143 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (6) For the purposes of clause (3)(f), direct compensation does not include: (a) remuneration for acting as a member of the board of directors or of any board committee of the issuer; and (b) the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service. (7) Despite subsection (3), an individual will not be considered to have a material relationship with the issuer solely because the individual or his or her immediate family member: (a) has previously acted as an interim chief executive officer of the issuer; or (b) acts, or has previously acted, as a chair or vice-chair of the board of directors or of any board committee of the issuer on a part-time basis. (8) For the purpose of section 1.4, an issuer includes a subsidiary entity of the issuer and a parent of the issuer. 1.5 Additional Independence Requirements (1) Despite any determination made under section 1.4, an individual who: (a) accepts, directly or indirectly, any consulting, advisory or other compensatory fee from the issuer or any subsidiary entity of the issuer, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee, or as a part-time chair or vice-chair of the board or any board committee; or (b) is an affiliated entity of the issuer or any of its subsidiary entities; is considered to have a material relationship with the issuer. (2) For the purposes of subsection (1), the indirect acceptance by an individual of any consulting, advisory or other compensatory fee includes acceptance of a fee by: (a) an individual’s spouse, minor child or stepchild, or a child or stepchild who shares the individual’s home;

or (b) an entity in which such individual is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to the issuer or any subsidiary entity of the issuer. (3) For the purposes of subsection (1), compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service. 1.6 Meaning of Financial Literacy - For the purposes of this Instrument, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer’s financial statements. 1144 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) PART 2 AUDIT COMMITTEE RESPONSIBILITIES 2.1 Audit Committee – Every issuer must have an audit committee that complies with the requirements of the Instrument. 2.2 Relationship with External Auditors – Every issuer must require its external auditor to report directly to the audit committee. 2.3 Audit Committee Responsibilities (1) An audit committee must have a written charter that sets out its mandate and responsibilities. (2) An audit committee must recommend to the board of directors: (a) the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the issuer; and (b) the compensation of the external auditor. (3) An audit committee must be directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the issuer, including the resolution of disagreements between management and the external auditor regarding financial reporting. (4) An audit committee must pre-approve all non-audit services to be provided to the issuer or its subsidiary entities by the issuer’s external auditor. (5) An audit committee must review the issuer’s financial statements, MD&A and annual and interim profit or loss press releases before the issuer publicly discloses this information. (6) An audit committee must be satisfied that adequate procedures are in place for the review of the issuer’s public disclosure of financial information extracted or derived from the issuer’s financial statements, other than the public disclosure referred to in subsection (5), and must periodically assess the adequacy of those procedures. (7) An audit committee must establish procedures for: (a) the receipt, retention and treatment of complaints received by the issuer regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters. (8) An audit committee must review and approve the issuer’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the issuer. 2.4 De Minimis Non-Audit Services – An audit committee satisfies the pre-approval requirement in subsection 2.3(4) if: (a) the aggregate amount of all the non-audit services that were not pre-approved is reasonably expected to constitute no more than 5 % of the total amount of fees paid by the issuer and its subsidiary entities to the issuer’s external auditor during the fiscal year in which the services are provided; 1145 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the issuer or the subsidiary entity of the issuer, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and (c) the services are promptly brought to the attention of the audit committee of the issuer and approved, prior to the completion of the audit, by the audit committee or by one or more of its members to whom authority to grant such approvals has been delegated by the audit committee. 2.5 Delegation of Pre-Approval Function (1) An audit committee may delegate to one or more independent members the authority to pre-approve non-audit services in satisfaction of the requirement in subsection 2.3(4). (2) The pre-approval of non-audit services by any member to whom authority has been delegated pursuant to subsection (1) must be presented to the audit committee at its first scheduled meeting following such pre-approval. 2.6 Pre-Approval Policies and Procedures – An audit committee satisfies the pre-approval requirement in subsection 2.3(4) if it adopts specific policies and procedures for the engagement of the non-audit services, if: (a) the pre-approval policies and procedures are detailed as to the particular service; (b) the audit committee is informed of each non-audit service; and (c) the procedures do not include delegation of the audit committee’s responsibilities to management. PART 3 COMPOSITION OF THE AUDIT COMMITTEE 3.1 Composition (1) An audit committee must be composed of a minimum of three members. (2) Every audit committee member must be a director of the issuer. (3) Subject to sections 3.2, 3.3, 3.4, 3.5 and 3.6, every audit committee member must be independent. (4) Subject to sections 3.5 and 3.8, every audit committee member must be financially literate. 3.2 Initial Public Offerings (1) Subject to section 3.9, if an issuer has filed a prospectus to qualify the distribution of securities that constitutes its initial public offering, subsection 3.1(3) does not apply for a period of up to 90 days commencing on the date of the receipt for the prospectus, provided that one member of the audit committee is independent. (2) Subject to section 3.9, if an issuer has filed a prospectus to qualify the distribution of securities that constitutes its initial public offering, subsection 3.1(3) does not apply for a period of up to one year commencing on the date of the receipt for the prospectus, provided that a majority of the audit committee members are independent. 1146 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3.3 Controlled Companies (1) An audit committee member that sits on the board of directors of an affiliated entity is exempt from the requirement in subsection 3.1(3) if the member, except for being a director (or member of a board committee) of the issuer and the affiliated entity, is otherwise independent of the issuer and the affiliated entity. (2) Subject to section 3.7, an audit committee member is exempt from the requirement in subsection 3.1(3) if: (a) tthe member would be independent of the issuer but for the relationship described in paragraph 1.5(1)(b) or as a result of subsection 1.4(8); (b) the member is not an executive officer, general partner or managing member of a person or company that: (i) is an affiliated entity of the issuer; and (ii) has its securities trading on a marketplace; (c) the member is not an immediate family member of an executive officer, general partner or managing member referred to in paragraph (b), above; (d) the member does not act as the chair of the audit committee; and (e) the board determines in its reasonable judgement that: (i) the member is able to exercise the impartial judgement necessary for the member to fulfill his or her responsibilities as an audit committee member; and (ii) the appointment of the member is required by the best interests of the issuer and its shareholders. 3.4 Events Outside Control of Member – Subject to section 3.9, if an audit committee member ceases to be independent for reasons outside the member’s reasonable control, the member is exempt from the requirement in subsection 3.1(3) for a period ending on the later of: (a) the next annual meeting of the issuer; and (b) the date that is six months from the occurrence of the event which caused the member to not be independent. 3.5 Death, Disability or Resignation of Member – Subject to section 3.9, if the death, disability or resignation of an audit committee member has resulted in a vacancy on the audit committee that the board of directors is required to fill, an audit committee member appointed to fill such vacancy is exempt from the requirements in subsections 3.1(3) and (4) for a period ending on the later of: (a) the next annual meeting of the issuer; and (b) the date that is six months from the day the vacancy was created. 3.6 Temporary Exemption for Limited and Exceptional Circumstances – Subject to section 3.7, an audit committee member is exempt from the requirement in subsection 3.1(3) if: (a) the member is not an individual described in subsection 1.5(1); 1147 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) the member is not an employee or officer of the issuer, or an immediate family member of an employee or officer of the issuer; (c) the board, under exceptional and limited circumstances, determines in its reasonable judgement that: (i) the member is able to exercise the impartial judgement necessary for the member to fulfill his or her responsibilities as an audit committee member; and (ii) the appointment of the member is required by the best interests of the issuer and its shareholders; (d) the member does not act as chair of the audit committee; and (e) the member does not rely upon this exemption for a period of more than two years. 3.7 Majority Independent – The exemptions in subsection 3.3(2) and section 3.6 are not available to a member unless a majority of the audit committee members would be independent. 3.8 Acquisition of Financial Literacy – Subject to section 3.9, an audit committee member who is not financially literate may be appointed to the audit committee provided that the member becomes financially literate within a reasonable period of time following his or her appointment. 3.9 Restriction on Use of Certain Exemptions – The exemptions in sections 3.2, 3.4, 3.5 and 3.8 are not available to a member unless the issuer’s board of directors has determined that the reliance on the exemption will not materially adversely affect the ability of the audit committee to act independently and to satisfy the other requirements of this Instrument. PART 4 AUTHORITY OF THE AUDIT COMMITTEE 4.1 Authority – An audit committee must have the authority: (a) to engage independent counsel and other advisors as it determines necessary to carry out its duties; (b) to set and pay the compensation for any advisors employed by the audit committee; and (c) to communicate directly with the internal and external auditors. PART 5 REPORTING OBLIGATIONS 5.1 Required Disclosure – Every issuer must include in its AIF the disclosure required by Form 52-110F1. 5.2 Management Information Circular – If management of an issuer solicits proxies from the security holders 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 a cross-reference to the sections in the issuer’s AIF that contain the information required by section 5.1. PART 6 VENTURE ISSUERS 6.1 Venture Issuers – Venture issuers are exempt from the requirements of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations). 1148 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 6.1.1. Composition of Audit Committee (1) An audit committee of a venture issuer must be composed of a minimum of three members. (2) Every member of an audit committee of a venture issuer must be a director of the issuer. (3) Subject to subsections (4), (5) and (6), a majority of the members of an audit committee of a venture issuer must not be executive officers, employees or control persons of the venture issuer or of an affiliate of the venture issuer. (4) If a circumstance arises that affects the business or operations of the venture issuer, and a reasonable person would conclude that the circumstance can be best addressed by a member of the audit committee becoming an executive officer or employee of the venture issuer, subsection (3) does not apply to the audit committee in respect of the member until the later of: (a) the next annual meeting of the venture issuer; (b) the date that is six months after the date on which the circumstance arose. (5) If an audit committee member becomes a control person of the venture issuer or of an affiliate of the venture issuer for reasons outside the member’s reasonable control, subsection (3) does not apply to the audit committee in respect of that member until the later of: (a) the next annual meeting of the venture issuer; (b) the date that is six months after the event which caused the member to become a control person. (6) If a vacancy on the audit committee arises as a result of the death, incapacity or resignation of an audit committee member and the board of directors is required to fill the vacancy, subsection (3) does not apply to the audit committee, in respect of the member appointed to fill the vacancy, until the later of: (a) the next annual meeting of the venture issuer; (b) the date that is six months from the day the vacancy was created. (7) This section applies to a venture issuer in respect of a financial year beginning on or after January 1, 2016. 6.2 Required Disclosure (1) Subject to subsection (2), if management of a venture issuer solicits proxies from the security holders of the venture issuer for the purpose of electing directors to its board of directors, the venture issuer must include in its management information circular the disclosure required by Form 52-110F2. (2) A venture issuer that is not required to send a management information circular to its security holders must provide the disclosure required by Form 52-110F2 in its AIF or annual MD&A. 1149 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 PART 7 U.S. LISTED ISSUERS 7.1 U.S. Listed Issuers – An issuer that has securities listed or quoted on a U.S. marketplace is exempt from the requirements of Parts 2 (Audit Committee Responsibilities), 3 (Composition of the Audit Committee), 4 (Authority of the Audit Committee), and 5 (Reporting Obligations), if: (a) the issuer is in compliance with the requirements of that U.S. marketplace applicable to issuers, other than foreign private issuers, regarding the role and composition of audit committees; and (b) if the issuer is incorporated, continued or otherwise organized in a jurisdiction in Canada, the issuer includes in its AIF the disclosure (if any) required by paragraph 7 of Form 52-110F1. PART 8 EXEMPTIONS 8.1 Exemptions (1) The securities regulatory authority or regulator may grant an exemption from this rule, 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. PART 9 EFFECTIVE DATE 9.1 Effective Date (1) This Instrument comes into force on March 30, 2004. (2) Despite subsection (1), this Instrument applies to an issuer commencing on the earlier of: (a) the first annual meeting of the issuer after July 1, 2004; and (b) July 1, 2005. MULTILATERAL INSTRUMENT 52-110 FORM 52-110F1 AUDIT COMMITTEE INFORMATION REQUIRED IN AN AIF 1. The Audit Committee’s Charter Disclose the text of the audit committee’s charter. 2. Composition of the Audit Committee Disclose the name of each audit committee member and state whether or not the member is (i) independent and (ii) financially literate. 3. Relevant Education and Experience Describe the education and experience of each audit committee member that is relevant to the performance of his or her responsibilities as an audit committee member and, in particular, disclose any education or experience that would provide the member with: 1150 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) (a) an understanding of the accounting principles used by the issuer to prepare its financial statements; (b) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions; (c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the issuer’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and (d) an understanding of internal controls and procedures for financial reporting. 4. Audit Committee Oversight If, at any time since the commencement of the issuer’s most recently completed financial year, a recommendation of the audit committee to nominate or compensate an external auditor was not adopted by the board of directors, state that fact and explain why. 5. Reliance on Certain Exemptions If, at any time since the commencement of the issuer’s most recently completed financial year, the issuer has relied on: (a) the exemption in section 2.4 (DeMinimis Non-audit Services); or (b) an exemption from this Instrument, in whole or in part, granted under Part 8 (Exemptions); state that fact. 6. Pre-Approval Policies and Procedures If the audit committee has adopted specific policies and procedures for the engagement of non-audit services, describe those policies and procedures. 7. External Auditor Service Fees (By Category) (a) Disclose, under the caption “Audit Fees”, the aggregate fees billed by the issuer’s external auditor in each of the last two fiscal years for audit fees. (b) Disclose, under the caption “Audit-Related Fees”, the aggregate fees billed in each of the last two fiscal years for assurance and related services by the issuer’s external auditor that are reasonably related to the performance of the audit or review of the issuer’s financial statement and are not reported under clause (a) above. Include a description of the nature of the services comprising the fees disclosed under this category. (c) Disclose, under the caption “Tax Fees”, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the issuer’s external auditor for tax compliance, tax advice, and tax planning. Include a description of the nature of the services comprising the fees disclosed under this category. 1151 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (d) Disclose, under the caption “All Other Fees”, the aggregate fees billed in each of the last two fiscal years for products and services provided by the issuer’s external auditor, other than the services reported under clauses (a), (b) and (c), above. Include a description of the nature of the services comprising the fees disclosed under this category. INSTRUCTION: The fees required to be disclosed by paragraph 7 relate only to services provided to the issuer or its subsidiary entities by the issuer’s external auditor. 8. Exemption Disclose that the issuer is relying upon the exemption in section 6.1 of the Instrument. 9. External Auditor Service Fees (By Category) (a) Disclose, under the caption ‘Audit Fees’, the aggregate fees billed by the issuer’s external auditor in each of the last two fiscal years for audit services. (b) Disclose, under the caption ‘Audit-Related Fees’, the aggregate fees billed in each of the last two fiscal years for assurance and related services by the issuer’s external auditor that are reasonably related to the performance of the audit or review of the issuer’s financial statements and are not reported under clause (a) above. Include a description of the nature of the services comprising the fees disclosed under this category. (c) Disclose, under the caption ‘Tax Fees’, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the issuer’s external auditor for tax compliance, tax advice, and tax planning. Include a description of the nature of the services comprising the fees disclosed under this category. (d) Disclose, under the caption ‘All Other Fees’, the aggregate fees billed in each of the last two fiscal years for products and services provided by the issuer’s external auditor, other than the services reported under clauses (a), (b) and (c), above. Include a description of the nature of the services comprising the fees disclosed under this category. INSTRUCTIONS The fees required to be disclosed by this paragraph 9 relate only to services provided to the issuer or its subsidiary entities by the issuer’s external auditor. MULTILATERAL INSTRUMENT 52-110 FORM 52-110F2 DISCLOSURE BY VENTURE ISSUERS 1. The Audit Committee’s Charter Disclose the text of the audit committee’s charter. 2. Composition of the Audit Committee Disclose the name of each audit committee member and state whether or not the member is (i) independent and (ii) financially literate. 1152 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS) 3. Relevant Education and Experience Describe the education and experience of each audit committee member that is relevant to the performance of his or her responsibilities as an audit committee member and, in particular, disclose any education or experience that would provide the member with: (a) an understanding of the accounting principles used by the issuer to prepare its financial statements; (b) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions; (c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the issuer’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and (d) an understanding of internal controls and procedures for financial reporting. 4. Audit Committee Oversight If, at any time since the commencement of the issuer’s most recently completed financial year, a recommendation of the audit committee to nominate or compensate an external auditor was not adopted by the board of directors, state that fact and explain why. 5. Reliance on Certain Exemptions If, at any time since the commencement of the issuer’s most recently completed financial year, the issuer has relied on (a) the exemption in section 2.4 (De Minimis Non-audit Services), (b) the exemption in subsection 6.1.1(4) (Circumstances Affecting the Business or Operations of the Venture Issuer), (c) the exemption in subsection 6.1.1(5) (Events Outside Control of Member), (d) the exemption in subsection 6.1.1(6) (Death, Incapacity or Resignation), or (e) an exemption from this Instrument, in whole or in part, granted under Part 8 (Exemption), state that fact. 6. Pre-Approval Policies and Procedures If the audit committee has adopted specific policies and procedures for the engagement of non-audit services, describe those policies and procedures. 7. External Auditor Service Fees (By Category) (a) Disclose, under the caption “Audit Fees”, the aggregate fees billed by the issuer’s external auditor in each of the last two fiscal years for audit fees. 1153 SECURITIES COMMISSION (ADOPTION OF NATIONAL INSTRUMENTS) S-42.2 REG 3 (b) Disclose, under the caption “Audit-Related Fees”, the aggregate fees billed in each of the last two fiscal years for assurance and related services by the issuer’s external auditor that are reasonably related to the performance of the audit or review of the issuer’s financial statement and are not reported under clause (a) above. Include a description of the nature of the services comprising the fees disclosed under this category. (c) Disclose, under the caption “Tax Fees”, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the issuer’s external auditor for tax compliance, tax advice, and tax planning. Include a description of the nature of the services comprising the fees disclosed under this category. (d) Disclose, under the caption “All Other Fees”, the aggregate fees billed in each of the last two fiscal years for products and services provided by the issuer’s external auditor, other than the services reported under clauses (a), (b) and (c), above. Include a description of the nature of the services comprising the fees disclosed under this category. INSTRUCTION: The fees required to be disclosed by paragraph 7 relate only to services provided to the issuer or its subsidiary entities by the issuer’s external auditor. 8. Exemption Disclose that the issuer is relying upon the exemption in section 6.1 of the Instrument. 8 Apr 2004 SR 13/2004 s4; 30 Jne 2005 SR 61/2005 s4; 11 Jan 2008 SR 128/2007 s4; 4 Apr 2008 SR 18/2008 s6; 8 Jly 2011 SR 41/2011 s16; 3 Jly 2015 SR 61/2015 s4; 4 Dec 2015 SR 104/2015 s7; 22 Aug 2025 SR 67/2025 s7. 1154 SECURITIES COMMISSION S-42.2 REG 3 (ADOPTION OF NATIONAL INSTRUMENTS)