Government Notices Respecting Corporations

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Certificate of Dissolution

Notice Is Hereby Given that a certificate of dissolution under the Business Corporations Act, has been endorsed. The effective date of dissolution precedes the corporation listings.

Date	Name of Corporation	Ontario Corporation Number
2000-11-14	Jim Boddy Men’s Fashion Shop Limited	349378
2000-11-15	Hypernetics Holdings Limited	958635
2000-11-15	Pine Ridge Workshops Limited	763125
2000-11-15	Renal Care Centres Inc.	1169952
2000-11-15	Towne Electric Ltd.	256381
2000-11-15	1069191 Ontario Inc.	1069191
2000-11-15	1083173 Ontario Limited	1083173
2000-11-16	Barry Moss Construction Inc.	715425
2000-11-16	Conrich Realty Limited	121918
2000-11-16	Darth Incorporated	671875
2000-11-16	Eagle Peninsula (Canada) Company Limited	1229325
2000-11-16	Qualijewellery & Watch Canada Inc.	1013078
2000-11-16	Zibara Design Inc.	1078905
2000-11-16	664466 Ontario Inc.	664466
2000-11-16	1182313 Ontario Limited	1182313
2000-11-17	Allergy Wize Duct Cleaners Ltd.	1040641
2000-11-17	Fongo Trading Ltd.	941368
2000-11-17	J.J. Hunt Holdings Inc.	851045
2000-11-17	Jv Accurate Auto Collision Ltd.	1174932
2000-11-20	Chasway Fabricating Limited	682510
2000-11-20	Omtek Inc.	948697
2000-11-20	Royal Indian Cusine Inc.	1108212
2000-11-20	Spooner Delenardo Insurance Adjusters Ltd.	282441
2000-11-20	685102 Ontario Limited	685102
2000-11-20	900466 Ontario Inc.	900466
2000-11-20	1065077 Ontario Inc.	1065077
2000-11-21	686357 Ontario Inc.	686357
2000-11-22	Amc International Inc.	1354173
2000-11-22	Betty Meikle Interiors Inc.	329990
2000-11-22	Casaden Ltd.	1019020
2000-11-22	R.P.M. Industries (Canada) Ltd.	468034
2000-11-22	Robert A. Brown Realty Inc.	1335289
2000-11-22	Tidal Wave Enterprises Inc.	1037218
2000-11-22	To-Run-To Brilliancy Inc.	1198105
2000-11-23	Atlantiz International Corp.	1392195
2000-11-23	Carole Black Studios Inc.	831917
2000-11-23	Edward C. Murphy Limited	422303
2000-11-23	Mack-Mann Holdings Limited	123829
2000-11-23	Tcpl Mining Ltd.	833570
2000-11-23	Yuen Tong & Associates Inc.	531939
2000-11-23	938222 Ontario Limited	938222
2000-11-23	990223 Ontario Ltd.	990223
2000-11-23	1408598 Ontario Ltd.	1408598
2000-11-24	Av Par Electronics Inc.	1240811
2000-11-24	Dinsmore Marine Surveys Inc.	851310
2000-11-24	M & M Florist Ltd.	595603
2000-11-24	Municipal Securities Inc.	1103677
2000-11-24	Pace Monitoring Inc.	1235940
2000-11-24	Penrose Gold Mines Limited	50810
2000-11-24	Structured Systems Group Inc.	782890
2000-11-24	Superior Marine Surveying Limited	475966
2000-11-24	The Knitting Mill Lofts Ltd.	1285024
2000-11-24	Tram Holdings Inc.	746002
2000-11-24	Twa Consulting Services Inc.	1299249
2000-11-24	957616 Ontario Limited	957616
2000-11-24	1318322 Ontario Inc.	1318322
2000-11-27	Canadian Aircraft Management, Inc.	1263613
2000-11-27	Hayleaf Investments Limited	471108
2000-11-27	Realty House Executives Inc.	911613
2000-11-27	413768 Ontario Limited	413768
2000-11-27	931485 Ontario Limited	931485
2000-11-27	1207268 Ontario Limited	1207268
2000-11-29	B.E. Madeley Contracting Limited	706964
2000-11-29	Camnor Manufacturing Limited	230463
2000-11-29	523621 Ontario Inc.	523621
2000-11-30	Obelus Investments Incorporated	385074
2000-11-30	694017 Ontario Ltd.	694017
2000-11-30	819217 Ontario Inc.	819217
2000-11-30	1201167 Ontario Ltd.	1201167
2000-11-30	1347308 Ontario Limited	1347308
2000-12-1	Carson Morrison Holdings Ltd.	452739
2000-12-1	Fullview Financial Consultant And Trading Ltd.	1148066
2000-12-1	George Knudson Enterprises Limited	141265
2000-12-1	Golden Herbs Centre Inc.	952366
2000-12-1	Lookout Terrace Motel Limited	135873
2000-12-1	Mountain Ginseng Co. Ltd.	826493
2000-12-1	Pro Canada Enterprises Co. Ltd.	1051840
2000-12-1	Sinowin Enterprises Inc.	1061502
2000-12-1	Tsengs Brighter Co. Ltd.	529110
2000-12-1	444 St. Mary Avenue Limited	690414
2000-12-1	456300 Ontario Inc.	456300
2000-12-1	1064558 Ontario Inc.	1064558
2000-12-4	Andycan Enterprises Ltd.	1188108
2000-12-4	Cedarcroft Oshawa General Partner Limited	845313
2000-12-4	Cedarcroft Oshawa Nominee Limited	708292
2000-12-4	George Urquhart Agency Limited	347391
2000-12-4	Merbancor Ltd.	1358035
2000-12-4	Normac Developments Limited	206543
2000-12-4	Optus Corporation	1452032
2000-12-4	Pocrnick Transport Inc.	672311
2000-12-4	Tomar Coatings Inc.	1268198
2000-12-4	Veniceland Limited	102136
2000-12-4	Wellco Trading Co. Ltd.	1161784
2000-12-4	359012 Ontario Limited	359012
2000-12-4	998392 Ontario Limited	998392
2000-12-4	1079546 Ontario Limited	1079546
2000-12-4	1164013 Ontario Inc.	1164013
2000-12-5	G.J. Currie Contracting Ltd.	390843
2000-12-5	Hajay Holdings Inc.	575869
2000-12-5	Impeccably Clean Ltd.	1110516
2000-12-5	Janee Limited	689729
2000-12-5	Kingstar Racing Ltd.	958989
2000-12-5	Leomar Construction Limited	262865
2000-12-5	Park Lane Circle Holdings Ltd.	534867
2000-12-5	Quenneville Enterprises Inc.	708479
2000-12-5	Waekens Ltd.	227276
2000-12-5	746065 Ontario Limited	746065
2000-12-6	Colourgraph Reproduction Systems Inc.	546030
2000-12-6	Inscape Acquisition Inc.	1393021
2000-12-7	Capsule Investments Limited	210642
2000-12-7	Catcetera Inc.	1085300
2000-12-7	Constellation Court Corporate Centre Inc.	726783
2000-12-7	Tech Lighting Canada Inc.	1247699
2000-12-7	Teraulay Ltd.	272117
2000-12-7	41 Constellation Court Inc.	743847
2000-12-7	51 Constellation Court Inc.	749243
2000-12-7	1024922 Ontario Ltd.	1024922
2000-12-7	1209019 Ontario Inc.	1209019
2000-12-7	1240166 Ontario Inc.	1240166
2000-12-7	1268373 Ontario Inc.	1268373
2000-12-7	1354141 Ontario Inc.	1354141
2000-12-8	Prime Tower Ltd.	1352800
2000-12-8	935561 Ontario Limited	935561
2000-12-8	1206110 Ontario Inc.	1206110
2000-12-8	1209018 Ontario Inc.	1209018
2000-12-8	1336156 Ontario Inc.	1336156
2000-12-8	1388196 Ontario Limited	1388196

B. G. Hawton,
Director, Companies and Personal Property
Security Branch
52/00

Cancellation of Certificate of Incorporation (Corporations Tax Act Defaulters)

Notice Is Hereby Given that, under subsection 241 (4) of the Business Corporations Act, the Certificates of Incorporation of the corporations named hereunder have been cancelled by an order dated 27^th November, 2000 for default in complying with the provisions of the Corporations Tax Act, and the said corporations have been dissolved on that date..

Date	Name of Corporation	Ontario Corporation Number
27^th November, 2000	Bordaire Limited	112998
27^th November, 2000	Sussex Sterling Inc.	764043

B. G. Hawton,
Director(A), Companies and Personal Property
Security Branch
52/00

Co-operative Corporations Act Certificate of Dissolution Issued

Notice Is Hereby Given that, under the Co-operative Corporations Act, a certificate of dissolution has been issued to:

Effective Date	Name of Co-operative	Date of Incorporation
2000-11-30	Co-operative Carrousel pour Parents et enfants francophones Inc.	1983-5-19

John M. Harper
Director, Examination
Licensing and Enforcement Division
by delegated authority from
Dina Palozzi
Superintendant of Financial Services.
52/00

Courts of Justice Act, s. 127

Interest Rates

1. Postjudgment interest rates (and prejudgment interest rates for causes of action arising on or before October 23, 1989) are as follows:

	1^st Quarter	2^ndQuarter	3^rd Quarter	4^th Quarter
1985	12%	13%	11%	11%
1986	11%	13%	10%	10%
1987	10%	9%	10%	11%
1988	10%	10%	11%	12%
1989	13%	13%	14%	14%
1990	14%	15%	15%	14%
1991	14%	11%	11%	10%
1992	9%	9%	8%	7%
1993	10%	8%	7%	6%
1994	6%	6%	8%	7%
1995	8%	10%	9%	8%
1996	8%	7%	6%	6%
1997	5%	5%	5%	5%
1998	5%	6%	6%	7%
1999	7%	7%	6%	6%
2000	6%	7%	7%	7%
2001	7%

This table shows the postjudgment interest rates for orders made in the quarters indicated. This table also shows the prejudgment interest rates for actions commenced in the quarters indicated in respect of causes of action arising on or before October 23, 1989.

2.Prejudgment interest rates for causes of action arising after October 23, 1989 are as follows:

	1^st Quarter	2^nd Quarter	3^rd Quarter	4^th Quarter
1989				12.4%
1990	12.5%	13.5%	13.9%	12.9%
1991	12.3%	10.0%	9.1%	8.8%
1992	7.7%	7.5%	6.3%	5.1%
1993	8.3%	6.1%	5.1%	5.0%
1994	4.3%	4.1%	6.6%	5.6%
1995	6.0%	8.0%	7.6%	6.6%
1996	6.1%	5.6%	5.0%	4.3%
1997	3.3%	3.3%	3.3%	3.5%
1998	4.0%	5.0%	5.0%	6.0%
1999	5.3%	5.3%	4.8%	4.8%
2000	5.0%	5.3%	6.0%	6.0%
2001	6.0%

This table shows the prejudgment interest rates for actions commenced in the quarters indicated in respect of causes of action arising after October 23, 1989

Sandra Wain,
A/Director,
Program Development Branch,
Court Services Division,
Ministry of the Attorney General
(6788) 52

Ontario Securities Commission

Ontario Securities Commission Rule 35-502 Non-Resident Advisers

Part Title

Part 1 Definitions And Interpretation

1. Definitions
2. Extended Meaning of Affiliates

Part 2 International Adviser Applicants

1. Completion of Form 3
2. Completion of Form 4

Part 3 International Advisers

1. General Requirements
2. Acquisition of an Interest in Another Registrant
3. Record Keeping and Production of Records and Witnesses
4. Standards Ensuring Fairness
5. Compensation of Partners, Officers or Representatives of International Advisers
6. Supervision of Accounts
7. Holding of Client Assets
8. Renewals of Registration
9. Examinations
10. Amendments to Registration
11. Conducting an Audit at the Request of the Commission
12. Disclosure of Status to Clients
13. Disclosure of Status in Offering Documents

Part 4 Exemption From Financial Statement Preparation And Filing Requirements

1. Exemption from Financial Statement Preparation Requirements and Filings
2. Order Granting Exemption

Part 5 Exemption From Reporting Of Certain Changes

1. Exemption from Reporting of Certain Changes under the Act
2. Order Granting Exemption
3. Exemption from Rule 35-503

Part 6 Restricted Advisory Activities For International Advisers

1. Permitted Clients
2. Indirect Advising
3. Advising in Another Country
4. Advising in Respect of Foreign Securities
5. Limitation on Revenues

Part 7 Exemptions From Registration

1. Unsolicited Advising of not More than Five Clients in Canada
2. Commodity Pool Programs
3. Sub-Adviser for a Registrant
4. Advising Funds Outside Ontario
5. Advising Advisers to Funds Outside Ontario
6. Advising Pension Funds of Affiliates
7. Distributions to Existing Holders
8. Existing Privately Placed Funds
9. Funds Managed Under Prior Legislation
10. Privately Placed Funds Offered Primarily Abroad
11. Disclosure in Offering Documents

Part 8 Extra-Provincial Advisers

1. Registration in Another Province
2. Change in Registration Status in Another Jurisdiction
3. Counselling Officer Resident in Canada

Part 9 Submission To Jurisdiction And Appointment Of Agent For Service Of Process Forms

1. Submission to Jurisdiction
2. Disclosure of Submission to Jurisdiction to Clients
3. Disclosure of Submission to Jurisdiction in Offering Documents

Part 10 Exemption

1. Exemption

Appendix A Form Of Submission To Jurisdiction And Appointment Of Agent For Service Of Process By A Non-Resident Adviser

Appendix B Form Of Submission To Jurisdiction And Appointment Of Agent For Service Of Process By Non-Resident Partners, Officers Or REPRESENTATIVES OF A NON-RESIDENT ADVISER

Ontario Securities Commission Rule 35-502

Non-Resident Advisers

Part 1 Definitions And Interpretation
1. Definitions - In this Rule
  
  “book-based system” has the meaning ascribed to that term in National Instrument 81-102 Mutual Funds;
  
  “Canadian security” means a security other than a foreign security;
  
  “extra-provincial adviser” means a person or company that is registered or applying for registration as an adviser under the Act, other than an international adviser or international adviser applicant, and that does not have a place of business in Ontario with partners, officers or representatives resident in Ontario who are acting on its behalf in Ontario;
  
  “foreign security” has the meaning ascribed to that term in subsection 204(1) of the Regulation;
  
  “Form 3” and “Form 4” mean Form 3 or Form 4 to the Regulation, respectively;
  
  “fund” means a mutual fund or a non-redeemable investment fund;
  
  “international adviser applicant” means a person or company applying for registration as an international adviser under the Act;
  
  “international adviser” means
  1. 1. a person or company that has been granted registration as an international adviser (investment counsel, portfolio manager or securities adviser) under the Act, and
    2. a registrant whose registration is subject to the restrictions set out in former Rule In the Matter of Certain Advisers (1997), 20 Oscb 1217, as amended;
  “manager” means the person or company the directs the business, operations or affairs of a fund;
  
  “Ontario client” means a permitted client who is ordinarily resident in Ontario;
  
  “permitted client” means one of the following clients:
  1. A bank listed in Schedule I or II to the Bank Act (Canada), acting as principal or as agent for accounts fully managed by it.
  2. A loan corporation or trust corporation registered under the Loan and Trust Corporations Act, acting as principal or as trustee or agent for accounts fully managed by it.
  3. An insurance company licensed under the Insurance Act.
  4. Each of a treasury branch, credit union or caisse populaire that, in each case, is authorized to carry on business in Ontario.
  5. The Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada).
  6. Her Majesty in right of Canada or of any jurisdiction.
  7. A portfolio manager acting as principal or as agent for accounts fully managed by it.
  8. A broker or investment dealer acting as principal or, as permitted by section 148 of the Regulation, as agent for accounts fully managed by it.
  9. A pension fund that is regulated either by the Office of the Superintendent of Financial Institutions (Canada) or by a provincial pension commission, or a group of pension funds that are so regulated, if the pension fund has, or the group of pension funds have, net assets of at least $100 million, or its equivalent in another currency, provided that, in determining net assets, the liability of the pension fund for future pension payments shall not be included.
  10. A registered charity under the ITA with assets not used directly in charitable activities or administration of at least $5 million or its equivalent in another currency.
  11. An individual who has a net worth of at least million or its equivalent in another currency, excluding the value of his or her principal residence, as certified by the individual.
  12. A person or company that is entirely owned, legally and beneficially, by an individual or individuals referred to in paragraph 11, who hold its or their ownership interest in the person or company directly or through a trust the trustee of which is a trust company registered under the Loan and Trust Corporations Act.
  13. A corporation that has shareholders’ equity of at least $100 million on a consolidated basis or its equivalent in another currency.
  14. A fund that distributes its securities in Ontario, if the manager of the fund
    1. is ordinarily resident in a jurisdiction and is registered under the Act as a portfolio manager, broker, investment dealer or mutual fund dealer, or is registered under Canadian securities legislation other than the Act in an equivalent category of registration, and
    2. is a party to the contract under which the international adviser provides investment advice or portfolio management services to the fund.
  15. A fund that distributes its securities in Ontario only to persons or companies referred to in paragraphs 1 through 13 or described in section 7.7 or 7.8;
  “portfolio adviser” means a person or company that provides investment advice or portfolio management services under a contract with a fund or with the manager of the fund; and
  
  “submission to jurisdiction and appointment of agent for service of process form” means, for an international adviser, the form set out in Appendix A to this Rule and, for a partner, officer or representative of an international adviser, the form set out in Appendix B to this Rule.
2. Extended Meaning of Affiliates - An international adviser that is a partnership is considered to be affiliated with another partnership or with a company, and an international adviser that is a company is considered to be affiliated with a partnership, if the partnerships, or the partnership and the company, would be affiliates of each other under the definition of “affiliated companies” in the Act, if that definition and the related definitions of “controlled companies” and “subsidiary companies” were each read as if references to a “company” were references to a “partnership”.
Part 2 International Adviser Applicants
1. Completion of Form 3
  1. An international adviser applicant shall complete and execute a Form 3 and shall indicate in response to question 1 of Form 3 that the applicant is applying for registration as an international adviser.
  2. An international adviser applicant is not required to complete item 3 of Form 3.
  3. An international adviser applicant is not required to complete item 11 of Form 3, other than item 11A(b).
  4. An international adviser applicant, in responding to items 9 and 10 of Form 3, need only list and provide information about its partners, officers or representatives who will be acting on its behalf in respect of the business of the international adviser applicant in Ontario.
2. Completion of Form 4 - A person that applies for registration as a partner, officer or representative, or that seeks approval as a partner, officer, or representative, listed in the international adviser’s Form 3 pursuant to section 2.1(4) shall complete and execute a Form 4, unless the information required by Form 4 has previously been filed by the applicant and the information as previously filed is current and correct as of the date the of application, but is not required to complete items 7, 8, 10, 20 and 21 of Form 4.
Part 3 International Advisers
1. General Requirements
  1. No registration or renewal of registration shall be granted to an international adviser applicant or an international adviser unless the international adviser applicant or the international adviser has complied with the requirements of this Rule and any applicable requirements of the Regulation at the time of the granting of the registration or the renewal of registration.
  2. An international adviser and each of its partners, officers or directors registered under the Act shall comply with the requirements of this Rule and any other applicable requirements of Ontario securities law.
  3. The Commission may prescribe conditions of registration for an international adviser or its registered partners, officers or representatives, or for a group of international advisers or group of its or their registered partners, officers or representatives, that are in lieu of some or all of the conditions of registration set forth in this Rule, if the Commission gives prior notice of the proposed conditions to those persons or companies affected and affords them an opportunity to be heard and the Commission publishes notice in a publication published by the Commission of each instance when it so prescribes.
2. Acquisition of an Interest in Another Registrant - An international adviser is subject to the requirements of section 104 of the Regulation or Part 4 of Rule 33-503 Change of Registration Information when it becomes effective.
3. Record Keeping and Production of Records and Witnesses
  1. An international adviser is subject to the requirements relating to record keeping set out in subsections 113(1), (2) and (4) of the Regulation.
  2. If the laws of the foreign jurisdiction in which the books, records or documents referred to in subsection 19(3) of the Act of an international adviser are located prohibit production of the books, records or documents in Ontario without the consent of the relevant client, an international adviser shall, upon a request by the Commission under subsection 19(3) of the Act
    1. so advise the Commission; and
    2. use its best efforts to obtain the client’s consent to the production of the books, records or documents.
  3. At the request of the Director, the Commission or a person appointed by the Commission to make an investigation under the Act relating to the international adviser’s activities in Ontario, an international adviser shall
    1. immediately produce in Ontario, at the international adviser’s expense, appropriate persons in its employ as witnesses to give evidence on oath or otherwise;
    2. if the appropriate persons referred to in paragraph (a) are not in its employ, use its best efforts immediately immediately to produce in Ontario, at the international adviser’s expense, the persons to give evidence on oath or otherwise, subject to the laws of the foreign jurisdiction that are otherwise applicable to the giving of evidence; and
    3. if the laws of a foreign jurisdiction that are otherwise applicable to the giving of evidence prohibit the international adviser or the persons referred to in paragraph (a) from giving the evidence without the consent of the relevant client
      1. so advise the Commission or the person making the request, and
      2. use its best efforts to obtain the client’s consent to the giving of the evidence.
4. Standards Ensuring Fairness - An international adviser shall adopt and maintain standards directed to ensuring fairness in the allocation of investment opportunities among the Ontario clients of the investment counsel and a copy of the standards so established shall be furnished to each Ontario client of the international adviser and filed with the Commission.
5. Compensation of Partners, Officers or Representatives of International Advisers - An international adviser shall not compensate its partners, officers or representatives in a manner that is based upon the value or the volume of the transactions initiated for the Ontario clients of the international adviser.
6. Supervision of Accounts - Subsections 115(3) and (4) of the Regulation apply to an international adviser.
7. Holding of Client Assets
  1. Subject to subsections (2) and (3), an international adviser shall ensure that the securities and money of an Ontario client are held
    1. by the Ontario client; or
    2. by a custodian or sub-custodian
      1. that meets the requirements prescribed for acting as a custodian or sub-custodian of a mutual fund in National Instrument 81-102, and
      2. that is subject to the agreement announced by the Bank for International Settlements on July 1, 1988 concerning international convergence of capital measurement and capital standards.
  2. An international adviser or an affiliate of the international adviser that holds the securities or money of an Ontario client as custodian or sub-custodian shall hold the securities and money in compliance with sections 116, 117, 118 and 119 of the Regulation.
  3. The securities of an Ontario client may be deposited with or delivered to a depository or clearing agency that is authorized to operate a book-based system.
8. Renewals of Registration - Sections 130 to 133 of the Regulation apply to an international adviser and each of its registered partners, officers and representatives.
9. Examinations - Section 134 of the Regulation applies to an international adviser and each of its registered partners, officers and representatives.
10. Amendments to Registration - Sections 135 and 136 of the Regulation apply to an international adviser and each of its registered partners, officers and representatives.
11. Conducting an Audit at the Request of the Commission - Section 145 of the Regulation applies to an international adviser.
12. Disclosure of Status to Clients - An international adviser shall deliver to an Ontario client, before acting as an adviser to the Ontario client, a statement in writing disclosing
  1. to the extent applicable, that there may be difficulty enforcing any legal rights the Ontario client may have against the international adviser because
    1. the international adviser is ordinarily resident outside Canada and all or a substantial portion of its assets are situated outside Canada, and
    2. if applicable, that the laws of the foreign jurisdiction in which the books, records and documents referred to in subsection 19(3) of the Act of the international adviser are located prevent the production of those books, records and documents in Ontario; and
  2. that the international adviser is not fully subject to the requirements of the Act and the regulations concerning proficiency, capital, insurance, record keeping, segregation of funds and securities and statements of account and portfolio.
13. Disclosure of Status in Offering Documents - A prospectus filed in Ontario for a fund whose portfolio adviser is an international adviser, or whose portfolio adviser receives investment advice or portfolio management services from an international adviser, shall disclose the matters referred to in section 3.12.
Part 4 Exemption From Financial Statement Preparation And Filing Requirements
1. Exemption from Financial Statement Preparation Requirements and Filings - An application under section 147 of the Act for an exemption from the requirement of subsection 21.10(3) of the Act that registrants file annual audited financial statements may consist of the following sentence if the international adviser applicant or the international adviser is not applying for registration, and is not registered, in any category of registration in addition to registration as a international adviser and if the application is made by an international adviser applicant concurrently with the filing of an application for registration or by an international adviser before or on the first anniversary of registration as an adviser after the date this Rule comes into force:
  
  “We hereby apply for an exemption from the requirement of the Act that registrants file annual audited financial statements. We understand that this exemption will terminate if we become a registrant in another category of registration under the Act.”
2. Order Granting Exemption - The issuance by the Director of a certificate of registration or renewal of registration to the international adviser applicant or to the international adviser is evidence of the approval of the application made under section 4.1, if that section has been complied with, unless the exemption request is denied in writing by the Director.
Part 5 Exemption From Reporting Of Certain Changes
1. Exemption from Reporting of Certain Changes under the Act - An application under subsection 33(4) of the Act for an exemption from the requirement of subsection 33(2) of the Act that advisers notify the Director of the changes in information required to be reported under that subsection, to the extent that the change required to be reported relates to information that was not required to be furnished to the Director upon the filing of the application for registration by an international adviser, may consist of the following sentence if the international adviser applicant or the international adviser is not applying for registration, and is not registered, in any category of registration in addition to registration as a international adviser and if the application is made by an international adviser applicant concurrently with the filing of an application for registration or by an international adviser before or concurrently with the first anniversary of registration as an adviser made after the date this Rule comes into force:
  
  “Subsection 33(2) of the Ontario Securities Act requires advisers to notify the Director of changes in the information required to be reported by that subsection. We hereby apply for an exemption from these requirements to the extent that the change relates to information that was not required to be furnished to the Director upon the filing of our application for registration as an international adviser. We understand that this exemption will terminate if we become a registrant in another category of registration under the Act.”
2. Order Granting Exemption - The issuance by the Director of a certificate of registration or renewal of registration to the international adviser applicant or the international adviser is evidence of the approval of the application made under section 5.1, if that section has been complied with, unless the exemption request is denied in writing by the Director.
3. Exemption from Rule 35-503 - Despite Rule 35-503 Change of Registration Information, an international adviser is not required to file an amendment to its registration or to notify the Director of a notifiable change relating to information that was not required to be furnished to the Director upon the filing of the applicant’s application for registration as an international adviser.
Part 6 Restricted Advisory Activities For International Advisers
1. Permitted Clients
  1. An international adviser shall only act as an adviser in Ontario for permitted clients.
  2. In determining whether a permitted client that is a pension fund, group of pension funds, registered charity or corporation meets the financial requirements referred to in paragraphs 9, 10 and 13 of the definition of a “permitted client” in section 1.1, the international adviser may rely on the most recent audited financial statements of the permitted client.
  3. The financial requirements referred to in paragraphs 9, 10, 11 and 13 of the definition of the term “permitted client” in section 1.1 are only required to be satisfied at the time the international adviser first acts as an adviser for the client.
  4. Despite subsection (2), if an international adviser was acting as an adviser for a client on June 1, 1992 and has acted for that client continuously since that date, the financial requirements referred to in section 1.1 may be satisfied as of June 1, 1992.
2. Indirect Advising - An international adviser shall not act as an adviser in Ontario to a person or company that is not a permitted client indirectly, by providing investment advice or portfolio management services through another person or company, other than a person or company referred to in paragraphs 1, 2, 7 or 8 of the definition of “permitted client” in section 1.1 or except as permitted by Part 7.
3. Advising in Another Country - An international adviser shall not act as an adviser in Ontario for a type of security unless it is engaged in the business of an adviser in a foreign jurisdiction for that type of security.
4. Advising in Respect of Foreign Securities - An international adviser shall not act as an adviser in Ontario for Canadian securities unless this activity is incidental to its acting as an adviser in Ontario for foreign securities. Whether the activity can be considered to be incidental shall be evaluated from the point of view of the adviser, on an account by account basis, and not the client.
5. Limitation on Revenues - No more than 25 per cent of the aggregate consolidated gross revenues from advisory activities of an international adviser and its affiliates or affiliated partnerships, in any financial year of the international adviser, shall arise from the international adviser and its affiliates or affiliated partnerships acting as advisers for clients in Canada.
Part 7 Exemptions From Registration
1. Unsolicited Advising of not More than Five Clients in Canada
  1. The adviser registration requirement does not apply to a person or company, not ordinarily resident in Ontario, if
    1. it, and its affiliates or affiliated partnerships that are not ordinarily resident in Ontario, did not act as an adviser during the preceding 12 months for more than five clients in Canada;
    2. it acts as an adviser in Ontario in reliance upon the exemption provided by this section solely for permitted clients, other than a fund;
    3. it does not solicit clients in Ontario;
    4. its acting as an adviser in Ontario for Canadian securities is incidental to its acting as an adviser in Ontario for foreign securities;
    5. before advising an Ontario client, it notifies the Ontario client that it is not registered as an adviser in Ontario; and
    6. all assets of its Ontario clients are held by persons or companies that meet the requirements of paragraph 3.7(1) or are referred to in subsection 3.7(3).
  2. For purposes of paragraph (1)(a), in determining if a person or company has acted as an adviser for more than five clients in Canada
    1. two or more persons who are or intend to become the joint registered owners of securities or an account in respect of which the person or company acts as an adviser are counted as one client;
    2. a person or company acting as trustee or agent for more than one fully managed account is counted as one client;
    3. clients referred to in sections 7.2 through 7.9 are excluded; and
    4. clients who would be excluded by sections 7.2 through 7.9 if they were residents of Ontario are excluded.
2. Commodity Pool Programs - The adviser registration requirement does not apply to a person or company, not ordinarily resident in Ontario, that is registered under the Commodity Futures Act, in connection with that person or company acting as a portfolio adviser to a mutual fund that is subject to National Instrument 81-104 Commodity Pools or to a non-redeemable investment fund that would be subject to that National Instrument if it were a mutual fund
3. Sub-Adviser for a Registrant
  1. The adviser registration requirement does not apply to a person or company, not ordinarily resident in Ontario, in connection with that person or company acting as an adviser for an investment counsel or portfolio manager, or for a broker or investment dealer acting as a portfolio manager as permitted by subsection 148(1) of the Regulation, if
    1. the obligations and duties of the person or company so acting as an adviser are set out in a written agreement with the registrant;
    2. the registrant contractually agrees with its clients on whose behalf investment advice is or portfolio management services are to be provided to be responsible for any loss that arises out of the failure of the person or company so acting as an adviser
      1. to exercise the powers and discharge the duties of its office honestly, in good faith and in the best interests of the registrant and each client of the registrant for whose benefit the advice is or portfolio management services are to be provided, or
      2. to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances;
    3. the registrant cannot be relieved by its clients from its responsibility for loss under paragraph (b); and
    4. the person or company so acting as an adviser, if a resident of a jurisdiction, is registered as an adviser in the jurisdiction.
4. Advising Funds Outside Ontario - The adviser registration requirement does not apply to a person or company, not ordinarily resident in Ontario, in connection with that person or company acting as a portfolio adviser to a fund that does not have an address in Ontario, if
  1. advice to the fund is given and received or portfolio management services are provided outside of Ontario; and
  2. the person or company is registered in a jurisdiction in a category of registration that permits the person or company to provide discretionary portfolio management services or as a broker or investment dealer acting as a portfolio manager as permitted by a provision similar to subsection 148(1) of the Regulation.
5. Advising Advisers to Funds Outside Ontario - The adviser registration requirement does not apply to a person or company, not ordinarily resident in Ontario, in connection with that person or company acting as an adviser to a portfolio adviser to a fund exempted from the adviser registration requirements under section 7.4, if
  1. the obligations and duties of the person or company are set out in a written agreement with the portfolio adviser to the fund;
  2. the portfolio adviser to the fund contractually agrees with the fund to be responsible for any loss to the fund that arises out of the failure of the person or company
    1. to exercise the powers and discharge the duties of its office honestly, in good faith and in the best interests of the fund, or
    2. to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances;
  3. the portfolio adviser to the fund cannot be relieved by the fund or its securityholders from its responsibility for loss under paragraph (b); and
  4. the person or company, if a resident of a jurisdiction, is registered as an adviser in the jurisdiction.
6. Advising Pension Funds of Affiliates - The adviser registration requirement does not apply to a person or company, not ordinarily resident in Ontario, in connection with that person or company acting as an adviser for a pension fund sponsored by an affiliate of the person or company for the benefit of the employees of the affiliate or affiliates of the affiliate.
7. Distributions to Existing Holders - The adviser registration requirement does not apply to a person or company, not ordinarily resident in Ontario, in connection with that person or company acting as a portfolio adviser to a fund, if the fund
  1. does not have an address in Canada;
  2. is not organized under the laws of Canada or a jurisdiction; and
  3. only distributes securities to a person or company in Ontario in a distribution to which the prospectus requirements of the Act would apply but for the availability of one or more of the exemptions contained in
    1. Rule 81-501 Mutual Fund Reinvestment Plans,
    2. subclause 72(1)(f)(iii) of the Act, or
    3. in a transaction in which securities of the fund are acquired by substantially all holders of securities of a class of the fund or another fund that has the same portfolio adviser.
8. Existing Privately Placed Funds - The adviser registration requirement does not apply to a person or company, not ordinarily resident in Ontario, in connection with that person or company acting as a portfolio adviser to a fund, if the fund
  1. has sold its securities in Ontario in a distribution to which the prospectus requirements of the Act would apply but for the availability of one or more of the exemptions contained in clause 72(1)(a) or (c) of the Act, in clause 72(1)(d) or (p) of the Act subject to compliance with the requirements of Rule 45-501 Prospectus Exempt Distributions, or in subsection 1.2(a) of Rule 32-503 Registration and Prospectus Exemption for Trades by Financial Intermediaries in Mutual Fund Securities to Corporate Sponsored Plans; and
  2. only distributes securities to a person or company in Ontario in a distribution to which the prospectus requirements of the Act would apply but for the availability of one or more of the exemptions contained in
    1. Rule 81-501 Mutual Fund Reinvestment Plans,
    2. subclause 72(1)(f)(iii) of the Act, or
    3. in a transaction in which securities of the fund are acquired by substantially all holders of securities of a class of the fund or another fund that has the same portfolio adviser.
9. Funds Managed Under Prior Legislation - The adviser registration requirement does not apply to a person or company, not ordinarily resident in Ontario, in connection with that person or company acting as a portfolio adviser to a fund, if
  1. the person or company or an affiliate of the person or company has acted continuously as a portfolio adviser to the fund since before May 1, 1967;
  2. securities of the fund have continuously been distributed in Ontario since May 1, 1967 by means of a prospectus prepared and filed in accordance with the Act or its predecessor legislation; and
  3. the person or company has not been registered as an adviser.
10. Privately Placed Funds Offered Primarily Abroad - The adviser registration requirement does not apply to a person or company, not ordinarily resident in Ontario, in connection with the person or company acting as a portfolio adviser to a fund, if the securities of the fund are
  1. primarily offered outside of Canada;
  2. only distributed in Ontario through one or more registrants; and
  3. distributed in Ontario in reliance upon an exemption from the prospectus requirements of the Act.
11. Disclosure in Offering Documents - A prospectus filed in Ontario for a fund whose portfolio adviser is relying upon an exemption from the adviser registration requirements provided by this Part, or whose portfolio adviser receives investment advice or portfolio management services from a person or company that relies upon an exemption from the adviser registration requirements provided by this Part, shall include disclosure that
  1. if the person or company is advising a registrant in reliance on the exemption in section 7.3 or a portfolio adviser in reliance upon the exemption in section 7.5, the registrant or portfolio adviser has responsibility for the investment advice given or portfolio management services provided by the person or company; and
  2. to the extent applicable, there may be difficulty in enforcing any legal rights against the person or company because it is resident outside Canada and all or a substantial portion of its assets are situated outside Canada.
Part 8 Extra-Provincial Advisers
1. Registration in Another Province - A person or company applying for registration as an adviser under the Act that is an extra-provincial adviser shall be registered under securities legislation of the jurisdiction in which the head office or principal place of business of the person or company is located in a category of registration that permits the person or company to carry on the activities in that jurisdiction that registration as an adviser under the Act would permit the person or company to carry on in Ontario.
2. Change in Registration Status in Another Jurisdiction - An extra-provincial adviser shall inform the Director immediately upon the extra-provincial adviser becoming aware that the registration of the extra-provincial adviser in another jurisdiction
  1. is not being renewed, is lapsing or is being suspended, cancelled, revoked or is becoming restricted by the imposition of any terms or conditions; or
  2. is the subject of an investigation by a securities regulatory authority other than the Commission. 8.3 Counselling Officer Resident in Canada - An extra-provincial adviser shall have at least one officer resident in Canada who is registered as a counselling officer in accordance with section 3.2 of Rule 31-502 Proficiency Requirements for Registrants.
Part 9 Submission To Jurisdiction And Appointment Of Agent For Service Of Process Forms
1. Submission to Jurisdiction - An international adviser, an extra-provincial adviser and each partner, officer or representative of an international adviser or an extra-provincial adviser seeking registration under the Act shall file as part of his, her or its application for registration an executed submission to jurisdiction and appointment of agent for service of process form.
2. Disclosure of Submission to Jurisdiction to Clients - An international adviser or an extra-provincial adviser shall deliver to an Ontario client, before acting as an adviser to the Ontario client, a statement in writing disclosing the name and address of the agent for service of process of the international adviser or extra-provincial adviser in Ontario appointed by the international adviser or extra-provincial adviser or that this information is available from the Commission.
3. Disclosure of Submission to Jurisdiction in Offering Documents - A prospectus filed in Ontario for a fund whose portfolio adviser is an international adviser or an extra-provincial adviser, or whose portfolio adviser receives investment advice or portfolio management services from an international adviser or an extra-provincial adviser, shall disclose the matters referred to in section 9.2.
Part 10 Exemption
1. Exemption - The Director may grant an exemption to this Rule, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

Ontario Securities Commission Rule 35-502

Non-Resident Advisers

Appendix A

Form Of Submission To Jurisdiction And Appointment Of Agent For Service Of Process By A Non-Resident Adviser

Name of the applicant (the “Applicant”):
Jurisdiction of incorporation or organization of the Applicant:
Name of agent for service of process (the “Agent”):
Address for service of process of the Agent in Ontario:
The Applicant designates and appoints the Agent at the address stated above as its agent upon whom may be served any notice, pleading, subpoena, summons or other process in any action, investigation or administrative, criminal, quasi-criminal, penal or other proceeding (each, a “Proceeding”) arising out of or relating to or concerning the Applicant’s activities as an adviser in Ontario, and irrevocably waives any right to raise as defence in any Proceeding any alleged lack of jurisdiction to bring that Proceeding.
The Applicant irrevocably and unconditionally submits to the non-exclusive jurisdiction of the judicial, quasi-judicial and administrative tribunals of Ontario and any administrative proceeding in Ontario, in any Proceeding arising out of or related to or concerning the Applicant’s activities as an adviser in Ontario.
Until six years after the Applicant ceases to be registered as an adviser in Ontario, the Applicant shall file
1. a new Submission to Jurisdiction and Appointment of Agent for Service of Process in this form at least 30 days before termination for any reason of this Submission to Jurisdiction and Appointment of Agent for Service of Process and immediately after the death or incapacity of the Agent or the Agent ceasing to carry on business; and
2. an amended Submission to Jurisdiction and Appointment of Agent for Service of Process at least 30 days before any change in the name or address of the Agent from that set forth above.
This Submission to Jurisdiction and Appointment of Agent for Service of Process is governed by and construed in accordance with the laws of Ontario.

Dated:

[Name of Applicant]

By:

(Signature of authorized signatory)

(Name and title of authorized signatory)

Acceptance

The undersigned accepts the appointment as agent for service of process of (Insert name of Applicant) under the terms and conditions of the foregoing Submission to Jurisdiction and Appointment of Agent for Service of Process and agrees to advise the Commission immediately if the undersigned is unable to deliver to the Applicant a copy of a document served on the undersigned as Agent.

Dated:

Signature of Agent or authorized signatory)

(Name and Title of Authorized Signatory)

Ontario Securities Commission Rule 35-502

Non-Resident Advisers

Appendix B

Form Of Submission To Jurisdiction And Appointment Of Agent For Service Of Process By Non-Resident Partners, Officers Or Representatives OF A NON-RESIDENT ADVISER 1.

Name of the adviser (the “Registrant”):
Jurisdiction of incorporation or organization of the Registrant:
Name and address of person filing this form (the “Filing Person”):
Name of agent for service of process (the “Agent”):
Address for service of process of the Agent in Ontario:
The Filing Person designates and appoints the Agent at the address of the Agent 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, penal or other proceeding (each, a “Proceeding”) arising out of or relating to or concerning the Filing Person’s activities in Ontario as a registrant under the Securities Act (Ontario) (the “Act”), and irrevocably waives any right to raise as a defence in any Proceeding any alleged lack of jurisdiction to bring that Proceeding.
The Filing Person irrevocably and unconditionally submits to the non-exclusive jurisdiction of the judicial, quasi-judicial and administrative tribunals of Ontario and any administrative proceeding in Ontario, in any Proceeding arising out of or related to or concerning the Filing Person’s activities in Ontario as a registrant under the Act.
Until the earlier of the termination of the Filing Person’s position as a partner, officer or representative of the Registrant and six years after the Registrant ceases to be a registrant under the Act, the Filing Person shall file
1. a new Submission to Jurisdiction and Appointment of Agent for Service of Process in this form at least 30 days prior to termination for any reason of this Submission to Jurisdiction and Appointment of Agent for Service of Process and immediately after the death or incapacity of the Agent or the Agent ceasing to carry on business; and
2. an amended Submission to Jurisdiction and Appointment of Agent for Service of Process at least 30 days before any change in the name or address of the Agent as set forth above.
This Submission to Jurisdiction and Appointment of Agent for Service of Process is governed by and construed in accordance with the laws of Ontario.

Dated:

(Signature of Filing Person)

(Name of Filing Person

Ontario Securities Commission

Regulation To Amend

Regulation 1015 Of The Revised Regulations Of Ontario, 1990 Made Under The Securities Act

Note: Since the end of 1999, Regulation 1015 has been amended by Ontario Regulations 3/00, 108/00, 133/00, 222/00, 342/00 and 468/00. Previous amendments are listed in the Table of Regulations published in The Ontario Gazette dated January 22, 2000.

Sections 50 and 51 of Regulation 1015 of the Revised Regulations of Ontario, 1990 are revoked.
This Regulation comes into force on the day that the rule made by the Ontario Securities Commission on September 12, 2000 entitled “National Instrument 41-101 Prospectus Disclosure Requirements” comes into force.

Ontario Securities Commission:

“J.A. Geller”, Vice-Chair

“Stephen N. Adams”, Commissioner

Dated on September 12, 2000.

Note: The rule made by the Ontario Securities Commission on September 12, 2000 entitled “National Instrument 41-101 Prospectus Disclosure Requirements” comes into force on December 31, 2000

Regulation To Amend Regulation 1015 Of The Revised Regulations Of Ontario, 1990 Made Under The Securities Act

Subsection 1 (4) of Regulation 1015 of the Revised Regulations of Ontario, 1990 is amended by striking out “Subject to section 58” and substituting “Subject to Ontario Securities Commission Rule 41-501 General Prospectus Requirements and to National Instrument 44-101 Short Form Prospectus Distributions and”.
(1) Subsection 2 (3) of the Regulation is revoked and the following substituted:

(3) If the issuer is a bank listed in Schedule 1 or II to the Bank Act (Canada) or is a company undertaking and transacting life insurance that is licensed under the Insurance Act, the issuer’s financial statements are not required to comply with the following provisions if the financial statements are prepared in accordance with a statute incorporating, continuing or governing the issuer and in accordance with any applicable generally accepted accounting principles:
1. Subsection (1).
2. Subsection 9.1 (1) of Ontario Securities Commission Rule 41-501 General Prospectus Requirements.
3. Subsection 7.1 (1) of National Instrument 44-101 Short Form Prospectus Distributions.
(2) Subsection 2 (5) of the Regulation is amended by striking out “sections 9, 52, 65, 91 and 94” and substituting “sections 9, 91 and 94”.
Sections 34, 35, 36 and 37 of the Regulation are revoked.
Paragraphs 1, 2, 4, 5, 6 and 7 of subsection 38 (1) of the regulation are revoked.
Sections 39, 40, 41 and 42 of the Regulation are revoked.
Sections 45, 46, 47, 48 and 49 of the Regulation are revoked.
Sections 52, 53, 55, 56, 57, 58 and 59 of the Regulation are revoked.
Sections 61, 62, 63, 64, 65 and 66 of the Regulation are revoked.
Section 72 of the Regulation is revoked and the following substituted:
1. The following provisions apply with necessary modifications to a statement of material facts:
1. Section 60.
2. Subsection 3.2 (4), section 4.9, Part 9, section 10.1, paragraphs 2 and 3 of subsection 13.2 (1), paragraph 6 of subsection 13.2 (2), paragraphs 7 and 8 of subsection 13.3 (1), paragraph 1 of subsection 13.3 (2), section 13.4 and clause 13.7 (3) (d) of Ontario Securities Commission Rule 41-501 General Prospectus Requirements.
3. Item 9 of Form 41-501F1 Information Required in a Prospectus.
Sections 80, 81 and 82 of the Regulation are revoked.
Forms 12, 13 and 14 of the Regulation are revoked.
This Regulation comes into force on the day that the rule made by the Ontario Securities Commission on September 12, 2000 entitled “Ontario Securities Commission Rule 41-501 General Prospectus Requirements” comes into force.

Ontario Securities Commission:

“J.A. Geller”, Vice-Chair

“Stephen N. Adams”, Commissioner

Dated on September 12, 2000.

Note: The rule made by the Ontario Securities Commission on September 12, 2000 entitled “Ontario Securities Commission Rule 41-501 General Prospectus Requirements” comes into force on December 31, 2000.

National Instrument 41-101

Prospectus Disclosure Requirements

Part 1 Application And Interpretation

1. Application
2. Interpretation of “Prospectus”
3. Variations

Part 2 Front Page Disclosure

1. Prospectus Warning and Disclaimer Clause
2. Preliminary Prospectus Disclosure
3. International Issuers

Part 3 Plan Of Distribution Disclosure

1. Plan of Distribution Disclosure

Part 4 Statutory Rights Of Withdrawal And Rescission

1. General
2. Non-Fixed Price Offerings

Part 5 Exemption

1. Exemption
2. Evidence of Exemption

Part 6 Effective Date

1. Effective Date

National Instrument 41-101 Prospectus Disclosure Requirements

Part 1 Application And Interpretation
1. Application - Except as otherwise provided in securities legislation or an exemption from securities legislation, this Instrument applies to a prospectus.
2. Interpretation of “Prospectus” - In this Instrument, unless otherwise stated, a reference to a prospectus includes a preliminary prospectus.
3. Variations - An issuer may modify the statements required by this Instrument to be included in a prospectus to reflect the terms and conditions of a distribution of the issuer’s securities.
Part 2 Front Page Disclosure
1. Prospectus Warning and Disclaimer Clause - An issuer shall include the following statement in italics at the top of the cover page of its prospectus:
  
  “No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.”
2. Preliminary Prospectus Disclosure - An issuer shall include the following statement in red ink and italics at the top of the cover page immediately above the disclosure required under section 2.1, with the bracketed information completed:
  
  “A copy of this preliminary prospectus has been filed with the securities regulatory authority(ies) in [each of/certain of the provinces/provinces and territories of Canada] but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the prospectus is obtained from the securities regulatory authority(ies).”
  
  Instruction
  
  Issuers shall complete the bracketed information by (i) inserting the names of each jurisdiction in which the issuer intends to offer securities under the prospectus; (ii) stating that the filing has been made in each of the provinces of Canada or each of the provinces and territories of Canada; or (iii) identifying the filing jurisdictions by exception (i.e., every province of Canada or every province and territory of Canada, except [excluded jurisdictions]).
3. International Issuers
  1. If the issuer, a selling securityholder, a credit supporter of the securities distributed under the prospectus or a promoter of the issuer is incorporated, continued, or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, state the following on the cover page or under a separate heading elsewhere in the prospectus, with the bracketed information completed:
    
    “The [name of the issuer, selling securityholder, credit supporter and/or promoter] is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada. Although [name of the issuer, selling securityholder, credit supporter and/or promoter] has appointed [name(s) and address(es) of agent(s) for service] as its agent(s) for service of process in [name of province or territory], it may not be possible for investors to collect from the issuer, selling securityholder, credit supporter or promoter, judgments obtained in courts in [name of provinces and territories] predicated on the civil liability provisions of securities legislation.”
  2. For the purposes of subsection (1), “credit supporter” has the meaning ascribed to that term in National Instrument 44-101 Short Form Prospectus Distributions.
Part 3 Plan Of Distribution Disclosure
1. Plan of Distribution Disclosure - If an underwriter has agreed to purchase all of the securities being distributed at a specified price and the underwriter’s obligations are subject to conditions an issuer shall include the following statements in its prospectus with the bracketed information completed:
  
  “Under an agreement dated [date of agreement] between [name of issuer or selling shareholder] and [name(s) of underwriter(s)], as underwriter[s], [name of issuer or selling shareholder] has agreed to sell and the underwriter[ s] [has/have] agreed to purchase on [closing date] the securities at a price of [offering price] payable in cash to [name of issuer or selling shareholder] against delivery. The obligations of the underwriter[s] under the agreement may be terminated at [its/their] discretion on the basis of [its/their] assessment of the state of the financial markets and may also be terminated upon the occurrence of certain stated events. The underwriter[s] [is/are], however, obligated to take up and pay for all the securities if any of the securities are purchased under the agreement.”
  1. On the cover page of the prospectus: “We, as principals, conditionally offer these securities, subject to prior sale, if, as and when issued by [name of issuer] and accepted by us in accordance with the conditions contained in the underwriting agreement referred to under Plan of Distribution.”
  2. In the section of the prospectus that describes the plan of distribution of the securities:
Part 4 Statutory Rights Of Withdrawal And Rescission
1. General - An issuer shall include a statement in substantially the following form, with bracketed information completed, in its prospectus:
  
  “Securities legislation in [certain of the provinces [and territories] of Canada/the Province of [insert name of local jurisdiction, if applicable]] provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. [In several of the provinces/provinces and territories], [T/t]he securities legislation further provides a purchaser with remedies for rescission [or [, in some jurisdictions,] damages] if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission [or damages] are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province [or territory]. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province [or territory] for the particulars of these rights or consult with a legal adviser.”
2. Non-Fixed Price Offerings - In the case of a non-fixed price offering, replace, if applicable, in the jurisdiction in which the prospectus is filed, the second sentence in the legend in item 4.1 with a statement in substantially the following form:
  
  “This right may only be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment, irrespective of the determination at a later date of the purchase price of the securities distributed.”
Part 5 Exemption
1. Exemption
  1. The regulator or the securities regulatory authority may grant an exemption, in whole or in part, from the provisions of this Instrument subject to such conditions or restrictions as may be imposed in the exemption.
  2. Despite subsection (1), in Ontario and Alberta, only the regulator may grant such an exemption.
  3. An application made to the securities regulatory authority or regulator for an exemption from the provisions of this Instrument shall include a letter or memorandum describing the matters relating to the exemption and indicating why consideration should be given to the granting of the exemption.
2. Evidence of Exemption
  1. Without limiting the manner in which an exemption under this Part may be evidenced, the granting of an exemption under this Part may be evidenced by the issuance of a receipt for a prospectus or an amendment to a prospectus.
  2. An exemption under this Part may be evidenced in the manner set out in subsection (1) only if
    1. the person or company that sought the exemption sent the regulator the letter or memorandum referred to in subsection 5.1(3) on or before the date of the filing of the preliminary prospectus;
    2. sent to the regulator the letter or memorandum referred to in subsection 5.1(3) after the date of the filing of the preliminary prospectus and received a written acknowledgement from the regulator that the exemption may be evidenced in the manner set out in subsection (1); and
    3. the regulator has not sent notice to the contrary to the person or company that sought the exemption before, or concurrently with, the issuance of the receipt.
Part 6 Effective Date
1. Effective Date - This Instrument shall come into force on December 31, 2000.

Rule 41-501

General Prospectus Requirements

Ontario Securities Commission Rule 41-501 General Prospectus Requirements

Part Title

Part 1 Form Of Prospectus

1. Form of Prospectus
2. Pro Forma Prospectus

Part 2 Definitions And Interpretations

1. Definitions
2. Significant Acquisitions
3. Application of the Income Test
4. Probable Acquisitions
5. Acquisitions
6. Significant Dispositions
7. Calculation of Market Capitalization for Junior Issuer
8. Interpretation of “Prospectus”

Part 3 General Requirements

1. Application of the Rule
2. Style of Prospectus

Part 4 Financial Statement Disclosure For The Issuer

1. Annual Financial Statements of the Issuer
2. Exception to Annual Statement Requirement if More Recent Annual Financial Statements Included
3. Exception to Annual Financial Statement Requirement if Financial Year End has Changed
4. Predecessor Entities and Business Combinations
5. Reverse Take-Overs
6. Interim Financial Statements of the Issuer
7. Additional Financial Statements or Financial Information of the Issuer Filed or Released
8. Audit Requirement for Financial Statements of the Issuer
9. Exception to Audit Requirement for Interim Financial Statements of the Issuer
10. Exception to Audit Requirement for Financial Statements Included in a Previous Prospectus without an Audit Opinion
11. Exception to Audit Requirement for Financial Statements of a Junior Issuer
12. Exception to Audit Requirement for Financial Statements of an Issuer in a Pro Forma Prospectus

Part 5 Financial Statement Disclosure For A Credit Supporter

1. Financial Statements of a Credit Supporter
2. Omission of Issuer’s Financial Statements
3. Audit Requirement for Financial Statements of a Credit Supporter
4. Exception to Audit Requirement for Interim Financial Statements of a Credit Supporter
5. Exception to Audit Requirement for Financial Statements of a Credit Supporter in a Pro Forma Prospectus

Part 6 Financial Statement Disclosure For Significant Acquisitions

1. Scope
2. Financial Statement Disclosure for Significant Acquisitions Completed During the Issuer’s Three Most Recently Completed Financial Years
3. Financial Statement Disclosure for Significant Acquisitions Completed During the Issuer’s Current Financial Year
4. Financial Statement Disclosure for Significant Probable Acquisitions
5. Pro Forma Financial Statements
6. Reporting Periods
7. Additional Financial Statements or Financial Information of the Business Filed or Released
8. Exceptions to Disclosure Requirements for Significant Acquisitions if More Recent Financial Statements Included
9. Exception to Disclosure Requirements for Significant Acquisitions if Financial Year End Changed
10. Exception to Disclosure Requirements for Significant Acquisitions Accounted for Using the Equity Method
11. Additional Disclosure for Significant Acquisitions Completed After Financial Year End Accounted for Using the Purchase Method
12. Audit Requirement for Financial Statements of a Business
13. Exception to Audit Requirement for Interim Financial Statements of a Business
14. Exception to Audit Requirement for Recent Financial Statements of a Business
15. Exception to Audit Requirement for Financial Statements of a Business Included in a Previous Prospectus without an Audit Opinion
16. Exception to Audit Requirement for Financial Statements of a Business that is a Junior Issuer
17. Exception to Audit Requirement for Financial Statements of a Business in a Pro Forma Prospectus
18. Compilation Report for Pro Forma Financial Statements

Part 7 Financial Statement Disclosure For Multiple Acquisitions That Are Not Otherwise Significant Or Related

1. Scope
2. Historical Financial Statement Disclosure
3. Additional Financial Statements or Financial Information
  
  of the Business Filed or Released
4. Exceptions to Disclosure Requirements for Multiple Acquisitions if More Recent Financial Statements Included
5. Exception to Disclosure Requirements for Multiple Acquisitions if Financial Year End Changed
6. Audit Requirement for Financial Statements of a Business
7. Exception to Audit Requirement for Interim Financial Statements of a Business
8. Exception to Audit Requirement for Recent Financial Statements of a Business
9. Exception to Audit Requirement for Financial Statements of a Business in a Pro Forma Prospectus
10. Compilation Report for Pro Forma Financial Statements

Part 8 Pro Forma Financial Statement Disclosure For Significant DispositionS

1. Scope
2. Pro forma Financial Statements

Part 9 Gaap, Gaas And Auditors’ ReportS

1. Generally Accepted Accounting Principles
2. Exception to the Requirement to Reconcile Financial Statements Prepared in Accordance with Foreign Gaap
3. Generally Accepted Auditing Standards
4. Foreign Auditor’s Report

Part 10 Audit Committee Review Of Financial Statements Included In A Prospectus

1. Audit Committee Review of Financial Statements Included in Prospectus

Part 11 Non-Fixed Price Offerings And Reduction Of Offering Price Under A Prospectus

1. Non-Fixed Price Offerings and Reduction of Offering Price Under a Prospectus

Part 12 Certification

1. Certificate of Related Credit Supporter
2. Date of Certificates
3. Pro Forma Prospectus

Part 13 General Requirements As To Filing

1. Interpretation of “Prospectus”
2. Required Documents for Filing a Preliminary Prospectus or a Pro forma Prospectus
3. Required Documents for Filing a Final Prospectus
4. Consent of Experts
5. French Language Version
6. Material Contracts
7. Amendments
8. Amendment to Preliminary Prospectus
9. Amendment to Final Prospectus

Part 14 Procedures And Requirements For Granting ReceiptS

1. Procedures and Requirements for Granting Receipts

Part 15 Exemption

1. Exemption
2. Evidence of Exemption

Part 16 Effective Date

1. Effective Date

Ontario Securities Commission Rule 41-501 General Prospectus Requirements

Part 1 Form Of Prospectus
1. Form of Prospectus - Except as otherwise provided in the regulations or an exemption to the regulations, a prospectus shall be prepared in accordance with Form 41-501F1 and this Rule.
2. Pro Forma Prospectus - Except as otherwise provided in the regulations, a pro forma prospectus shall be prepared in accordance with Form 41-501F1 and this Rule.
Part 2 Definitions And Interpretations
1. Definitions - In this Rule
  
  “absolute value” means the positive value of any number;
  
  “acquisition of related businesses” means the acquisitions of two or more businesses if
  1. the businesses were under common control or management before the acquisitions were completed,
  2. each acquisition was conditional upon the completion of each other acquisition, or
  3. each acquisition is contingent on a single common event;
  “alternative credit support” means support, other than a guarantee, for the payments to be made by an issuer of securities, as stipulated in the terms of the securities or in an agreement governing rights of, or granting rights to, holders of the securities, that
  1. obliges the person or company providing the support to provide the issuer with funds sufficient to enable the issuer to make the stipulated payments, or
  2. entitles the holder of the securities to receive, from the person or company providing the support, payment if the issuer fails to make a stipulated payment;
  “approved rating organization” means each of Cbrs Inc., Dominion Bond Rating Service Limited, Duff & Phelps Credit Rating Co., Fitch Ibca, Inc., Moody’s Investors Service, Inc., Standard & Poor’s Corporation, Thomson Bankwatch, Inc. and any of their successors;
  
  “auditor’s report” means
  1. a Canadian auditor’s report, or
  2. in the case of an issuer incorporated or organized in a foreign jurisdiction
    1. a Canadian auditor’s report, or
    2. a foreign auditor’s report;
  “business segment” has the meaning ascribed to that term in the Handbook;
  
  “connected issuer” has the meaning ascribed to that term in securities legislation;
  
  “credit supporter” means a person or company that provides a guarantee or alternative credit support for any of the payments to be made by an issuer of securities as stipulated in the terms of the securities or in an agreement governing rights of, or granting rights to, holders of the securities;
  
  “equity securities” mean securities of an issuer that carry a residual right to participate in the earnings of an issuer and, upon the liquidation or winding up of the issuer, in its assets
  
  “foreign auditor’s report” means a report of an auditor that is prepared in accordance with foreign Gaas;
  
  “foreign Gaap” means a body of generally accepted accounting principles, other than Canadian Gaap, that are as comprehensive as Canadian Gaap;
  
  “foreign Gaas” means a body of generally accepted auditing standards, other than Canadian Gaas, that are substantially equivalent to Canadian Gaas;
  
  “income from continuing operations” means income or loss, excluding discontinued operations and extraordinary items, before income taxes and after amortization and write-offs of goodwill;
  
  “interim period” means a completed three, six or nine month period in the financial year that commenced immediately following the end of the most recently completed financial year for which audited annual financial statements are included in a prospectus;
  
  “junior issuer” means an issuer that satisfies all of the following criteria:
  1. The issuer’s total consolidated assets as at the date of the most recent balance sheet of the issuer included in the preliminary prospectus are less than $10,000,000;
  2. The issuer’s consolidated revenue as shown in the most recent annual income statement of the issuer included in the preliminary prospectus is less than $10,000,000;
  3. The issuer’s shareholders' equity as at the date of the most recent balance sheet of the issuer included in the preliminary prospectus is less than $10,000,000; and
  4. The average aggregate market value of the issuer’s equity securities, if any, for which there is a published market, as calculated in accordance with section 2.7, is less than $10,000,000,
  but, in determining whether criteria 1, 2 and 3 have been satisfied, appropriate adjustments shall be made to reflect the effect of each probable acquisition of a business and each acquisition of a business which has been completed before the date of the preliminary prospectus and after the date of the issuer’s most recent balance sheet included in the preliminary prospectus with respect to criteria 1 and 3 and after the last day of the most recent annual income statement of the issuer included in the preliminary prospectus with respect to criterion 2;
  
  “mineral project” means any exploration, development or production activity in respect of natural, solid, inorganic or fossilized organic material including base and precious metals, coal and industrial minerals;
  
  “pre-acquisition period” means the period from the first day of the current financial year to the date of the acquisition of a business or to a day not more than 30 days before the date of the acquisition;
  
  “probable acquisition of a business” means a proposed acquisition of a business that has progressed to a state where a reasonable person would believe that the likelihood of the acquisition being completed is high;
  
  “probable acquisition of related businesses” means
  1. a proposed acquisition of related businesses if each proposed acquisition has progressed to a state where a reasonable person would believe that the likelihood of the acquisition being completed is high, or
  2. a completed acquisition of a business and a proposed acquisition of a business if
    1. the proposed acquisition has progressed to a state where a reasonable person would believe that the likelihood of the acquisition being completed is high, and
    2. if
      1. the businesses were under common control or management prior to the date of the acquisition,
      2. the proposed acquisition was conditional upon the completed acquisition, or
      3. each acquisition is contingent on a single common event;
  “related credit supporter” of an issuer means a credit supporter of the issuer that is an affiliate of the issuer;
  
  “significance tests” means the tests set out in subsection 2.2(2) and, if applicable, subsection 2.2(3) used to determine if an acquisition of a business, an acquisition of related businesses, a probable acquisition of a business or a probable acquisition of related businesses is a significant acquisition for purposes of this Rule;
  
  “transition year” means the financial year of an issuer or business in which a change in the ending date of its financial year occurs; and
  
  “U.S. Gaas” means the body of generally accepted auditing standards in the United States of America.
2. Significant Acquisitions
  1. Significant Acquisitions - Unless the context otherwise requires, the term “significant acquisition” refers to an acquisition of a business, an acquisition of related businesses, a probable acquisition of a business or a probable acquisition of related businesses that satisfies any of the significance tests.
  2. Required Significance Tests at Date of Acquisition - For the purposes of this Rule, an acquisition of a business, an acquisition of related businesses, a probable acquisition of a business or a probable acquisition of related businesses is a significant acquisition, if it satisfies any of the following three tests:
    1. The Asset Test. The issuer’s proportionate share of the consolidated assets of the business or related businesses exceeds 20 per cent of the consolidated assets of the issuer calculated using the audited financial statements of each of the issuer and the business or the related businesses for the most recently completed financial year of each ended before the date of the acquisition.
    2. The Investment Test. The issuer’s consolidated investments in and advances to the business or the related businesses as at the date of the acquisition or the proposed date of the acquisition exceeds 20 per cent of the consolidated assets of the issuer as at the last day of the most recently completed financial year of the issuer ended before the date of the acquisition for which audited financial statements are included in the prospectus, excluding any investments in or advances to the business or the related businesses as at that date.
    3. The Income Test. The issuer’s proportionate share of the consolidated income from continuing operations of the business or related businesses exceeds 20 per cent of the consolidated income from continuing operations of the issuer calculated using the audited financial statements of each of the issuer and the business or related businesses for the most recently completed financial year of each ended before the date of the acquisition.
  3. Optional Significance Tests Subsequent to the Date of Acquisition - If an acquisition of a business, an acquisition of related businesses, a probable acquisition of a business or a probable acquisition of related businesses is significant based on the significance tests in subsection(2), the issuer may re-calculate the significance at a more recent date as follows:
    1. The Asset Test. The issuer’s proportionate share of the consolidated assets of the business or the related businesses, as at the date of the issuer’s most recent balance sheet included in the prospectus, exceeds 20 per cent of the consolidated assets of the issuer, as at the date of the issuer’s most recent balance sheet included in the prospectus, without giving effect to the acquisition.
    2. The Investment Test. The issuer’s consolidated investments in and advances to the business or the related businesses as at the date of the acquisition or the proposed date of the acquisition exceeds 20 per cent of the consolidated assets of the issuer as at the date of the issuer’s most recent balance sheet included in the prospectus for a period that ends before the date of the acquisition, excluding any investments in or advances to the business or the related businesses as at that date.
    3. The Income Test. The income from continuing operations calculated pursuant to the following clause (a) exceeds 20 per cent of the income from continuing operations calculated pursuant to the following clause (b):
      1. The issuer’s proportionate share of the consolidated income from continuing operations of the business or the related businesses for the later of
        
        the most recently completed financial year of the business or the related businesses that ended more than 90 days before the date of the prospectus, or
        
        the 12 months ended on the last day of the most recently completed interim period of the business or related businesses that ended more than 60 days before the date of the prospectus.
      2. The issuer’s consolidated income from continuing operations for the later of
        
        the most recently completed financial year, without giving effect to the acquisition, or
        
        the 12 months ended on the last day of the most recently completed interim period of the issuer for which financial statements are included in the prospectus, without giving effect to the acquisition.
  4. If an issuer re-calculates the significance of an acquisition of a business, an acquisition of related businesses, a probable acquisition of a business or a probable acquisition of related businesses pursuant to subsection (3) and none of the significance tests in that subsection is met, the acquisition is not a significant acquisition for purposes of this Rule.
  5. Despite subsection (3), the significance of an acquisition of a business, an acquisition of related businesses, a probable acquisition of a business or a probable acquisition of related businesses may be re-calculated only if, subsequent to the acquisition date, the business or related businesses remained substantially intact, were not significantly reorganized, and no significant assets and liabilities were transferred to other entities.
  6. Despite subsection (2), the significance of an acquisition of a business, an acquisition of related businesses, a probable acquisition of a business or a probable acquisition of related businesses may be calculated using unaudited financial statements of the business or related businesses prepared in accordance with Gaap if the financial statements of the business or related businesses for the most recently completed financial year prior to the date of the acquisition have not been audited. (7) In determining whether an acquisition of related businesses or a probable acquisition of related businesses is a significant acquisition, the related businesses shall be considered on a combined basis.
  7. If an issuer has accounted for an acquisition as a reverse take-over in accordance with section 4.5 of this Rule, for the purposes of subsections (2) and (3), the legal parent, as that term is used in the Handbook, shall be considered the business.
  8. For the purposes of the significance tests in subsections (2) and (3), financial statements of the business or the related businesses which are prepared in accordance with foreign Gaap or denominated in a foreign currency shall be reconciled to Canadian Gaap or translated into Canadian dollars, respectively.
3. Application of the Income Test
  
  then the average consolidated income for the three most recently completed financial years may, subject to subsection (6), be substituted in determining whether the significance test set out in subsection 2.2(2) is satisfied.
  
  then the average consolidated income for the three most recently completed financial years may, subject to subsection (6), be substituted in determining whether the significance test set out in paragraph 3 of subsection 2.2(3) is satisfied.
  1. For the purposes of paragraph 3 of each of subsections 2.2(2) and 2.2(3), if any of the issuer or the business or the related businesses has incurred a loss, the test shall be applied using the absolute value of the loss.
  2. For the purpose of calculating the significance of individually insignificant unrelated multiple acquisitions, entities reporting losses from continuing operations shall not be aggregated with entities reporting income from continuing operations.
  3. Lower than Average Income of the Issuer - Required Significance Tests - For the purposes of paragraph 3 of subsection 2.2(2), if the issuer’s consolidated income from continuing operations for the most recently completed financial year referred to in subsection 2.2(2) was
    1. positive, and
    2. lower by 20 per cent or more than the average consolidated income from continuing operations of the issuer for the three most recently completed financial years,
  4. Lower than Average Income of the Issuer - Optional Significance Tests Using Most Recently Completed Financial Year - For the purposes of paragraph 3 of subsection 2.2(3), if the issuer’s consolidated income from continuing operations for the most recently completed financial year referred to in subclause 3(b)(i) of subsection 2.2(3) was
    1. positive, and
    2. lower by 20 per cent or more than the average consolidated income from continuing operations of the issuer for the three most recently completed financial years,
  5. Lower than Average Income of the Issuer - Optional Significance Tests Using Most Recently Completed Twelve Months - For the purposes of paragraph 3 of subsection 2.2(3), if the issuer’s consolidated income from continuing operations for the most recently completed 12 month period referred to in subclause 3(b)(ii) of subsection 2.2(3) was
    1. positive, and
    2. lower by 20 per cent or more than the average consolidated income from continuing operations of the issuer for the three previous 12 month periods, then the average consolidated income for the three previous 12 month periods may, subject to subsection (6), be substituted in determining whether the significance test set out in paragraph 3 of subsection 2.2(3) is satisfied.
  6. Loss - If the issuer’s consolidated income from continuing operations for either of the two earlier financial years referred to in subsections (3) and (4), or either of the two earlier 12 month periods referred to in subsection (5), is a loss, the issuer’s consolidated income from continuing operations for that period is considered to be zero for the purposes of calculating the average consolidated income for the three previous periods.
4. Probable Acquisitions
  1. The term “probable acquisition” refers to a probable acquisition of a business and a probable acquisition of related businesses.
  2. The term “significant probable acquisition” refers to a probable acquisition of a business or a probable acquisition of related businesses that is a significant acquisition under section 2.2.
5. Acquisitions - The term “acquisition of a business” includes an acquisition of an interest in a business accounted for using the equity method or an acquisition of an interest in a joint venture accounted for using the proportionate consolidation method.
6. Significant Dispositions
  1. Dispositions - Unless the context otherwise requires, the term “disposition” refers to a completed or probable disposition of a business, a business segment or a significant portion of a business, either by sale, abandonment or distribution to shareholders.
  2. Required Significance Tests using Most Recently Completed Financial Year - For the purposes of this Rule, a disposition of a business, a business segment or a significant portion of a business is a significant disposition if it satisfies either of the following tests:
    1. The Asset Test for Dispositions - The issuer’s proportionate share of the consolidated assets of the business, business segment or significant portion of a business exceeds 20 per cent of the c the audited financial statements of the issuer for its most recently completed financial year ended before the date of the disposition for which financial statements are included in the prospectus, without giving effect to the disposition.
    2. The Income Test for Dispositions - The issuer’s proportionate share of the consolidated income from continuing operations of the business, business segment or significant portion of a business for the most recently completed financial year of the business, business segment or a significant portion of a business before the date of the disposition exceeds 20 per cent of the total consolidated income from continuing operations of the issuer for the most recently completed financial year of the issuer before the date of the disposition for which audited financial statements are included in the prospectus, without giving effect to the disposition.
7. Calculation of Market Capitalization for Junior Issuer
  1. For the purposes of the definition of “junior issuer”, the aggregate market value of the issuer’s equity securities is the aggregate of the market value of each class of its equity securities for which there is a published market, calculated, for each class, by multiplying the simple average of the closing prices of the equity securities of the class for each of the 20 most recent trading days on which there was a closing price, the last of which days was no more than five trading days prior to the date of the preliminary prospectus by the simple average number of equity securities of the class outstanding over that 20 trading day period.
  2. If a class of an issuer’s equity securities is traded on more than one published market, the closing price for the market on which the equity securities of the class are principally traded shall be used for the calculation under subsection (1).
8. Interpretation of “Prospectus” - In this Rule, unless otherwise stated, a reference to a prospectus includes a preliminary prospectus.
Part 3 General Requirements
1. Application of the Rule- A prospectus shall be prepared in accordance with the Ontario securities law in effect
  1. if the prospectus is a pro forma prospectus filed under section 62 of the Act, at the date of the pro forma prospectus; or
  2. otherwise, at the issuer’s option, the date of issuance of a receipt for either
    1. the preliminary prospectus, or
    2. the final prospectus.
2. Style of Prospectus
  1. Except as otherwise provided in a required form of prospectus or the regulations, the information contained in a prospectus shall be in narrative form.
  2. A prospectus shall include descriptive headings.
  3. A prospectus shall include a table of contents.
  4. Except for information that appears in a summary, information required under more than one item of a required form of prospectus need not be repeated onsolidated assets of the issuer as at the date of
  5. Despite subsection (1), a prospectus may contain graphs, photographs, maps, artwork or other forms of illustration, if relevant to the business of the issuer or the distribution and not misleading.
Part 4 Financial Statement Disclosure For The Issuer
1. Annual Financial Statements of the Issuer - Subject to sections 4.2, 4.3 and 5.2, an issuer shall include in its prospectus the following annual financial statements of the issuer:
  1. Statements of income, retained earnings and cash flows for
    1. each of the three most recently completed financial years ended more than 90 days before the date of the prospectus; or
    2. if the issuer has not completed three financial years, each completed financial year ended more than 90 days before the date of the prospectus; or
    3. if the issuer has not completed one financial year, the financial period from the date of formation to a date not more than 90 days before the date of the prospectus.
  2. A balance sheet as at
    1. the last day of the most recently completed financial year, if any, ended more than 90 days before the date of the prospectus; and
    2. the last day of the immediately preceding financial year, if any; or
    3. if the issuer has not completed one financial year, as at a date not more than 90 days before the date of the prospectus.
2. Exception to Annual Statement Requirement if More Recent Annual Financial Statements Included - An issuer may omit its financial statements for the oldest financial year otherwise required under section 4.1, if audited financial statements of the issuer are included in the prospectus for a financial year ended 90 days or less before the date of the prospectus.
3. Exception to Annual Financial Statement Requirement if Financial Year End has Changed -Despite section 4.1, if an issuer changed its financial year end once during any of the financial years for which financial statements are required to be included in a prospectus, the issuer may include financial statements for the transition year in satisfaction of the financial statements for one of the years under section 4.1 provided that the transition year is at least nine months.
4. Predecessor Entities and Business Combinations
  1. The financial statements of an issuer required under this Part to be included in a prospectus include
    1. the financial statements of predecessor entities that carried on the business of the issuer, even though the predecessor may have been a different legal entity, if the issuer has not existed for three years;
    2. the financial statements of a business acquired by the issuer within three years before the date of the prospectus, if a reasonable investor reading the prospectus would regard the primary business of the issuer to be the business acquired by the issuer
    3. the restated combined financial statements of the issuer and any other entity with which the issuer completed a business combination within three years before the date of the prospectus, if the business combination was accounted for as a pooling of interests; (d) the restated combined financial statements of the issuer and any other entity with which the issuer completed a transaction within three years before the date of the prospectus, if the issuer accounted for the transaction as a continuity of interests.
  2. If restated combined financial statements of an issuer are included in a prospectus under subsection (1)(c) or (1)(d), the issuer may omit from a prospectus the separate financial statements of the issuer and the predecessor entities for periods prior to the date of the business combination or the continuity of interests transaction.
5. Reverse Take-Overs - If an issuer has been involved in a business combination accounted for as a reverse take-over, financial statements required under this Part should be provided for the legal subsidiary, as that term is used in the Handbook.
6. Interim Financial Statements of the Issuer - Subject to subsection 4.7(3) and section 5.2, an issuer shall include in its prospectus the following interim financial statements of the issuer:
  1. Statements of income, retained earnings and cash flows for the most recently completed interim period that ended more than 60 days before the date of the prospectus and for the comparable period in the immediately preceding financial year.
  2. A balance sheet as at the last day of the most recently completed interim period referred to in paragraph 1.
7. Additional Financial Statements or Financial Information of the Issuer Filed or Released
  1. An issuer shall include in its prospectus annual and interim financial statements of the issuer for a financial period that is more recent than the periods for which financial statements are required under sections 4.1 or 4.6 if, before the prospectus is filed, the financial statements for the more recent period have been filed.
  2. If, before the prospectus is filed, financial information about the issuer for a period more recent than the financial period for which financial statements are required under sections 4.1 or 4.6 is publicly disseminated by, or on behalf of, the issuer through news release or otherwise, the issuer shall include in the prospectus the content of the news release or public communication.
  3. If annual financial statements are included in a prospectus for a financial year ended 90 days or less before the date of the prospectus, an issuer may omit from the prospectus the financial statements for the most recently completed interim period of the issuer.
8. Audit Requirement for Financial Statements of the Issuer - Financial statements of an issuer included in a prospectus shall be accompanied by an auditor’s report without a reservation of opinion.
9. Exception to Audit Requirement for Interim Financial Statements of the Issuer - Despite section 4.8, an issuer may omit from its prospectus an auditor’s report for its interim financial statements required to be included under section 4.6 or 4.7
10. Exception to Audit Requirement for Financial Statements Included in a Previous Prospectus without an Audit Opinion - Despite section 4.8, an issuer may omit from its prospectus an auditor’s report for its financial statements for the second and third most recently completed financial years for which financial statements are included in the prospectus if
  1. those financial statements were previously included in a final prospectus without an auditor’s report as permitted by this Rule or pursuant to an exemption granted under this Rule; and
  2. an auditor has not issued an auditor’s report on the financial statements.
11. Exception to Audit Requirement for Financial Statements of a Junior Issuer - Despite section 4.8, an issuer that is a junior issuer may omit from its prospectus an auditor’s report for its financial statements for the second and third most recently completed financial years for which financial statements are included in the prospectus if
  1. the auditor has not issued an auditor’s report on the financial statements; and
  2. the most recently completed financial year for which audited financial statements are included in the prospectus is not less than 12 months in length.
12. Exception to Audit Requirement for Financial Statements of an Issuer in a Pro Forma Prospectus - Despite section 4.8, an issuer may omit from a pro forma prospectus an auditor’s report for the financial statements of the issuer included in the pro forma prospectus.
Part 5 Financial Statement Disclosure For A Credit Supporter
1. Financial Statements of a Credit Supporter - If a credit supporter has provided a guarantee or alternative credit support for all or substantially all of the payments to be made under the securities to be distributed under the prospectus, the issuer shall include in its prospectus the financial statements of the credit supporter that would be required to be included under Part 4, if the credit supporter were the issuer of the securities being distributed.
2. Omission of Issuer’s Financial Statements - An issuer that is required under section 5.1 to include financial statements of a credit supporter may omit the financial statements of the issuer required to be included under Part 4 if
  1. the credit supporter owns, directly or indirectly, all of the issued and outstanding voting securities of the issuer; and
  2. in the case where
    1. the issuer has no operations, or only minimal operations, that are independent of the credit supporter and is an entity that functions essentially as a special purpose division of the credit supporter, the prospectus contains a statement that the financial results of the issuer are included in the consolidated financial results of the credit supporter, or
    2. the issuer has more than minimal operations that are independent of the credit supporter, a summary of financial information of the issuer that includes current assets, non-current assets, current liabilities, non-current liabilities, revenues, gross profit, income from continuing operations and net income, is included in a note to the financial statements of the credit supporter that are included in the prospectus under section 5.1.
3. Audit Requirement for Financial Statements of a Credit Supporter - Financial statements of a credit supporter included in a prospectus shall be accompanied by an auditor’s report without a reservation of opinion.
4. Exception to Audit Requirement for Interim Financial Statements of a Credit Supporter - Despite section 5.3, an issuer may omit from its prospectus an auditor’s report for the interim financial statements of a credit supporter required to be included under section 5.1.
5. Exception to Audit Requirement for Financial Statements of a Credit Supporter in a Pro Forma Prospectus - Despite section 5.3, an issuer may omit from a pro forma prospectus an auditor’s report for the financial statements of a credit supporter included in the pro forma prospectus.
Part 6 Financial Statement Disclosure For Significant Acquisitions
1. Scope - This Part applies only to
  1. acquisitions completed during an issuer’s three most recently completed financial years;
  2. acquisitions completed during an issuer’s current financial year; and
  3. probable acquisitions.
2. Financial Statement Disclosure for Significant Acquisitions Completed During the Issuer’s Three Most Recently Completed Financial Years
  
  Annual Financial Statements
  
  Interim Financial Statements
  
  Pro Forma Income Statement
  1. If an issuer made a significant acquisition during its three most recently completed financial years, the issuer shall include in its prospectus the following financial statements of each business acquired:
    1. Statements of income, retained earnings and cash flows for at least the periods specified in section 6.6.
    2. Statements of income, retained earnings and cash flows for
      1. either
        
        the most recently completed interim period of the acquired business that ended before the date of the acquisition and more than 60 days before the date of the prospectus; or
        
        the pre-acquisition period; and
      2. the comparable period in the preceding financial year of the acquired business.
    1. A pro forma income statement prepared in accordance with subsection 6.5(1)2(a).
    2. Pro forma earnings per share based on the pro forma income statement referred to in paragraph 3.
  2. If an issuer is required under subsection (1) to include financial statements in a prospectus for more than one business because the significant acquisition involves an acquisition of related businesses, the financial statements required under subsection (1) shall be presented separately for each business, except that the issuer may present the financial statements of the businesses on a combined basis for the periods during which the businesses were under common control or management.
3. Financial Statement Disclosure for Significant Acquisitions Completed During the Issuer’s Current Financial Year
  
  Annual Financial Statements
  
  Interim Financial Statements
  
  Pro Forma Financial Statements
  1. If an issuer has made a significant acquisition during its current financial year, the issuer shall include in its prospectus the following financial statements of each business acquired:
    1. Statements of income, retained earnings and cash flows for at least the periods specified in section 6.6.
    2. A balance sheet as at the date on which each of the periods specified in section 6.6 ended, except that, if section 6.6 specifies that separate financial statements of the business are to be included for three financial years, a balance sheet as at the last day of the earliest of the three financial years is not required.
    3. Statements of income, retained earnings and cash flows for
      1. either
        
        the most recently completed interim period of the acquired business that ended before the date of the acquisition and more than 60 days before the date of the prospectus; or
        
        the pre-acquisition period; and
      2. the comparable period in the preceding financial year of the acquired business
    4. A balance sheet as at the date on which the period referred to in paragraph 3(a)(i) or 3(a)(ii) ended.
    5. Pro forma financial statements prepared in accordance with subsection 6.5
    6. Pro forma earnings per share based on the pro forma financial statements referred to in paragraph 5.
  2. If an issuer is required under subsection (1) to include financial statements in a prospectus for more than one business because the significant acquisition involves an acquisition of related businesses or a probable acquisition of related businesses, the financial statements required under subsection (1) shall be presented separately for each business except the issuer may present the financial statements of the businesses on a combined basis for the periods during which the businesses have been under common control or management.
4. Financial Statement Disclosure for Significant Probable Acquisitions
  
  Annual Financial Statements
  
  Interim Financial Statements
  
  Pro Forma Financial Statements
  1. If an issuer is proposing to make a significant probable acquisition, the issuer shall include in its prospectus the following financial statements of each business to be acquired:
    1. Statements of income, retained earnings and cash flows for at least the periods specified in section 6.6.
    2. A balance sheet as at the date on which each of the periods specified in section 6.6 ended, except that, if section 6.6 specifies that separate financial statements of the business are to be included for three financial years, a balance sheet as at the last day of the earliest of the three financial years is not required.
    3. Statements of income, retained earnings and cash flows for
      1. the most recently completed interim period of the business to be acquired that ended more than 60 days before the date of the date of the prospectus; and
      2. the comparable period in the preceding financial year.
    4. A balance sheet as at the date on which the interim period referred to in paragraph 3(a) ended.
    5. Pro forma financial statements prepared in accordance with subsection 6.5.
    6. Pro forma earnings per share based on the pro forma financial statements referred to in paragraph 5.
  2. If an issuer is required under subsection (1) to include financial statements in a prospectus for more than one business because the significant acquisition involves an acquisition of related businesses or a probable acquisition of related businesses, the financial statements required under subsection (1) shall be presented separately for each business, except the issuer may present the financial statements of the businesses on a combined basis for periods during which the businesses have been under common control or management.
5. Pro Forma Financial Statements
  1. If an issuer is required to include pro forma financial statements in the prospectus under sections 6.2, 6.3, 6.4 or 7.2, the issuer shall prepare pro forma financial statements as follows:
    1. Pro forma balance sheet - A pro forma balance sheet of the issuer shall be prepared as at the date of the issuer’s most recent balance sheet included in the prospectus to give effect to, as if they had taken place as at the date of the pro forma balance sheet,
      1. significant acquisitions that have been completed, but are not reflected in the issuer’s most recent balance sheet included in the prospectus; and
      2. significant probable acquisitions.
    2. Pro forma income statement - A pro forma income statement of the issuer shall be prepared to give effect to
      1. significant acquisitions completed during the most recently completed financial year of the issuer as if they had taken place at the beginning of the most recently completed financial year of the issuer for which audited financial statements are included in the prospectus; and
      2. the acquisitions referred to in clauses (i) and (ii)
        for each of the financial periods referred to in the following paragraphs
        
        as if they had taken place at the beginning of the most recently completed financial year of the issuer for which audited financial statements are included in the prospectus.
        
        significant acquisitions completed during the issuer’s current financial year; and
        
        significant probable acquisitions,
        
        the most recently completed financial year of the issuer for which audited financial statements are included in the prospectus; and
        
        the most recently completed interim period of the issuer for which financial statements are included in the prospectus,
  2. If an issuer includes in a prospectus a pro forma financial statement prepared in accordance with subsection (1) which gives effect to more than one significant acquisition or significant probable acquisition, the pro forma financial statement shall separately identify each significant completed or probable acquisition.
  3. If an issuer is required to include pro forma financial statements in a prospectus, the issuer shall include in the pro forma financial statements a description of the underlying assumptions on which the pro forma financial statements are prepared, cross-referenced to each related pro forma adjustment.
  4. If an issuer is required under paragraph 2 of subsection (1) to include a pro forma income statement in a prospectus for the most recently completed financial year of the issuer and both of the following conditions are satisfied:
    1. the pro forma income statement is not prepared using the income statement of the business for the pre-acquisition period, and
    2. the financial year end of the business differs from the issuer’s year end by more than 93 days, then despite paragraph 2 of subsection (1), for purposes of preparing the pro forma income statement, the income statement of the business shall be for a period of twelve consecutive months ending no more than 93 days from the issuer’s year end.
  5. Subject to subsection (4), if an issuer is required to prepare the pro forma income statements referred to in clauses (1)2(b)A and (1)2(b)B, and the pro forma income statement referred to in clause A includes results of the business which are also included in the pro forma income statement referred to in clause B, there shall be disclosed in a note to the pro forma financial statements of the revenue, expenses, gross profit and income from continuing operations included in each pro forma income statement for the overlapping period.
6. Reporting Periods
  1. Exception to Requirement to Include Financial Statements - No financial statements are required under section 6.2 to be included in a prospectus if
    1. the results of the business for a complete financial year have been reflected in the audited consolidated financial statements of the issuer included in the prospectus; and
    2. none of the significance tests would be satisfied if the 20 per cent threshold in the significance tests was changed to 100 per cent.
  2. Acquisitions at the 100% Significance Level - If the results of the business for a complete financial year have been reflected in the audited consolidated financial statements of the issuer included in the prospectus and any of the significance tests would be satisfied if the 20 per cent threshold in the significance tests was changed to 100 per cent, separate financial statements of the business are required for as many periods before the acquisition as may be necessary so that when these periods are added to the periods for which the issuer’s financial statements in the prospectus include the results of the business, financial statements reflecting the results of the business, either separately or on a consolidated basis, are included for a total of three years or each of the completed financial years of the business, if the business has not been in existence for three completed financial years. (3)
  3. Subject to subsections (1) and (2), the periods for which the financial statements are required under paragraphs 1 and 2 of subsections 6.2(1), 6.3(1) and 6.4(1) to be included in a prospectus shall be determined by reference to the significance tests as follows:
    1. Acquisitions Significant between 20% and 40% - If none of the significance tests is satisfied if the 20 per cent threshold is changed to 40 per cent, financial statements shall be included for
      1. the most recently completed financial year of the business ended more than 90 days before the date of the prospectus; or
      2. if the business has not completed one financial year, the financial period from the date of formation to a date not more than 90 days before the date of the prospectus.
    2. Acquisitions Significant between 40% and 50% - If any of the three significance tests are satisfied if the 20 per cent threshold is changed to 40 per cent, but none of the three significance tests are satisfied if the 20 per cent threshold is changed to 50 per cent, financial statements shall be included for
      1. each of the two most recently completed financial years of the business ended more than 90 days before the date of the prospectus;
      2. if the business has not completed two financial years, each completed financial year ended more than 90 days before the date of the prospectus; or
      3. if the business has not completed one financial year, the financial period from the date of formation to a date not more than 90 days before the date of the prospectus.
    3. Acquisitions Significant at 50% or greater - If any of the three significance tests are satisfied if the 20 per cent threshold is changed to 50 per cent, financial statements shall be included for
      1. each of the three most recently completed financial years of the business ended more than 90 days before the date of the prospectus;
      2. if the business has not completed three financial years, each completed financial year ended more than 90 days before the date of the prospectus; or
      3. if the business has not completed one financial year, the financial period from the date of formation to a date not more than 90 days before the date of the prospectus.
7. Additional Financial Statements or Financial Information of the Business Filed or Released
  1. An issuer shall include in its prospectus annual and interim financial statements of a business for a financial period that ended before the date of the acquisition and is more recent than the periods for which financial statements are required under subsections 6.2(1), 6.3(1) or 6.4(1) if, before the prospectus is filed, the financial statements of the business for the more recent period have been filed.
  2. If, before the prospectus is filed, financial information of a business for a period more recent than the period for which financial statements are required under subsections 6.2(1), 6.3(1) or 6.4(1), is publicly disseminated by news release or otherwise by or on behalf of the issuer, the issuer shall include in the prospectus the content of the news release or public communication.
8. Exceptions to Disclosure Requirements for Significant Acquisitions if More Recent Financial Statements Included
  1. Despite subsection 6.6(3), an issuer may omit separate financial statements of a business for the earliest financial year otherwise required under subsection 6.6(3), if audited financial statements of the business are included in the prospectus for a financial year ended 90 days or less before the date of the prospectus.
  2. Despite subsection 6.6(3), an issuer may omit separate financial statements of a business for the earliest financial year otherwise required under subsection 6.6(3) if
    1. separate financial statements of a business are required under subsection 6.6(3) for more than one financial year;
    2. audited financial statements are included in the prospectus for a period of at least nine months in the financial year after the most recent year for which separate financial statements are required under subsection 6.6(3);
    3. the issuer has not relied upon the exception in section 6.9; and
    4. the business is not seasonal.
  3. Despite subsections 6.2(1), 6.3(1) and 6.4(1), an issuer may omit from a prospectus the financial statements of a business for the interim period otherwise required under subsections 6.2(1), 6.3(1) and 6.4(1) if annual financial statements of the business are included in the prospectus for a financial year ended 90 days or less before the date of the prospectus.
9. Exception to Disclosure Requirements for Significant Acquisitions if Financial Year End Changed – Despite section 6.6, if a business changed its financial year end once during any of the financial years for which financial statements are required to be included in the prospectus, the issuer may include financial statements for the transition year in satisfaction of the financial statements for one of the years under section 6.6 provided that the transition year is at least nine months.
10. Exception to Disclosure Requirements for Significant Acquisitions Accounted for Using the Equity Method -Despite subsections 6.2(1), 6.3(1) and 6.4(1), an issuer may omit from its prospectus the financial statements of a business and the pro forma financial statements of an issuer otherwise required under subsections 6.2(1), 6.3(1) and 6.4(1) if
  1. the acquisition is, or will be, an investment accounted for using the equity method, as that term is defined in the Handbook;
  2. the prospectus includes disclosure for the periods for which financial statements are otherwise required under subsections 6.2(1), 6.3(1) and 6.4(1) that
    1. summarizes the assets, liabilities and results of operations of the business, and
    2. describes the issuer’s proportionate interest in the business and any contingent issuance of securities by the business that might significantly affect the issuer’s share of earnings;
  3. the financial information provided under paragraph (b) for any completed financial year
    1. has been derived from audited financial statements of the business, or
    2. has been audited;
  4. the prospectus
    1. identifies the financial statements referred to in paragraph (c)(i) from which the disclosure provided under paragraph (b) has been derived; or
    2. discloses that the financial information provided under paragraph (b), if not derived from audited financial statements, has been audited; and
    3. discloses that the audit opinion with respect to the financial statements referred to (i), or the financial information referred to in (ii), was issued without a reservation of opinion.
11. Additional Disclosure for Significant Acquisitions Completed After Financial Year End Accounted for Using the Purchase Method
  1. An issuer shall include in a subsequent event note to its financial statements included in a prospectus the information referred to in subsection (2), if
    1. the issuer has completed a significant acquisition since its most recent financial year end, and
    2. the purchase method is used to account for the acquisition.
  2. The information required under subsection (1) is
    1. if
      1. determined by the date of the subsequent event note, details of the purchase equation, namely the allocation of the purchase price to the underlying assets being acquired, the underlying liabilities being assumed and any resulting goodwill, or (ii) not determined by the date of the subsequent event note, the issuer’s reasonable estimate of the allocation; and
    2. the terms and status of the acquisition.
12. Audit Requirement for Financial Statements of a Business - Financial statements of a business included in a prospectus under this Part, other than pro forma financial statements, shall be accompanied by an auditor’s report without a reservation of opinion.
13. Exception to Audit Requirement for Interim Financial Statements of a Business - Despite section 6.12, an issuer may omit from its prospectus an auditor’s report for the interim financial statements of a business included in a prospectus under this Part.
14. Exception to Audit Requirement for Recent Financial Statements of a Business - Despite section 6.12, an issuer may omit from its prospectus an auditor’s report for the annual financial statements of a business required under subsection 6.8(3), if the auditor has not issued an auditor’s report on the financial statements.
15. Exception to Audit Requirement for Financial Statements of a Business Included in a Previous Prospectus without an Audit Opinion - Despite section 6.12, an issuer may omit from its prospectus an auditor’s report for the annual financial statements of a business included in the prospectus, other than for the most recently completed financial year of the business for which financial statements are included in the prospectus, if
  1. those financial statements were previously included in a final prospectus of the issuer without an auditor’s report as permitted by this Rule or pursuant to an exemption granted under this Rule; and
  2. an auditor has not issued an auditor’s report on the financial statements.
16. Exception to Audit Requirement for Financial Statements of a Business that is a Junior Issuer - Despite section 6.12, if the business acquired or to be acquired is a junior issuer and separate financial statements of the business are required to be included in the prospectus for more than one financial year, the issuer may omit from its prospectus an auditor’s report for the financial statements of the business for financial years other than the most recently completed year for which audited financial statements of the business are included, if
  1. an auditor has not issued an auditor’s report on the financial statements; and
  2. the most recently completed financial year for which audited financial statements are included in the prospectus is not less than 12 months.
17. Exception to Audit Requirement for Financial Statements of a Business in a Pro Forma Prospectus - Despite section 6.12, an issuer may omit from a prospectus an auditor’s report for the separate financial statements included in a pro forma prospectus under this Part.
18. Compilation Report for Pro Forma Financial Statements - The pro forma financial statements included in a prospectus under this Part shall be accompanied by a compilation report signed by the auditor and prepared in accordance with the Handbook
Part 7 Financial Statement Disclosure For Multiple Acquisitions That Are Not Otherwise Significant Or Related
1. Scope - This Part applies only to an issuer that
  1. has acquired two or more businesses during its most recently completed financial year;
  2. has acquired two or more businesses during its current financial year;
  3. is proposing to make two or more probable acquisitions of a business; or
  4. has acquired one or more businesses since the beginning of its current financial year and is proposing to make one or more probable acquisitions of a business, excluding, in each case, acquisitions that individually meet the significance tests.
2. Historical Financial Statement Disclosure
  
  Annual Financial Statements
  1. Application of the Significance Tests - An issuer shall include in a prospectus separate financial statements of each business required under subsection (2) for the periods referred to in subsection (3) if any of the significance tests would be satisfied if
    1. the 20 per cent threshold in the significance tests was changed to 50 per cent;
    2. the total consolidated assets of the businesses referred to in section 7.1 were considered on a combined basis;
    3. the issuer’s consolidated investments in and advances to the businesses referred to in section 7.1 were considered on a combined basis; and
    4. the consolidated income from continuing operations of the businesses referred to in section 7.1 for the most recently completed financial year of each business ended prior to the acquisition date of each business, were considered on a combined basis.
  2. Significant Businesses for Reporting Purposes - An issuer shall include in a prospectus the financial statements for a majority of the businesses that satisfy the asset, investment, or income test at the highest percentage and which on a combined basis, represent a majority of
    1. the total consolidated assets of all of the businesses referred to in section 7.1;
    2. the issuer’s consolidated investments in and advances to all of the businesses referred to in section 7.1; or
    3. the consolidated income from continuing operations of all of the businesses referred to in section 7.1.
  3. An issuer shall include the following financial statements for each business required under subsection (2):
    Interim Financial Statements
    
    Pro Forma Financial Statements
    1. Statements of income, retained earnings, and cash flows for
      1. the most recently completed financial year of the business before the date of the acquisition, if the acquisition was completed more than 90 days before the date of the prospectus;
      2. the most recently completed financial year of the business ended more than 90 days before the date of the prospectus, if the acquisition either has not been completed at the date of the prospectus or was completed 90 days or less before the date of the prospectus; or
      3. if a business has not completed one financial year, the financial period from the date of formation to a date not more than 90 days before the date of the prospectus.
    2. A balance sheet as at the date on which the periods referred to in paragraph 1 ended.
    3. Statements of income, retained earnings and cash flows for
      1. the most recently completed interim period of the business ended before the date of the acquisition or the proposed date of the acquisition and more than 60 days before the date of the prospectus; or
      2. the pre-acquisition period.
    4. A balance sheet as at the date on which the period referred to in paragraph 3 ended.
    5. Pro forma financial statements prepared in accordance with section 6.5.
    6. Pro forma earnings per share based on the financial statements referred to in paragraph 5.
  4. Despite subsection (3), if the business was acquired before the date of the most recent audited balance sheet of the issuer included in the prospectus, the issuer may omit from the prospectus the balance sheets of the business referred to in paragraphs 2 and 4.
3. Additional Financial Statements or Financial Information of the Business Filed or Released
  1. An issuer shall include in its prospectus annual and interim financial statements of a business for a financial period that ended before the date of the acquisition and is more recent than the period for which financial statements are required under section 7.2 if, before the prospectus is filed, the financial statements for the more recent period have been filed.
  2. If, before the prospectus is filed, financial information of a business for a period more recent than the period for which financial statements are required under section 7.2 is publicly disseminated by news release or otherwise by, or on behalf of, the issuer, the issuer shall include in the prospectus the content of the news release or public communication.
4. Exceptions to Disclosure Requirements for Multiple Acquisitions if More Recent Financial Statements Included
  1. Despite section 7.2, an issuer may omit from a prospectus the financial statements of a business for the financial year otherwise required under subsection 7.2(3) if audited financial statements of the business are included in the prospectus for a financial year ended 90 days or less before the date of the prospectus.
  2. Despite section 7.2, an issuer may omit from a prospectus the financial statements of a business for the interim period otherwise required under subsection 7.2(3) if annual financial statements of the business are included in the prospectus for a financial year ended 90 days or less before the date of the prospectus.
5. Exception to Disclosure Requirements for Multiple Acquisitions if Financial Year End Changed - Despite section 7.2, if a business changed its financial year end during the year for which financial statements are required to be included in the prospectus, the issuer may include financial statements for the transition year in satisfaction of the financial statements for the year under paragraphs 1(a) and 1(b) of subsection 7.2(3) provided that the transition year is at least nine months.
6. Audit Requirement for Financial Statements of a Business - Financial statements of a business included in a prospectus under this Part, other than pro forma financial statements, shall be accompanied by an auditor’s report without a reservation of opinion.
7. Exception to Audit Requirement for Interim Financial Statements of a Business - Despite section 7.6, an issuer may omit from its prospectus an auditor’s report for the interim financial statements of a business included under this Part.
8. Exception to Audit Requirement for Recent Financial Statements of a Business - Despite section 7.6, an issuer may omit from its prospectus an auditor’s report for the annual financial statements of a business referred to under subsection 7.4(2) if the auditor has not issued an auditor’s report on the financial statements.
9. Exception to Audit Requirement for Financial Statements of a Business in a Pro Forma Prospectus - Despite section 7.6, an issuer may omit from its prospectus an auditor’s report for the separate financial statements included in a pro forma prospectus under this Part.
10. Compilation Report for Pro Forma Financial Statements - The pro forma financial statements included in a prospectus under this Part shall be accompanied by a compilation report signed by the auditor and prepared in accordance with the Handbook.
Part 8 Pro Forma Financial Statement Disclosure For Significant Dispositions
1. Scope - This Part applies only to
  
  but not to significant dispositions of business segments.
  1. significant dispositions completed during an issuer’s most recently completed financial year; and
  2. significant dispositions completed during an issuer’s current financial year;
2. Pro Forma Financial Statements - If an issuer has made a significant disposition referred to in clauses (a) or (b) of section 8.1, the issuer shall include in its prospectus the following pro forma financial statements:
  1. Pro Forma Balance Sheet - A pro forma balance sheet of the issuer prepared as at the date of the issuer’s most recent balance sheet included in the prospectus to give effect to, as if they had taken place as at the date of the pro forma balance sheet, significant dispositions that have been completed, but are not reflected in the issuer’s most recent balance sheet included in the prospectus.
  2. Pro Forma Income Statement -Pro forma income statements of the issuer prepared to give effect to significant dispositions completed during
    1. the most recently completed financial year of the issuer as if they had taken place at the beginning of the most recently completed financial year of the issuer for which audited financial statements are included in the prospectus; and
    2. the issuer’s current financial year for each of the financial periods referred to in clauses (i) and (ii)
      1. the most recently completed financial year of the issuer for which audited financial statements are included in the prospectus; and
      2. the most recently completed interim period of the issuer for which financial statements are included in the prospectus, as if they had taken place at the beginning of the most recently completed financial year of the issuer for which audited financial statements are included in the prospectus
  3. If an issuer includes in a prospectus a pro forma financial statement prepared in accordance with subsection (2) which gives effect to more than one significant disposition, the pro forma financial statement shall separately identify each significant disposition.
  4. If an issuer is required under this Part to include pro forma financial statements in a prospectus, the issuer shall include in the pro forma financial statements a description of the underlying assumptions on which the pro forma financial statements are prepared, cross-referenced to each related pro forma adjustment.
  5. Pro Forma Earnings per Share - If an issuer is required under this Part to include in a prospectus pro forma financial statements, the prospectus shall include pro forma earnings per share based on the pro forma financial statements referred to in this Part.
  6. Presentation of Pro Forma Financial Statements for Significant Dispositions - Despite subsection (2), if an issuer is required to include in its prospectus pro forma financial statements prepared under section 6.5 and subsection (2) of this Part, the issuer shall prepare one set of pro forma financial statements which give effect to the significant acquisitions referred to in section 6.5 and the significant dispositions referred to section 8.1.
Part 9 Gaap, Gaas And Auditors’ Reports
1. Generally Accepted Accounting Principles
  1. The financial statements of a person or company incorporated or organized in a jurisdiction that are included in a prospectus shall be prepared in accordance with Canadian Gaap.
  2. The financial statements of a person or company incorporated or organized in a foreign jurisdiction that are included in a prospectus shall be prepared in accordance with
    1. Canadian Gaap; or
    2. foreign Gaap, if the notes to the financial statements
      1. explain and quantify the effect of material differences between Canadian Gaap and foreign Gaap that relate to measurements, and
      2. provide disclosure consistent with Canadian Gaap requirements to the extent not already reflected in the financial statements.
  3. If the financial information included in a prospectus in accordance with section 6.10 has been derived from financial statements of a person or company incorporated or organized in a foreign jurisdiction that have been prepared in accordance with foreign Gaap, the information shall be accompanied by a note which explains and quantifies the effect of material differences between Canadian Gaap and foreign Gaap.
2. Exception to the Requirement to Reconcile Financial Statements Prepared in Accordance with Foreign Gaap - Despite subsection 9.1(2)(b), if an issuer has made a significant acquisition or is proposing to make a significant acquisition, and is required to provide financial statements of the business under subsection 6.6(2) or paragraph 6.6(3)3 and those financial statements have been prepared in accordance with a foreign Gaap, the reconciliation to Canadian Gaap may be excluded for the earliest of the three years presented.
3. Generally Accepted Auditing Standards
  1. The financial statements of a person or company incorporated or organized in a jurisdiction that are included in a prospectus shall be audited in accordance with Canadian Gaas and accompanied by a Canadian auditor’s report.
  2. The financial statements of a person or company incorporated or organized in a foreign jurisdiction that are included in a prospectus shall be audited in accordance with
    1. Canadian Gaas; or
    2. foreign Gaas provided the foreign Gaas is substantially equivalent to Canadian Gaas.
4. Foreign Auditor’s Report - If the financial statements included in a prospectus are accompanied by a foreign auditor’s report, the auditor’s report shall be accompanied by a statement by the auditor
  1. disclosing any material differences in the form and content of the foreign auditor’s report as compared to a Canadian auditor’s report; and
  2. confirming that the auditing standards applied are substantially equivalent to Canadian Gaas.
Part 10 Audit Committee Review Of Financial Statements Included In A Prospectus
1. Audit Committee Review of Financial Statements Included in Prospectus - An issuer shall not file a prospectus unless each financial statement of a person or company included in the prospectus has been reviewed by the audit committee of the board of directors of the person or company, if the person or company has, or is required to have, an audit committee, and approved by the board of directors.
Part 11 Non-Fixed Price Offerings And Reduction Of Offering Price Under A Prospectus
1. Non-Fixed Price Offerings and Reduction of Offering Price
  
  Under a Prospectus
  1. Every security distributed under a prospectus shall be distributed at a fixed price.
  2. Despite subsection (1), securities may be distributed for cash at non-fixed prices under a prospectus if, at the time of the filing of the prospectus, the securities have received a rating, on a provisional or final basis, from at least one approved rating organization
  3. Despite subsection (1), if securities are distributed for cash under a prospectus, the price of the securities may be decreased from the initial offering price disclosed in the prospectus and, after such a decrease, changed from time to time to an amount not greater than the initial offering price, without filing an amendment to the prospectus to reflect the change, if
    1. the securities are distributed through one or more underwriters that have agreed to purchase all of the securities at a specified price;
    2. the proceeds to be received by the issuer or selling security holders or by the issuer and selling security holders are disclosed in the prospectus as being fixed; and
    3. the underwriters have made a reasonable effort to sell all of the securities distributed under the prospectus at the initial offering price disclosed in the prospectus.
  4. Despite subsections (2) and (3), the price at which securities may be acquired on exercise of rights shall be fixed.
Part 12 Certification
1. Certificate of Related Credit Supporter - If disclosure of a credit supporter is prescribed by this Rule or the required form of prospectus and the credit supporter is a related credit supporter, an issuer shall include in the prospectus a certificate of the related credit supporter in the form set out in subsection 58(1) of the Act, signed by
  1. the chief executive officer and the chief financial officer of the credit supporter or, if no such officers have been appointed, a person acting on behalf of the related credit supporter in a capacity similar to the chief executive officer and a person acting on behalf of the related credit supporter in a capacity similar to that of a chief financial officer; and
  2. on behalf of the board of directors of the credit supporter, any two directors of the credit supporter duly authorized to sign, other than the persons referred to in paragraph (a).
2. Date of Certificates - The date of the certificates in a preliminary prospectus, a prospectus or an amendment to a preliminary prospectus or prospectus shall be within three business days before the date of filing the preliminary prospectus, prospectus or amendment, as applicable.
3. Pro Forma Prospectus - A certificate required under section 58 or section 59 of the Act or section 12.1 of this Rule may be omitted from a pro forma prospectus.
Part 13 General Requirements As To Filing
1. Interpretation of “Prospectus” - In this Part, a reference to a prospectus does not include a preliminary prospectus.
2. Required Documents for Filing a Preliminary Prospectus or a Pro Forma Prospectus - An issuer that files a preliminary prospectus or a pro forma prospectus shall
  1. file the following with the preliminary prospectus or pro forma prospectus:
    1. Signed Copy - In the case of a preliminary prospectus, a signed copy of the preliminary prospectus.
    2. Mining Reports - If the issuer has a mineral project, the technical reports required to be filed with a preliminary prospectus pursuant to National Instrument 43-101 Standards of Disclosure for Mineral Projects. Until National Instrument 43- 101 comes into force, file for each property material to the issuer, a technical report prepared in accordance with National Policy 2-A Guide for Engineers, Geologists and Prospectors Submitting Reports on Mining Properties to Canadian Provincial Securities Administrators.
    3. Oil and Gas Reports - If the issuer has oil and gas operations, a technical report or certificate on each property material to the issuer prepared in accordance with National Policy No. 2-B Guide for Engineers and Geologists Submitting Oil and Gas Reports to Canadian Provincial Securities Administrators or any successor instrument thereto; and
  2. deliver to the Commission, concurrently with the filing of the preliminary prospectus or pro forma prospectus, the following:
    1. Personal Information - For each director and executive officer of an issuer, each promoter of the issuer or, if the promoter is not an individual, each director and executive officer of the promoter, for whom the issuer has not previously delivered the following information, a statement containing that individual’s
      1. full name;
      2. position with or relationship to the issuer;
      3. employer’s name and address, if other than the issuer;
      4. full residential address;
      5. date and place of birth; and
      6. citizenship.
    2. Authorization to Collect Information - A completed Form 41-501F2 authorizing the collection of personal information.
    3. Calculation of Earnings Coverage - If the preliminary prospectus is filed for a proposed distribution of debt securities having a term to maturity in excess of one year or for a proposed distribution of preferred shares, a letter setting out the calculation of the earnings coverage.
    4. Material Contracts - Copies of all material contracts to which the issuer is a party that have not previously been filed.
    5. Reports and Valuations - A copy of each report or valuation referred to in the preliminary prospectus for which a consent is required to be filed under section 13.4 and that has not previously been filed, other than a technical report that
      1. deals with a mineral project or oil and gas operations; and
      2. is not otherwise required to be filed under paragraphs 2 and 3 of subsection 13.2(1);
    6. Auditor’s Comfort Letter regarding Audited Financial Statements - A signed letter to the Commission from the auditor of the issuer or of the business, as applicable, prepared in accordance with the form suggested for this circumstance by the Handbook, if a financial statement of an issuer or a business included in a preliminary prospectus or pro forma prospectus is accompanied by an unsigned auditor’s report.
    7. Comfort Letter regarding Foreign Auditor’s Report - If a financial statement included in a prospectus has been prepared in accordance with foreign Gaap or includes a foreign auditor’s report, a letter to the Commission from the foreign auditor that discusses the auditor’s expertise
      1. to audit the reconciliation of foreign Gaap to Canadian Gaap; and
      2. in the case of foreign Gaas, other than U.S. Gaas applied by a U. S. auditor, to make the determination that the auditing standards applied are substantially equivalent to Canadian Gaas.
3. Required Documents for Filing a Final Prospectus - An issuer that files a final prospectus shall
  1. file the following with the prospectus:
    1. Signed Copy - A signed copy of the prospectus.
    2. Issuer’s Submission to Jurisdiction - A submission to jurisdiction and appointment of agent for service of process of the issuer in Form 41-501F3, if an issuer is incorporated or organized in a foreign jurisdiction and does not have an office in Canada.
    3. Non-Issuer’s Submission to Jurisdiction - A submission to jurisdiction and appointment of agent for service of process of the selling security holder, promoter or credit supporter, as applicable, in Form 41-501F4, if a selling security holder, promoter or credit supporter of an issuer is incorporated or organized under a foreign jurisdiction and does not have an office in Canada or is an individual who resides outside of Canada.
    4. Expert’s Consent - The consents required to be filed under section 13.4.
    5. Credit Supporter’s Consent - The written consent of the credit supporter to the inclusion of its financial statements in the prospectus, if financial statements of a credit supporter are required under Item 25.1 of Form 41-501F1 to be included in a prospectus and a certificate of the credit supporter is not required under Section 12.1 to be included in the prospectus.
    6. Material Contracts - Copies of all material contracts to which the issuer is a party that have not previously been delivered.
    7. Other Mining Reports - If the issuer has a mineral project, any technical report, certificate or consent required to be filed with a prospectus under National Instrument 43-101 once in force and not previously filed, and until National Instrument 43-101 comes into force, unless previously filed, a technical report, certificate or consent on each property material to the issuer prepared in accordance with National Policy 2-A. 8.
    8. Other Oil and Gas Reports - If the issuer has oil and gas operations, any technical report or certificate required to be filed with a prospectus under the successor instrument to National Policy No. 2- B once in force, and until that time, unless previously filed, a technical report or certificate on each property material to the issuer prepared in accordance with National Policy 2-B.
    9. Other Reports and Valuations - A copy of each report or valuation referred to in the prospectus, for which a consent is required to be filed under section 13.4 and that has not previously been delivered, other than a technical report that
      1. deals with a mineral project of an issuer or oil and gas operations; and
      2. is not otherwise required to be filed under paragraphs 7 and 8; and
  2. deliver to the Commission, no later than the filing of the prospectus,
    1. Auditor’s Comfort Letter regarding Unaudited Financial Statements
      1. a comfort letter to the Commission from the auditor of the issuer or the business, as applicable, prepared in accordance with the relevant standards in the Handbook, if an unaudited financial statement of an issuer or a business is included in a prospectus.
      2. a comfort letter to the Commission from the auditor of the business, prepared in accordance with the relevant standards in the Handbook, if the prospectus includes unaudited financial information of a business that has been derived from financial statements of a business that are not included in the prospectus.
      3. a comfort letter to the Commission from the auditor of the business, prepared in accordance with the relevant standards in the Handbook, if a pro forma income statement of the issuer included in the prospectus includes results of the business that have been prepared in accordance with subsection 6.5(4).
      4. a comfort letter to the Commission from the auditor of the issuer, prepared in accordance with the relevant standards of the Handbook, if a pro forma financial statement of the issuer included in the prospectus reflects the results of a significant disposition in accordance with Part 8 of the Rule.
    2. Blacklined Prospectus - A copy of the prospectus, blacklined to show changes from the preliminary prospectus.
4. Consent of Experts
  1. If any solicitor, auditor, accountant, engineer, appraiser or any other person or company whose profession gives authority to a statement made by that person or company, is named in a prospectus or an amendment to a prospectus
    1. as having prepared or certified a part of the prospectus or the amendment;
    2. as having opined on financial statements from which selected information included in the prospectus has been derived and which audit opinion is referred to in the prospectus; or
    3. as having prepared or certified a report or valuation referred to in the prospectus or the amendment,
    the issuer shall file no later than the time the prospectus or the amendment to the prospectus is filed, the written consent of the person or company to being named and to that use of the report or valuation.
  2. The consent referred to in subsection (1) shall
    1. refer to the report, valuation, statement or opinion stating the date of the report, valuation, statement or opinion, and
    2. contain a statement that the person or company referred to in subsection (1)
      1. has read the prospectus, and
      2. has no reason to believe that there are any misrepresentations in the information contained in it that are
        
        derived from the report, valuation, statement or opinion, or
        
        within the knowledge of the person or company as a result of the services performed by the person or company in connection with the report, financial statements, valuation, statement or opinion.
  3. In addition to any other requirement of this section, the consent of an auditor or accountant shall also state
    1. the dates of the financial statements on which the report of the person or company is made, and
    2. that the person or company has no reason to believe that there are any misrepresentations in the information contained in the prospectus that are
      1. derived from the financial statements on which the person or company has reported, or
      2. within the knowledge of the person or company as a result of the audit of the financial statements.
  4. Subsection (1) does not apply to an approved rating organization that issues a rating to the securities being distributed under the preliminary prospectus or prospectus.
5. French Language Version - An issuer shall file a signed copy of a French language version of a preliminary prospectus, prospectus and any amendment to a preliminary prospectus or prospectus before sending the French language version of a preliminary prospectus, prospectus or an amendment to an investor or prospective investor in Ontario.
6. Material Contracts - An issuer shall make available all material contracts referred to in a prospectus for inspection at a reasonable time and place, without charge, during the distribution of the securities being offered under the prospectus.
7. Amendments
  1. An amendment to a preliminary prospectus or a prospectus shall consist of either an amendment that does not fully restate the text of the preliminary prospectus or prospectus or an amended and restated preliminary prospectus or prospectus.
  2. An amendment to a preliminary prospectus or a prospectus shall contain the certificates required under section 12.1 and by sections 58 and 59 of the Act and, in the case of an amendment that does not restate the text of the preliminary prospectus or prospectus, shall be numbered and dated as follows:
    
    “Amendment No. [insert amendment number] dated [insert date of amendment] to [Preliminary] Prospectus dated [insert date of preliminary prospectus or prospectus].”
  3. An issuer that files an amendment to a preliminary prospectus or a prospectus shall
    1. file a signed copy of the amendment;
    2. deliver to the Commission a copy of the preliminary prospectus or prospectus, blacklined to show the changes made by the amendment, if the amendment is also a restatement of the preliminary prospectus or prospectus;
    3. file or deliver any supporting documents required under this Rule or other provisions of securities legislation to be filed or delivered with a preliminary prospectus or prospectus, as the case may be, unless the documents originally filed or delivered with the preliminary prospectus or prospectus, as the case may be, are correct as of the date the amendment is filed; and
    4. file any consent letter required under this Rule to be filed with a preliminary prospectus or prospectus, as the case may be.
  4. An amendment to a preliminary prospectus shall be forwarded to each recipient of the preliminary prospectus according to the record to be maintained under section 67 of the Act.
  5. If an amendment to a preliminary prospectus or a prospectus materially affects, or relates to, an auditor’s letter delivered under section 13.2 or 13.3, the issuer shall deliver with the amendment a new auditor’s letter.
8. Amendment to Preliminary Prospectus
  1. The Director shall issue a receipt for an amendment to a preliminary prospectus as soon as reasonably possible after the amendment is filed.
  2. Subsection 65(1) of the Act does not apply where an amendment to a preliminary prospectus has been filed.
9. Amendment to Final Prospectus
  1. If, after a receipt is issued for a prospectus but prior to the completion of the distribution under such prospectus, securities in addition to the securities previously disclosed in the prospectus are to be distributed, the person or company making the distribution must file an amendment to the prospectus disclosing the additional securities, as soon as practicable, and in any event no later than 10 days after the decision to increase the number of securities offered is made.
  2. Subject to subsection (3), the Director shall issue a receipt for an amendment to a final prospectus required to be filed under this section or subsection 57(1) of the Act unless the Director considers that it is not in the public interest to do so.
  3. The Director shall not issue a receipt for an amendment to a final prospectus if it appears to the Director that any of the circumstances set out in subsection 61(2) of the Act are present.
  4. The Director shall not refuse to issue a receipt under subsections (2) or (3) without giving the person or company who filed the prospectus an opportunity to be heard
  5. Subject to subsection (6), a distribution or an additional distribution must not proceed until a receipt for an amendment to a prospectus that is required to be filed under this section or section 57(1) of the Act is issued by the Director.
  6. Subsection (5) does not apply to mutual funds subject to National Instrument 81-101 Mutual Fund Prospectus Disclosure, labour-sponsored venture capital corporations, commodity pools, or scholarship plans.
Part 14 Procedures And Requirements For Granting Receipts
1. Procedures and Requirements for Granting Receipts
  1. An issuer shall not file a prospectus if the issuer is in default in filing or delivering to the Commission a document required to be filed or delivered by the issuer under Ontario securities law.
  2. An issuer shall not file a prospectus more than 90 days after the date of the receipt for the preliminary prospectus.
Part 15 Exemption
1. Exemption - The Director may grant an exemption from the provisions of this Rule, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.
2. Evidence of Exemption
  1. Without limiting the manner in which an exemption under section 15.1 may be evidenced, the granting of the exemption under section 15.1 may be evidenced by the issuance by the Director of a receipt for a prospectus or an amendment to a prospectus.
  2. An exemption under section 15.1 may be evidenced by issuance of a receipt only if
    1. the person or company that sought the exemption
      1. sent to the Director on or before the date the preliminary prospectus or the amendment to the prospectus was filed, a letter or memorandum describing the matters relating to the exemption, and indicating why consideration should be given to the granting of the exemption, or
      2. sent to the Director a letter or memorandum describing the matters relating to the exemption, and indicating why consideration should be given to the granting of the exemption, after the preliminary prospectus has been filed, if the issuer receives a written acknowledgment from the Director that the exemption may be evidenced in the manner set out in subsection (1); and
    2. the Director has not before, or concurrently with, the issuance of the receipt, sent notice to the person or company that sought the exemption that the exemption sought may not be evidenced in the manner set out in subsection (1).
Part 16 Effective Date
1. Effective Date - The Rule shall come into force on December 31, 2000.

Forms

General Prospectus Requirements

Ontario Securities Commission Form 41-501F1 Information Required In A Prospectus

Title

Item 1: Cover Page Disclosure
1. Required Language
2. Preliminary Prospectus Disclosure
3. Basic Disclosure about the Distribution
4. Distribution
5. Non-Fixed Price Distributions
6. Reduced Price Distributions
7. Market for Securities
8. Risk Factors
9. Underwriter(s)
10. International Issuers
Item 2: Table of Contents
1. Table of Contents
Item 3: Summary of Prospectus
1. General
2. Cautionary Language
Item 4: Corporate Structure
1. Name and Incorporation
2. Intercorporate Relationships
Item 5: General Development of the Business
1. Three Year History
2. Significant Acquisitions and Significant Dispositions
3. Trends
Item 6: Narrative Description of the Business
1. General
2. Issuers with Asset-Backed Securities Outstanding
3. Issuers With Mineral Projects
4. Issuers with Oil and Gas Operations
Item 7: Use of Proceeds
1. Proceeds
2. Funds Available
3. Principal Purposes
4. Escrowed Proceeds
5. Other Sources of Funding
6. Acquisition
7. Retirement or Repayment of Debt
8. Special Warrant Financing
Item 8: Selected Consolidated Financial Information and Management’s Discussion and Analysis
1. Annual Information
2. Quarterly Information
3. Dividends
4. Foreign Gaap
5. Management’s Discussion and Analysis
Item 9: Earnings Coverage Ratios
1. Earnings Coverage Ratios
Item 10: Description of the Securities Distributed
1. Shares
2. Debt Securities
3. Asset-Backed Securities
4. Derivatives
5. Other Securities
6. Modification of Terms
7. Constraints
8. Ratings
9. Other Attributes
Item 11: Consolidated Capitalization
1. Consolidated Capitalization
Item 12: Options to Purchase Securities
1. Options to Purchase Securities
Item 13: Prior Sales
1. Prior Sales
2. Stock Exchange Price
Item 14: Escrowed Securities
1. Escrowed Securities
Item 15: Principal Shareholders and Selling Security holders
1. Principal Shareholders and Selling Security holders
Item 16: Directors and Officers
1. Name, Address, Occupation and Security Holding
2. Corporate Cease Trade Orders or Bankruptcies
3. Penalties or Sanctions
4. Personal Bankruptcies
5. Conflicts of Interest
6. Management of Junior Issuers
Item 17: Executive Compensation
1. Disclosure
2. Exception
Item 18: Indebtedness of Directors and Executive Officers
1. Indebtedness of Directors and Executive Officers
Item 19: Plan of Distribution
1. Name of Underwriters
2. Disclosure of Market Out
3. Best Efforts Offering
4. Over-Allotments
5. Minimum Distribution
6. Approvals
7. Reduced Price Distributions
8. Listing Application
9. Conditional Listing Approval
10. Determination of Price
11. Special Warrants acquired by Underwriters
Item 20: Risk Factors
1. Risk Factors
Item 21: Promoters
1. Promoters
Item 22: Legal Proceedings
1. Legal Proceedings
Item 23: Interest of Management and Others in Material Transactions
1. Interest of Management and Others in Material Transactions
Item 24: Relationship Between Issuer or Selling Security Holder and Underwriter
1. Relationship Between Issuer or Selling Security Holder and Underwriter
Item 25: Credit Supporter Disclosure
1. Credit Supporter Disclosure
Item 26: Auditors, Transfer Agents and Registrars
1. Auditors
2. Transfer Agent and Registrar
3. Registration of Securities
Item 27: Material Contracts
1. Material Contracts
2. Project Financing and Limited Partnership Offering
Item 28: Experts
1. Opinions
2. Tax Consequences
3. Interest of Experts
Item 29: Other Material Facts
1. Other Material Facts
Item 30: Project Financings
1. Project Financings
Item 31: Purchasers' Statutory Rights of Withdrawal and Rescission
1. General
2. Non-fixed Price Offerings
Item 32: Financial Statements
1. Financial Statements
Item 33: Certificates
1. Certificates

Ontario Securities Commission Form 41-501F1

Information Required In A Prospectus

Instructions

The objective of the prospectus is to provide information concerning the issuer that an investor needs in order to make an informed investment decision. This Form sets out specific disclosure requirements that are in addition to the general requirement under securities legislation to provide full, true and plain disclosure of all material facts relating to the securities to be distributed. Certain rules of specific application impose prospectus disclosure obligations in addition to those described in this Form.
Terms used and not defined in this Form that are defined or interpreted in Rule 41-501 General Prospectus Requirements shall bear that definition or interpretation. A general definition rule has been adopted as Rule 14-501 Definitions.
In determining the degree of detail required a standard of materiality should be applied. Materiality is a matter of judgment in particular circumstance, and should generally be determined in relation to an item’s significance to investors, analysts and other users of the information. An item of information, or an aggregate of items, is considered material if it is probable that its omission or misstatement would influence or change an investment decision with respect to the issuer’s securities. In determining whether information is material, take into account both quantitative and qualitative factors. The potential significance of items should be considered individually rather than on a net basis, if the items have an offsetting effect. This concept of materiality is consistent with the financial reporting notion of materiality contained in the Handbook.
Unless an item specifically requires disclosure only in the preliminary prospectus, the disclosure requirements set out in this Form apply to both the preliminary prospectus and the prospectus. Details concerning the price and other matters dependent upon or relating to price, such as the number of securities being distributed, may be left out of the preliminary prospectus, along with specifics concerning the plan of distribution, to the extent that these matters have not been decided.
The disclosure must be understandable to readers and presented in an easy to read format. The presentation of information should comply with the plain language principles listed in section 1.2 of Companion Policy 41-501CP General Prospectus Requirements. If technical terms are required, clear and concise explanations should be included.
No reference need be made to inapplicable items and, unless otherwise required in this Form, negative answers to items may be omitted.
Where the term “issuer” is used, it may be necessary, in order to meet the requirement for full, true and plain disclosure of all material facts, to also include disclosure with respect to the issuer’s subsidiaries and investees. If it is more likely than not that a person or company will become a subsidiary or investee, it may be necessary to also include disclosure with respect to the person or company. For this purpose, “investees” is defined to mean any entity that the Handbook recommends that the issuer account for by the equity method or the proportionate consolidation method.
An issuer that is a special purpose vehicle may have to modify the disclosure items to reflect the special purpose nature of its business.
If disclosure is required as of a specific date and there has been a material change or change that is otherwise significant in the required information subsequent to that date, present the information as of the date of the change or a date subsequent to the change instead.
If the term “class” is used in any item to describe securities, the term includes a series of a class.

Prospectus Form

Item 1: Cover Page Disclosure

Required Language - State in italics at the top of the cover page the following:

“No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.”
Preliminary Prospectus Disclosure - Every preliminary prospectus shall have printed in red ink and in italics at the top of the cover page immediately above the disclosure required under item 1.1 the following, with the bracketed information completed:

“A copy of this preliminary prospectus has been filed with the securities regulatory authority(ies) in [each of/certain of the provinces/provinces and territories of Canada] but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the prospectus is obtained from the securities regulatory authority(ies).”

Instruction

Issuers shall complete the bracketed information by
1. inserting the names of each jurisdiction in which the issuer intends to offer securities under the prospectus;
2. stating that the filing has been made in each of the provinces of Canada or each of the provinces and territories of Canada; or
3. identifying the filing jurisdictions by exception (i.e., every province of Canada or every province and territory of Canada, except [excluded jurisdictions].
Basic Disclosure about the Distribution- State the following immediately below the disclosure required under Items 1.1 and 1.2 with the bracketed information completed:

[Preliminary] Prospectus [Initial Public Offering Or New Issue And/Or Secondary Offering]

(Date)

Name of Issuer

[number and type of securities qualified for distribution under the prospectus, including any options or warrants, and the price per security]

Instructions
1. The description of the number and type of securities being distributed shall include the restricted share terms, if any, prescribed by Rule 56-501 Restricted Shares.
2. If the offering price is in a currency other than the Canadian dollar or the U.S. dollar, comply with the exchange rate disclosure requirements of National Policy Statement No. 14 Acceptability of Currencies in Material Filed with Securities Regulatory Authorities, or any successor instrument.

Distribution

If the securities are being distributed for cash, provide the information called for below, in substantially the following tabular form or in a note to the table:

	Price to public (a)	Underwriting discounts or commissions (b)	Proceeds to issuer or selling security holders (c)
		Per security
		Total

If there is an over-allotment option, describe the terms of the option and the fact that the prospectus qualifies both the grant of the option and the issuance or transfer of securities that will be issued or transferred if the option is exercised.
If the distribution of the securities is to be on a best efforts basis, provide totals for both the minimum and maximum subscriptions, if applicable.
If debt securities are being distributed at a premium or a discount, state in bold type the effective yield if held to maturity.
Disclose separately those securities that are underwritten, those under option and those to be sold on a best efforts basis, and, in the case of a best efforts distribution the latest date that the distribution is to remain open.
In column (b) of the table, disclose only commissions paid or payable in cash by the issuer or selling security holder and discounts granted. Set out in a note to the table
1. commissions or other consideration paid or payable by persons or companies other than the issuer or selling security holder;
2. consideration other than discounts granted and cash paid or payable by the issuer or selling security holder, including warrants and options; and
3. any finder’s fees or similar required payment.
If a security is being distributed for the account of a selling security holder, state the name of the security holder and a cross-reference to the applicable section in the prospectus where further information about the selling security holder is provided. State the portion of the expenses of the distribution to be borne by the selling security holder and, if none of the expenses of the distribution are being borne by the selling security holder, include a statement to that effect and discuss the reason why this is the case.
If the underwriter has been granted a compensation option, state whether the prospectus qualifies the grant of all or part of the compensation option and provide a crossreference to the applicable section in the prospectus where further information about the compensation option is provided.

Instructions

Estimate amounts, if necessary. For non-fixed price distributions that are being made on a best efforts basis, disclosure of the information called for by the table may be set forth as a percentage or a range of percentages and need not be set forth in tabular form.
If debt securities are being distributed, also express the information in the table as a percentage.

Non-Fixed Price Distributions - If the securities are being distributed at non-fixed prices, disclose
1. the discount allowed or commission payable to the underwriter;
2. any other compensation payable to the underwriter and, if applicable, that the underwriter’s compensation will be increased or decreased by the amount by which the aggregate price paid for the securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriter to the issuer or selling security holder;
3. that the securities to be distributed under the prospectus will be distributed, as applicable, at
  1. prices determined by reference to the prevailing price of a specified security in a specified market,
  2. market prices prevailing at the time of sale, or
  3. prices to be negotiated with purchasers;
4. that prices may vary as between purchasers and during the period of distribution;
5. if the price of the securities is to be determined by reference to the prevailing price of a specified security in a specified market, the price of the specified security in the specified market at the latest practicable date; and
6. the net proceeds or, if the distribution is to be made on a best efforts basis, the minimum amount of net proceeds, if any, to be received by the issuer or selling security holder.
Reduced Price Distributions - If an underwriter wishes to be able to decrease the price at which securities are distributed for cash from the initial offering price fixed in the prospectus, include in bold type a cross-reference to the section in the prospectus where disclosure concerning the possible price decrease is provided.
Market for Securities

“There is no market through which these securities may be sold and purchasers may not be able to resell securities purchased under the prospectus”.
1. Identify the exchange(s) and quotation system(s), if any, on which securities of the issuer of the same class as the securities being distributed are traded or quoted and the market price of those securities as of the latest practicable date. (2) Disclose any intention to stabilize the market. Provide a cross-reference to the section in the prospectus where further information about market stabilization is provided.
2. If no market for the securities being distributed under the prospectus exists or is to exist after the distribution, state the following in bold type:
Risk Factors - Include a cross-reference to sections in the prospectus where information about the risks of an investment in the securities being distributed is provided.
Underwriter(s)

“We, as principals, conditionally offer these securities, subject to prior sale, if, as and when issued by [name of issuer] and accepted by us in accordance with the conditions contained in the underwriting agreement referred to under Plan of Distribution”.
1. State the name of each underwriter.
2. If applicable,
  1. until Multilateral Instrument 33-105 Underwriting Conflicts comes into force, provide the disclosure required by Item 30 of Form 12 of the Regulation to the Act, as that Form read immediately before it was revoked; and
  2. after Multilateral Instrument 33-105 comes into force, comply with the requirements of that Multilateral Instrument for cover page prospectus disclosure.
3. If an underwriter has agreed to purchase all of the securities being distributed at a specified price and the underwriter’s obligations are subject to conditions, state the following, with bracketed information completed:
4. If an underwriter has agreed to purchase a specified number or principal amount of the securities at a specified price, state that the securities are to be taken up by the underwriter, if at all, on or before a date not later than 42 days after the date of the receipt for the prospectus.
5. If there is no underwriter involved in the distribution, provide a statement in bold type to the effect that no underwriter has been involved in the preparation of the prospectus or performed any review of the contents of the prospectus.
International Issuers - If the issuer, a selling security holder, a credit supporter of the securities being distributed under the prospectus or a promoter of the issuer is incorporated, continued, or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, comply with National Instrument 41-101 Prospectus Disclosure Requirements by stating the following on the cover page or under a separate heading elsewhere in the prospectus, with the bracketed information completed:

“The [issuer, selling security holder, credit supporter and/ or promoter] is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada. Although [the issuer, selling security holder, credit supporter and/or promoter] has appointed [name(s) and addresses of agent(s) for service] as its agent(s) for service of process in Ontario it may not be possible for investors to collect from the issuer, selling security holder, credit supporter or promoter, judgments obtained in courts in [Ontario/Canada] predicated on the civil liability provisions of securities legislation.

Item 2: Table of Contents
1. Table of Contents - Include a table of contents.
Item 3: Summary of Prospectus
1. General - Briefly summarize, near the beginning of the prospectus, information appearing elsewhere in the prospectus that, in the opinion of the issuer or selling security holder, would be most likely to influence the investor’s decision to purchase the securities being distributed. Include a description of
  1. the principal business of the issuer and its subsidiaries;
  2. the securities to be distributed, including the offering price and expected net proceeds;
  3. use of proceeds;
  4. risk factors; and
  5. summary financial information.
  Instructions
  1. In addition, provide appropriate cross-references to additional information respecting these items in the prospectus.
2. Cautionary Language - At the beginning of the summary, include a statement in italics in substantially the following form:
  
  “The following is a summary of the principal features of this distribution and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus.”
Item 4: Corporate Structure
1. Name and Incorporation
  1. State the full corporate name of the issuer or, if the issuer is an unincorporated entity, the full name under which the entity exists and carries on business and the address(es) of the issuer’s head and registered office.
  2. State the statute under which the issuer is incorporated or continued or organized or, if the issuer is an unincorporated entity, the laws of the jurisdiction or foreign jurisdiction under which the issuer is established and exists. If material, state whether the articles or other constating or establishing documents of the issuer have been amended and describe the substance of the material amendments.
2. Intercorporate Relationships
  1. Describe, by way of a diagram or otherwise, the intercorporate relationships among the issuer and the issuer’s subsidiaries. For each subsidiary state
    1. the percentage of votes attaching to all voting securities of the subsidiary represented by voting securities beneficially owned, or over which control or direction is exercised, by the issuer;
    2. the place of incorporation or continuance; and
    3. the percentage of each class of restricted shares beneficially owned, or over which control or direction is exercised, by the issuer.
  2. If the securities distributed under the prospectus are being issued in connection with an acquisition, amalgamation, merger, reorganization or arrangement, describe by way of a diagram or otherwise these intercorporate relationships both before and after the completion of the proposed transaction.
  Instruction
  
  A particular subsidiary may be omitted if
  1. the total assets of the subsidiary do not constitute more than 10 per cent of the consolidated assets of the issuer at the most recent financial year end;
  2. the sales and operating revenues of the subsidiary do not exceed 10 per cent of the consolidated sales and operating revenues of the issuer at the most recent financial year end; and
  3. the conditions in paragraphs (a) and (b) would be satisfied if
    1. the subsidiaries that may be omitted under paragraphs (a) and (b) were considered in the aggregate, and
    2. the reference to 10 per cent in those paragraphs was changed to 20 per cent.
Item 5: General Development of the Business
1. Three Year History - Describe the general development of the issuer’s business over its three most recently completed financial years and any subsequent period rm Include only major events or conditions that have influenced the general development of the issuer’s business. If the business consists of the production or distribution of more than one product or the rendering of more than one kind of service, describe the principal products or services. Also discuss changes in the business of the issuer that are expected to occur during the current financial year of the issuer.
  
  Instruction Include the business of subsidiaries only insofar as is necessary to explain the character and development of the business conducted by the combined enterprise.
2. Significant Acquisitions and Significant Dispositions
  1. Disclose
    1. any significant acquisition completed by the issuer or any significant probable acquisition proposed by the issuer, for which financial statements are required under Part 6 or 7 of the Rule; and
    2. any significant disposition completed by the issuer during the most recently completed financial year or the current financial year for which pro forma financial statements are required under Part 8.
  2. Include particulars of
    1. the nature of the assets acquired or disposed of or to be acquired or disposed of;
    2. the actual or proposed date of each significant acquisition or significant disposition;
    3. the consideration, both monetary and non-monetary paid, or to be paid, to or by the issuer;
    4. any material obligations that must be complied with to keep any significant acquisition or significant disposition agreement in good standing;
    5. the effect of the significant acquisition or significant disposition on the operating results and financial position of the issuer;
    6. any valuation opinion obtained within the last 12 months required under Canadian securities legislation or Canadian securities directives of a Canadian securities regulatory authority or a requirement of a Canadian stock exchange or other Canadian market to support the value of the consideration received or paid by the issuer or any of its subsidiaries for the assets, including the name of the author, the date of the opinion, the assets to which the opinion relates and the value attributed to the assets; and
    7. whether the transaction is with an insider, associate, or affiliate of the issuer and if so, disclose the identity of the other parties and the relationship of the other parties to the issuer.
3. Trends - Discuss any trend, commitment, event or uncertainty that is both presently known to management and reasonably expected to have a material effect on the issuer’s business, financial condition or results of operations, providing forward looking information based on the issuer’s expectations as of the date of the prospectus.
  
  Instruction Issuers are encouraged, but not required, to supply other forward-looking information. Optional forward-looking disclosure involves anticipating a future trend or event or anticipating a less predictable effect of a known event, trend or uncertainty. This other forward-looking information is to be distinguished from presently known information that is reasonably expected to have a material effect on future operating results, such as known future increases in costs of labour or materials, which information is required to be disclosed.
Item 6: Narrative Description of the Business
1. General
  1. Describe the business of the issuer with reference to the reportable operating segments as defined in the Handbook and the issuer’s business in general. Include the following for each reportable operating segment of the issuer:
    1. Stated Business Objectives - State the business objectives that the issuer expects to accomplish using the net proceeds of the distribution described under Item 7.1, or in the case of a junior issuer, using the funds available described under Item 7.2
    2. Milestones - Describe each significant event that must occur for the business objectives described under Item 6.1(1)1 to be accomplished and state the specific time period in which each event is expected to occur and the costs related to each event.
    3. Principal Products or Services - For principal products or services,
      1. the methods of their distribution and their principal markets;
      2. as dollar amounts or as percentages, for each of the two most recently completed financial years, the revenues for each category of principal products or services that accounted for 15 per cent or more of total consolidated revenues for the applicable financial year derived from
        
        sales to customers, other than investees, outside the consolidated entity,
        
        sales or transfers to investees; and
        
        sales or transfers to controlling shareholders; and
      3. if not fully developed, the stage of development of the principal products or services and, if the products are not at the commercial production stage, or if more than 10 per cent of the net proceeds from the distribution will be used for research and development;
        
        the timing and stage of research and development programs that management anticipates will be reached using such proceeds, as applicable,
        
        the major components of the proposed programs that will be funded using the proceeds from the distribution, including an estimate of anticipated costs,
        
        whether the issuer is conducting its own research and development, is subcontracting out the research and development or is using a combination of those methods, and
        
        the additional steps required to reach commercial production and an estimate of costs and timing.
    4. Operations - Concerning production and sales
      1. the actual or proposed method of production of products and if the issuer provides services, the actual or proposed method of providing services;
      2. the payment terms, expiration dates and terms of any renewal options of any material leases or mortgages, whether they are in good standing and, if applicable, that the landlord or mortgagee is not at arm’s length with the issuer;
      3. specialized skill and knowledge requirements and the extent that the skill and knowledge are available to the issuer;
      4. the sources, pricing and availability of raw materials, component parts or finished products;
      5. the importance, duration and effect on the segment of identifiable intangible properties such as brand names, circulation lists, copyrights, franchises, licences, patents, software, subscription lists and trademarks;
      6. the extent to which the business of the segment is cyclical or seasonal;
      7. a description of any aspect of the issuer’s business that may be affected in the 12 months following the date of the prospectus by renegotiation or termination of contracts or subcontracts and the likely effect;
      8. the financial and operational effects of environmental protection requirements on the capital expenditures, earnings and competitive position of the issuer in the current financial year and the expected effect, on future years;
      9. the number of employees, as at the most recent financial year end or as an average over that year, whichever is more relevant; and
      10. any risks associated with foreign operations of the issuer and any dependence of the segments upon the foreign operations.
    5. Competitive Conditions - The competitive conditions in the principal markets and geographic areas in which the issuer operates, including, if reasonably possible, an assessment of the issuer’s competitive position.
    6. Lending - With respect to lending operations of an issuer’s business, the investment policies and lending and investment restrictions.
  2. Disclose the nature and results of any bankruptcy, or any receivership or similar proceedings against the issuer or any of its subsidiaries or any voluntary bankruptcy, receivership or similar proceedings by the issuer or any of its subsidiaries, within the three most recently completed financial years or the current financial year.
  3. Disclose the nature and results of any material reorganization of the issuer or any of its subsidiaries within the three most recently completed financial years or the current financial year.
  Instructions
  1. The description of the issuer’s business objectives provided under paragraph 1 of subsection (1) should be more general than the description of the Use of Proceeds required by Item 7. Proceeds are generally expended in the course of achieving a broader objective. The description of the business objectives should also provide the context for the description of the milestones which is required under subsection (1)2. For example, one business objective of an issuer may be to commence marketing and licensing technology nationally through direct sales and a network of agents; a milestone may be to conduct four feasibility studies over the next ten months to facilitate marketing of the technology; the proceeds raised might, in part, be used to conduct feasibility studies.
  2. The issuer’s stated business objectives must not include any prospective financial information with respect to sales, whether expressed in terms of dollars or units, unless the information is derived from a financial forecast or financial projection prepared in accordance with National Policy Statement No. 48 or any successor instrument and is included in the prospectus.
  3. Where sales performance is considered to be an important objective, it must be stated in general terms. For example, the issuer may state that it anticipates generating sufficient cash flow from sales to pay its operating cost for a specified period following completion of the offering.
  4. For the purposes of paragraph (1)2 of Item 6.1, examples of significant events would include hiring of key personnel, making major capital acquisitions, obtaining necessary regulatory approvals, implementing marketing plans and strategies and commencing production and sales.
2. Issuers with Asset-Backed Securities Outstanding - For issuers with asset-backed securities outstanding that were distributed under a prospectus, disclose to the extent material to the securities being distributed
  1. a description of any events, covenants, standards or preconditions that may reasonably be expected to affect the timing or amount of any payments or distributions to be made under the asset-backed securities;
  2. for the three most recently completed financial years of the issuer or the lesser period commencing on the first date on which the issuer had assetbacked securities outstanding, information on the underlying pool of financial assets relating to
    1. the composition of the pool as of the end of each financial year or partial period,
    2. income and losses from the pool, on at least an annual basis or such shorter period as is reasonable given the nature of the underlying pool of financial assets,
    3. the payment, prepayment and collection experience of the pool on at least an annual basis or such shorter period as is reasonable given the nature of the underlying pool of financial assets,
    4. servicing and administrative fees, and
    5. any significant variances experienced in the matters referred to in clauses (i), (ii), (iii) and (iv);
  3. if any of the information disclosed under paragraphhas been audited, the existence and results of the audit;
  4. the investment parameters applicable to investments of any cash flow surpluses;
  5. the amount of payments made during the three most recently completed financial years or the lesser period commencing on the first date on which the issuer had asset-backed securities outstanding, in respect of principal and interest or capital and yield, each stated separately, on assetbacked securities of the issuer outstanding;
  6. the occurrence of any events that have led to, or with the passage of time could lead to, the accelerated payment of principal, interest or capital of asset-backed securities; and
  7. the identity of any principal obligors for the outstanding asset-backed securities of the issuer at the end of the most recent financial year or interim period, the percentage of the underlying pool of financial assets represented by obligations of each principal obligor and whether the principal obligor, if any, has filed an AIF in any jurisdiction or a Form 10-K or Form 20-F in the United States.
  Instructions
  1. For purposes of this Item and Item 10.3, “asset-backed security” means a security that is primarily serviced by the cash flows of a discrete pool of receivables or other financial assets, either fixed or revolving, that by their terms convert into cash within a finite time period, and any rights or other assets designed to assure the servicing or timely distribution of proceeds to security holders.
  2. For purposes of this item “principal obligor” means, for an asset-backed security, a person or company that is obligated to make payments; has guaranteed payments or has provided alternative credit support for payments on financial assets that represent a third or more of the aggregate amount owing on all of the financial assets underlying the asset-backed security.
  3. Present the information required under paragraph (b) in a manner that will enable a reader to easily determine whether, and the extent to which, the events, covenants, standards and preconditions referred to in paragraph (a) have occurred, are being satisfied or may be satisfied.
  4. If the information required under paragraph (b)
    1. is not compiled specifically on the underlying pool of financial assets, but is compiled on a larger pool of the same assets from which the securitized assets are randomly selected such that the performance of the larger pool is representative of the performance of the pool of securitized assets; or
    2. in the case of a new issuer, where the underlying pool of financial assets will be randomly selected from a larger pool of the same assets such that the performance of the larger pool will be representative of the performance of the pool of securitized assets to be created, then an issuer may comply with paragraph (b) by providing the information required based on the larger pool and disclosing that it has done so.
3. Issuers With Mineral Projects -For issuers with a mineral project, disclose the following information for each property material to the issuer:
  
  1. Property Description and Location
  1. The area (in hectares or other appropriate units) and location of the property.
  2. The nature and extent of the issuer’s title to or interest in the property, including surface rights, obligations that must be met to retain the property and the expiration date of claims, licences and other property tenure rights.
  3. The terms of any royalties, overrides, back-in rights, payments or other agreements and encumbrances to which the property is subject.
  4. All environmental liabilities to which the property is subject.
  5. The location of all known mineralized zones, mineral resources, mineral reserves and mine workings, existing tailings ponds, waste deposits and important natural features and improvements.
  6. To the extent known, the permits that must be acquired to conduct the work proposed for the property and whether permits have been obtained.
  2. Accessibility, Climate, Local Resources, Infrastructure and Physiography
  1. The means of access to the property.
  2. The proximity of the property to a population centre and the nature of transport.
  3. To the extent relevant to the mining project, the climate and length of the operating season.
  4. The sufficiency of surface rights for mining operations, the availability and sources of power, water, mining personnel, potential tailings storage areas, potential waste disposal areas, heap leach pads areas and potential processing plant sites.
  5. The topography, elevation and vegetation.
  3. History
  1. The prior ownership of the property and ownership changes and the type, amount, quantity and results of the exploration work undertaken by previous owners, and any previous production on the property, to the extent known.
  2. If a property was acquired within the three most recently completed financial years of the issuer or during its current financial year from, or is intended to be acquired by the issuer from, an insider or promoter of the issuer or an associate or affiliate of an insider or promoter, the name and address of the vendor, the relationship of the vendor to the issuer, and the consideration paid or intended to be paid to the vendor.
  3. To the extent known, the name of every person or company that has received or is expected to receive a greater than five per cent interest in the consideration received or to be received by the vendor referred to in subparagraph (b).
  4. Geological Setting - The regional, local and property geology.
  
  5. Exploration - The nature and extent of all exploration work conducted by, or on behalf of, the issuer on the property, including
  1. the results of all surveys and investigations and the procedures and parameters relating to surveys and investigations ;
  2. an interpretation of the exploration information;
  3. whether the surveys and investigations have been carried out by the issuer or a contractor and if by a contractor, identifying the contractor; and
  4. a discussion of the reliability or uncertainty of the data obtained in the program.
  6. Mineralization - The mineralization encountered on the property, the surrounding rock types and relevant geological controls, detailing length, width, depth and continuity together with a description of the type, character and distribution of the mineralization.
  
  7. Drilling -The type and extent of drilling including the procedures followed and an interpretation of all results. 8.
  
  8. Sampling and Analysis – The sampling and assaying including
  1. a description of sampling methods and the location, number, type, nature, spacing and density of samples collected;
  2. identification of any drilling, sampling or recovery factors that could materially impact the accuracy or reliability of the results;
  3. a discussion of sample quality and whether the samples are representative of any factors that may have resulted in sample biases;
  4. rock types, geological controls, widths of mineralized zones, cut-off grades and other parameters used to establish the sampling interval; and
  5. quality control measures and data verification procedures.
  9. Security of Samples - The measures taken to ensure the validity and integrity of samples taken.
  
  10. Mineral Resources and Mineral Reserves - The mineral resources and mineral reserves, if any, including
  1. the quantity and grade or quality of each category of mineral resources and mineral reserves;
  2. the key assumptions, parameters and methods used to estimate the mineral resources and mineral reserves; and
  3. the extent to which the estimate of mineral resources and mineral reserves may be materially affected by metallurgical, environmental, permitting, legal, title, taxation, socio-economic, marketing, political and other relevant issues.
  11. Mining Operations - For development properties and production properties, the mining method, metallurgical process, production forecast, markets, contracts for sale of products, environmental conditions, taxes, mine life and expected payback period of capital.
  
  12. Exploration and Development - A description of the issuer’s current and contemplated exploration or development activities, to the extent they are material.
  
  Instructions
  1. Issuers are reminded that disclosure regarding mineral exploration development or production activities on material properties is required to comply with National Instrument 43-101 once in force, including the use of the appropriate terminology to describe mineral reserves and mineral resources.
  2. Disclosure is required for each property material to the issuer. Materiality is to be determined in the context of the issuer’s overall business and financial condition, taking into account quantitative and qualitative factors. A property will not generally be considered material to an issuer if the book value of the property as reflected in the issuer’s most recently filed financial statements or the value of the consideration paid or to be paid (including exploration obligations) is less than 10 per cent of the book value of the total of the issuer’s mineral properties and related plant and equipment.
  3. Once National Instrument 43-101 is in force, the information required under these items is required to be based upon a technical report or other information prepared by or under the supervision of a qualified person, as that term is defined in National Instrument 43-101.
  4. In giving the information required under these items, include the nature of ownership interests, such as fee interests, leasehold interests, royalty interests and any other types and variations of ownership interests.
4. Issuers with Oil and Gas Operations - For issuers with oil and gas operations, disclose the following (in tabular form, if appropriate):
  
  1. Drilling Activity - The number of wells the issuer has drilled or has participated in drilling, the number of these wells that were completed as oil wells and gas wells that are capable of production, each stated separately, and the number of dry holes, expressed in each case as gross and net wells, during each of the two most recently completed financial years of the issuer.
  
  2. Location of Production - The geographical areas of the issuer’s production, the groups of oil and gas properties, the individual oil and gas properties and the plants, facilities and installations that, in each case, are owned or leased by the issuer and are material to the issuer’s operations or exploratory activities.
  
  3. Location of Wells - The location, stated separately for oil wells and gas wells, by jurisdiction, if in Canada, by state, if in the United States, and by country otherwise, of producing wells and wells capable of producing, in which the issuer has an interest and which are material, with the interest expressed in terms of gross and net wells.
  
  4. Interest in Material Properties - For interests in material properties to which no proved reserves have been attributed, the gross acreage in which the issuer has an interest and the net interest of the issuer, and the location of acreage by geographical area.
  
  5. Reserve Estimates - To the extent material, estimated reserve volumes and discounted cash flow from such reserves, stated separately by country and by categories and types that conform to the classifications, definitions and disclosure requirements of National Policy Statement No. 2-B Guide for Engineers and Geologists Submitting Oil and Gas Reports to Canadian Provincial Securities Administrators or any successor instrument, on both a gross and net basis as at the most recent financial year end, including information on royalties.
  
  6. Source of Reserve Estimates - The source of the reserve estimates and whether the reserve estimates have been prepared by the issuer or by independent engineers or other qualified independent persons and any other information relating to reserve estimates required to be disclosed in a prospectus by any successor instrument to National Policy Statement No. 2-B.
  
  7. Reconciliation of Reserves - A reconciliation of the reserve volumes by categories and types that conform to the classifications, definitions and disclosure requirements of National Policy Statement No. 2-B or any successor instrument, as at the financial year end immediately preceding the most recently completed financial year to the reserve volume information furnished under paragraph 5, with the effects of production, acquisitions, dispositions, discoveries and revision of estimates shown separately, if material.
  
  8. History - For each quarter of the most recently completed financial year of the issuer, with comparative data for the same periods in the preceding financial year,
  1. the average daily production volume, before deduction of royalties, of
    1. conventional crude oil,
    2. natural gas liquids, and
    3. natural gas;
  2. the following on a per barrel basis for conventional crude oil and natural gas liquids and on a per thousand cubic feet basis for natural gas
    1. the average net product prices received,
    2. royalties,
    3. operating expenses, specifying the particular items included, and
    4. netback received;
  3. the average net product price received for the following, if the issuer’s production of the following is material to the issuer’s overall production,
    1. light and medium conventional crude oil,
    2. heavy conventional crude oil, and
    3. synthetic crude oil; and
  4. the dollar amounts expended ON
    1. property acquisition,
    2. exploration, including drilling, and
    3. development, including facilities.
  9. Future Commitments - A description of the issuer’s future material commitments to buy, sell, exchange or transport oil or gas, stating for each commitment separately
  1. the aggregate price;
  2. the price per unit;
  3. the volume to be purchased, sold, exchanged or transported; and
  4. the term of the commitment.
  10. Exploration and Development - A description of the issuer’s current and contemplated exploration or development activities, to the extent they are material
  
  Instruction The information required under this item shall be derived from or supported by information obtained from a report prepared and filed with the Commission under National Policy No. 2-B or any successor instrument.
Item 7: Use of Proceeds
1. Proceeds - State the estimated net proceeds received, in the case of a special warrant offering, or to be received by the issuer or selling security holder or, in the case of a non-fixed price distribution or a distribution to be made on a best efforts basis, the minimum amount, if any, of net proceeds to be received by the issuer or selling security holder from the sale of the securities distributed and state the particulars of any provisions or arrangements made for holding any part of the net proceeds of the distribution in trust or escrow subject to the fulfilment of conditions.
2. Funds Available - For junior issuers, disclose the total funds available and the following breakdown of those funds:
  1. the net proceeds from the sale of the securities offered under the prospectus;
  2. the estimated consolidated working capital (deficiency) as at the most recent month end prior to filing the prospectus; and
  3. the total other funds available to be used in connection with the use of proceeds as set out in Item 7.1 to achieve the principal purposes in Item 7.3.
3. Principal Purposes - Describe in reasonable detail and, if appropriate, using tabular form, each of the principal purposes, with approximate amounts, for which the net proceeds will be used by the issuer, or for which the funds available as required under Item 7.2 will be used by a junior issuer. If the closing of the distribution is subject to a minimum subscription, provide disclosure of the use of proceeds for the minimum and maximum subscriptions.
4. Escrowed Proceeds - If applicable, disclose that unallocated funds will be placed in a trust or escrow account, invested or added to the working capital of the company and give details of the arrangements made for, and the persons or companies responsible for, the supervision of the trust or escrow account or the investment of unallocated funds and the investment policy to be followed.
5. Other Sources of Funding - If any material amounts of other funds are to be used in conjunction with the proceeds, state the amounts and sources of the other funds.
6. Acquisition - If more than 10 per cent of the net proceeds are to be used to acquire assets, describe the assets. If known, disclose the particulars of the purchase price being paid for or being allocated to the assets or categories of assets, including intangible assets. If the vendor of the assets is an insider, associate or affiliate of the issuer, give the name of the vendor and the method used in determining the purchase price. Describe the nature of the title to or interest in the assets to be acquired by the issuer. If any part of the consideration for the acquisition of the assets consists of securities of the issuer, give brief particulars of the class, number or amount, voting rights, if any, and other appropriate information relating to the securities, including particulars of any issuance of any securities of the same class within the two preceding years.
7. Retirement or Repayment of Debt - If more than 10 per cent of the net proceeds will be used to reduce or retire indebtedness and the indebtedness was incurred within the two preceding years, describe the principal purposes for which the proceeds of the indebtedness were used and, if the creditor is an insider associate or affiliate of the issuer, identify the creditor and the nature of the relationship to the issuer and the outstanding amount owed.
8. Special Warrant Financing - If the prospectus is used to qualify the distribution of securities issued upon the exercise of special warrants or the exercise of other securities acquired on a prospectus-exempt basis, describe the principal purposes for which the proceeds of the prospectus-exempt financing were used or are to be used. If all or a portion of the funds have been spent, explain how the funds were spent.
  
  Instructions
  1. For the purposes of the disclosure in Item 7.3 the phrase “for general corporate purposes” will generally not be sufficient.
  2. The issuer may choose to include a statement similar to the following as a lead-in:
    
    “The issuer intends to spend the funds available to it as stated in this prospectus. There may be circumstances, however, where, for sound business reasons, a reallocation of funds may be necessary.”
Item 8: Selected Consolidated Financial Information and Management’s Discussion and Analysis
1. Annual Information - Provide the following financial data for the issuer in summary form for each of the last three completed financial years and any period subsequent to the most recent financial year end for which financial statements are included in the prospectus accompanied by a discussion of the factors affecting the comparability of the data, including discontinued operations, changes in accounting policies, significant acquisitions or significant dispositions and major changes in the direction of the issuer’s business:
  1. Net sales or total revenues.
  2. Income from continuing operations, in total and on a per share basis and fully diluted per share basis, calculated in accordance with the Handbook.
  3. Net income or loss, in total and on a per share and fully diluted per share basis, calculated in accordance with the Handbook.
  4. Total assets.
  5. Total long-term financial liabilities as defined in the Handbook.
  6. Cash dividends declared per share for each class of share.
  7. Such other information as the issuer believes would enhance an understanding of and would highlight other trends in financial condition and results of operations.
  Instructions
  1. The issuer is not required to update the information provided under Item 8.1 if more recent financial information has been included in the prospectus under section 4.7(2) of the Rule since the corresponding financial statements are not required to be included in the prospectus.
2. Quarterly Information
  1. For each of the eight most recently completed quarters ending at the end of the most recently completed financial year, provide the information required in paragraphs 1, 2 and 3 of Item 8.1.
  2. For an issuer that has not been a reporting issuer for the eight most recently completed quarters ending at the end of the most recently completed financial year, provide the information required in paragraphs 1, 2 and 3 of Item 8.1 for the period that the issuer was not a reporting issuer only if the issuer has prepared quarterly financial statements for that period.
  3. If the issuer is only required to file six month interim financial statements, the information required under paragraph may instead be provided for each of the four most recently completed six month periods ended at the end of the most recently completed financial year for which financial statements are included in the prospectus.
3. Dividends
  1. Describe any restriction that could prevent the issuer from paying dividends.
  2. Disclose the issuer’s dividend policy and if a decision has been made to change the dividend policy, disclose the intended change in dividend policy.
4. Foreign Gaap - An issuer may present the selected consolidated financial information required in this Item 8 on the basis of foreign Gaap if
  1. the issuer’s primary financial statements have been prepared using foreign Gaap; and
  2. the issuer provides a cross reference to the notes to the financial statements containing the reconciliation of the financial statements to Canadian Gaap.
  Instructions
  1. If financial information that is included in the summary is derived from financial statements included in the prospectus, but the financial information is neither directly presented in, nor readily determinable from, the financial statements, include a reconciliation to the financial statements in notes.
  2. If financial information that is included in the prospectus is derived from financial statements that are not included in the prospectus, indicate in the lead-in to the summary the source from which the information is extracted, the percentage interest that the issuer has in the person or company, the Gaap principles used, the name of the auditors, the date of the report, and the nature of the opinion expressed.
  3. The derivation of ratios included in the prospectus in notes should be disclosed in notes to the prospectus.
  4. Information included in the prospectus should be presented in a manner that is consistent with the intent of Canadian accounting recommendations and practices (e.g., cash flow data should not be interspersed with amounts from an income statement in a manner which suggests that cash flow data has been or should be presented in an income statement, and cash flow data should not be presented in a manner that appears to give it prominence equal to or greater than earnings data).
5. Management’s Discussion and Analysis
  1. Provide Md&A for the annual financial statements of the issuer included in the prospectus prepared in accordance with the requirements of Form 44-101F2.
  2. If the issuer is incorporated, organized or continued under the laws of Canada or a jurisdiction and has based the discussion in the Md&A on financial statements prepared in accordance with foreign Gaap, provide a restatement of those parts of the Md&A that would read differently if they were based on financial statements of the issuer prepared in accordance with Canadian Gaap. (3) If an issuer has securities registered under the 1934 Act, the issuer may satisfy the requirement in paragraph (1) by including disclosure that is required under the item requirements applicable to it under the 1934 Act for management’s discussion and analysis.
  3. If an issuer’s primary financial statements have been prepared using foreign Gaap and the issuer is required under securities legislation to have reconciled its financial statements to Canadian Gaap at the time of filing its financial statements, or has otherwise done so at that time, then provide a cross-reference in the Md&A to the notes to the financial statements containing the reconciliation.
  4. Include an interim Md&A for the interim financial statements of the issuer included in the prospectus, prepared in accordance Rule 51-501 Aif and Md&A, once it comes into force.
  Instructions
  1. The two-year comparisons required may be presented as a single three-year comparison.
  2. If the issuer is required to include more recent financial information in the prospectus under section 4.7(2), 6.7(2) or 7.3(2) of the Rule, the issuer is not required to update the Md&A already included in the prospectus. However, the prospectus should include the content of the news release or public communication.
Item 9: Earnings Coverage Ratios
1. Earnings Coverage Ratios
  1. If the securities being distributed are debt securities having a term to maturity in excess of one year or are preferred shares, disclose the following earnings coverage ratios adjusted in accordance with paragraph (2):
    1. The earnings coverage ratio based on the 12 month period ended on the last day of the most recently completed period for which audited annual financial statements of the issuer are included in the prospectus.
    2. The earnings coverage ratio based on the 12 month period ended on the last day of the most recently completed period for which interim financial statements of the issuer are included in the prospectus if the period is subsequent to the last day of the most recently completed period for which audited annual financial statements of the issuer are required to be included in the prospectus.
  2. Adjust the ratios referred to in paragraph (1) to reflect
    1. the issuance of the securities being distributed under the prospectus, based on the price at which the securities are expected to be distributed;
    2. in the case of a distribution of preferred shares,
      1. all preferred shares issued since the date of the annual or interim financial statements, and
      2. all preferred shares repurchased, redeemed or otherwise retired since the date of the annual or interim financial statements and all preferred shares to be repurchased, redeemed or otherwise retired from the proceeds to be realized from the sale of securities under the prospectus;
    3. the issuance of all long-term financial liabilities, as defined in the Handbook;
    4. the repayment, redemption or other retirement of all long-term financial liabilities as defined in the Handbook, since the date of the annual or interim financial statements and all long-term financial liabilities to be repaid or redeemed from the proceeds to be realized from the sale of securities distributed under the prospectus; and
    5. the servicing costs that were incurred, or are expected to be incurred, in relation to the adjustments.
  3. If the issuer is distributing, or has outstanding, debt securities that are accounted for, in whole or in part, as equity under Canadian Gaap, disclose in notes to the ratios required under paragraph (1)
    1. that the ratios have been calculated excluding the carrying charges for those securities that have been reflected in equity in the calculation of the issuer’s interest and dividend obligations;
    2. that if those securities had been accounted for in their entirety as debt for the purpose of calculating the ratios required under paragraph (1), the entire amount of the annual carrying charges for those securities would have been reflected in the calculation of the issuer’s interest and dividend obligations; and
    3. the earnings coverage ratios for the periods referred to in paragraph (1), re-calculated as though those securities had been accounted for as debt.
  Instructions
  1. Cash flow coverage may be disclosed but only as a supplement to earnings coverage and only if the method of calculation is fully disclosed. Earnings coverage is calculated by dividing an entity’s earnings (the numerator) by its interest and dividend obligations (the denominator).
  2. For the earnings coverage calculation,
    1. the numerator should be calculated using consolidated net income before interest and income taxes;
    2. imputed interest income from the proceeds of a distribution should not be added to the numerator;
    3. an issuer may also present, as supplementary disclosure, a coverage calculation based on earnings before discontinued operations and extraordinary items;
    4. for distributions of debt securities, the appropriate denominator is interest expense determined in accordance with generally accepted accounting principles, after giving effect to the new debt issue and any retirement of obligations plus the amount of interest that has been capitalized during the period;
    5. for distributions of preferred shares,
      1. the appropriate denominator is dividends declared during the period together with undeclared dividends on cumulative preferred shares after giving effect to the new preferred share issue, plus the issuer’s annual interest requirements, including the amount of interest that has been capitalized during the period, less any retirement obligations,
      2. the coverage calculation should gross up dividends to a before-tax equivalent (the “prior deduction method”) using the issuer’s effective income tax rate (this is the rate that is reconciled to the basic income tax rate in the issuer’s financial statement notes), and
      3. the combined interest and dividend method (the “combined method”), and not the prior deduction method, should be used to calculate earnings coverage; and
    6. for distributions of both debt securities and preferred shares, the appropriate denominator is the same as for a preferred share issue, except that the denominator should also reflect the effect of the debt being offered pursuant to the prospectus.
  3. The prior deduction method referred to in Instruction 2(e)(ii) reflects the net coverage for preferred dividends after meeting interest obligations and results in a higher ratio than the combined method. As investors may falsely interpret the higher ratio as indicating less risk, without appreciating the fact that debt holders rank prior to preferred shareholders, the combined method should be used, although disclosure of a supplementary coverage ratio calculated using the prior deduction method is permitted.
  4. The denominator represents a pro forma calculation of the aggregate of an issuer’s interest obligations on all long-term debt and dividend obligations (including both dividends declared and undeclared dividends on cumulative preferred shares) with respect to all outstanding preferred shares, as adjusted to reflect
    1. the issuance of all long-term debt and, in addition in the case of an issuance of preferred shares, all preferred shares issued, since the date of the annual or interim financial statements;
    2. the issuance of the securities that are to be distributed under the prospectus, based on a reasonable estimate of the price at which these securities will be distributed;
    3. the repayment or redemption of all long-term debt since the date of the annual or interim financial statements, all long-term debt to be repaid or redeemed from the proceeds to be realized from the sale of securities under the prospectus and, in addition, in the case of an issuance of preferred shares, all preferred shares repaid or redeemed since the date of the annual or interim financial statements and all preferred shares to be repaid or redeemed from the proceeds to be realized from the sale of securities under the prospectus; and
    4. the servicing costs that were incurred, or will be incurred, in relation to the above adjustments.
  5. If meaningful in the circumstances, the earnings coverage ratio must be calculated and disclosed based on a pro forma income statement that is included in a prospectus.
  6. For debt securities, disclosure of earnings coverage shall include language similar to the following:
    
    “The Company’s interest requirements, after giving effect to the issue of [the debt securities], amounted to $• for the 12 months ended •. The Company’s earnings before interest and income tax for the 12 months then ended was $•, which is • times the Company’s interest requirements for this period.”
  7. For preferred share issues, disclosure of earnings coverage shall include language similar to the following:
    
    “The Company’s dividend requirements on all of its preferred shares, after giving effect to the issue of [the preferred shares to be distributed under the prospectus], and adjusted to a before-tax equivalent using an effective income tax rate of •%, amounted to $• for the 12 months ended •. The Company’s interest requirements for the 12 months then ended amounted to $•. The Company’s earnings before interest and income tax for the 12 months ended • was $•, which is • times the Company’s aggregate dividend and interest requirements for this period.”
  8. If the issuer is a wholly-owned subsidiary of a credit supporter, has no operations or only minimal operations, that are independent of the credit supporter and is an entity that functions essentially as a special purpose vehicle, disclose the earnings coverage of the credit supporter. If this disclosure is included, the earnings coverage of the issuer may not be material and, if not material, may be omitted. If the issuer is a wholly-owned subsidiary of the credit supporter but has more than minimal operations that are independent of the credit supporter, or if the issuer is not a wholly-owned subsidiary of the credit supporter, the earnings coverage of both the credit supporter and the issuer shall be disclosed.
  9. If the earnings coverage is less than one-to-one, disclose this fact in bold-face on the cover page of the prospectus. While the actual coverage ratio should not be disclosed in these circumstances, the dollar amount of the coverage deficiency (i.e., the dollar amount of earnings required to attain a ratio of one-to-one) should be disclosed in the body of the prospectus.
  10. Other earnings coverage calculations may be included as supplementary disclosure to the required earnings coverage calculations outlined above as long as their derivation is disclosed and they are not given greater prominence that the required earnings coverage calculations.
Item 10: Description of the Securities Distributed
1. Shares - If shares are being distributed, state the description or the designation of the class of shares distributed and describe all material attributes and characteristics, including,
  1. dividend rights;
  2. voting rights;
  3. rights upon dissolution or winding-up;
  4. pre-emptive rights;
  5. conversion or exchange rights;
  6. redemption, retraction, purchase for cancellation or surrender provisions;
  7. sinking or purchase fund provisions;
  8. provisions permitting or restricting the issuance of additional securities and any other material restrictions; and
  9. provisions requiring a shareholder to contribute additional capital.
2. Debt Securities - If debt securities are being distributed, describe all material attributes and characteristics of the indebtedness and the security, if any, for the debt, including
  1. provisions for interest rate, maturity and premium, if any;
  2. conversion or exchange rights;
  3. redemption, retraction, purchase for cancellation or surrender provisions;
  4. sinking or purchase fund provisions;
  5. the nature and priority of any security for the debt securities, briefly identifying the principal properties subject to lien or charge;
  6. provisions permitting or restricting the issuance of additional securities, the incurring of additional indebtedness and other material negative covenants, including restrictions against payment of dividends and restrictions against giving security on the assets of the issuer or its subsidiaries, and provisions as to the release or substitution of assets securing the debt securities;
  7. the name of the trustee under any indenture relating to the debt securities and the nature of any material relationship between the trustee or any of its affiliates and the issuer or any of its affiliates; and
  8. any financial arrangements between the issuer and any of its affiliates or among its affiliates that could affect the security for the indebtedness.
3. Asset-Backed Securities - If asset-backed securities are being distributed, describe
  
  including a discussion and analysis of
  1. the material attributes and characteristics of the asset-backed securities, including
    1. the rate of interest or stipulated yield and any premium,
    2. the date for repayment of principal or return of capital and any circumstances in which payments of principal or return of capital may be made before such date, including any redemption or pre-payment obligations or privileges of the issuer and any events that may trigger early liquidation or amortization of the underlying pool of financial assets,
    3. provisions for the accumulation of cash flows to provide for the repayment of principal or return of capital,
    4. provisions permitting or restricting the issuance of additional securities and any other material negative covenants applicable to the issuer,
    5. the nature, order and priority of the entitlements of holders of asset-backed securities and any other entitled persons or companies to receive cash flows generated from the underlying pool of financial assets, and
    6. any events, covenants, standards or preconditions that may reasonably be expected to impact on the timing or amount of payments or distributions to be made under the assetbacked securities, including those that are dependent or based on the economic performance of the underlying pool of financial assets;
  2. information on the underlying pool of financial assets for
    1. the last three completed financial years of the issuer ended more than 90 days before the date of the prospectus, or if the issuer has not completed three financial years, each completed financial year ended more than 90 days before the date of the prospectus; and
    2. the most recently completed interim period that ended more than 60 days before the date of the prospectus and the comparable period in the immediately preceding financial year; or
    3. if the issuer has not had asset-backed securities outstanding for at least one financial year, the lesser period commencing on the first date on which the issuer had asset-backed securities outstanding and ending on a date not more than 90 days before the date of the issuance the preliminary prospectus,
    4. the composition of the pool as of the end of the period,
    5. income and losses from the pool for the financial years presented on at least an annual basis or such shorter period as is reasonable given the nature of the underlying pool of assets,
    6. the payment, prepayment and collection experience of the pool for the period on at least an annual basis or such shorter period as is reasonable given the nature of the underlying pool of assets,
    7. servicing and other administrative fees, and
    8. any significant variances experienced in the matters referred to in clauses 1, 2, 3, or 4;
  3. the type or types of the financial assets, the manner in which the financial assets originated or will originate and, if applicable, the mechanism and terms of the agreement governing the transfer of the financial assets comprising the underlying pool to or through the issuer, including the consideration paid for the financial assets;
  4. any person or company who
    1. originated, sold or deposited a material portion of the financial assets comprising the pool, or has agreed to do so,
    2. acts, or has agreed to act, as a trustee, custodian, bailee or agent of the issuer or any holder of the asset-backed securities, or in a similar capacity,
    3. administers or services a material portion of the financial assets comprising the pool or provides administrative or managerial services to the issuer, or has agreed to do so, on a conditional basis or otherwise, if
      1. finding a replacement provider of the services at a cost comparable to the cost of the current provider is not reasonably likely,
      2. a replacement provider of the services is likely to achieve materially worse results than the current provider
      3. the current provider of the services is likely to default in its service obligations because of its current financial condition, or
      4. the disclosure is otherwise material,
    4. provides a guarantee, alternative credit support or other credit enhancement to support the obligations of the issuer under the asset-backed securities or the performance of some or all of the financial assets in the pool, or has agreed to do so, or
    5. lends to the issuer in order to facilitate the timely payment or repayment of amounts payable under the asset-backed securities, or has agreed to do so;
  5. the general business activities and material responsibilities under the asset-backed securities of a person or company referred to in paragraph (d);
  6. the terms of any material relationships between
    1. any of the persons or companies referred to in paragraph (d) or any of their respective affiliates, and
    2. the issuer;
  7. any provisions relating to termination of services or responsibilities of any of the persons or companies referred to in paragraph (d) and the terms on which a replacement may be appointed; and
  8. any risk factors associated with the asset-backed securities, including disclosure of material risks associated with changes in interest rates or prepayment levels, and any circumstances where payments on the asset-backed securities could be impaired or disrupted as a result of any reasonably foreseeable event that may delay, divert or disrupt the cash flows dedicated to service the asset backed securities.
  Instructions
  1. The term “asset-backed security” is defined in the Instructions to Item 6.2.
  2. Issuers are required to summarize contractual arrangements in plain language and not merely restate the text of the contracts to which reference is made. The use of diagrams to illustrate the roles of, and the relationship among, the persons or companies referred to in paragraph (d), and the contractual arrangements underlying the asset-backed securities, is encouraged.
  3. Present the information required under paragraph (b) in a manner that will enable a reader to easily determine if, and the extent to which the events, covenants, standards and precondition referred to in clause (a)(vi) have occurred, are being satisfied or may be satisfied.
  4. If the information required under paragraph (b) is not compiled specifically on the underlying pool of financial assets, but is compiled from a larger pool of the same assets from which the securitized assets are randomly selected such that the performance of the pool is representative of the performance of the securitized assets, then an issuer may comply with paragraph (b) by providing the information required based on the larger pool and disclosing that it has done so.
4. Derivatives - If derivatives are being distributed, describe fully the material attributes and characteristics of the derivatives, including
  1. the calculation of the value or payment obligations under the derivatives;
  2. the exercise of the derivatives;
  3. the settlement of exercises of the derivatives;
  4. the underlying interest of the derivatives;
  5. the role of a calculation expert in connection with the derivatives;
  6. the role of any credit supporter of the derivatives; and
  7. the risk factors associated with the derivatives.
5. Other Securities - If securities other than shares, debt securities, asset-backed securities or derivatives are being distributed, describe fully the material attributes and characteristics of those securities.
6. Modification of Terms - Describe provisions as to modification, amendment or variation of any rights attached to the securities being distributed. If the rights of holders of securities may be modified otherwise than in accordance with the provisions attached to the securities or the provisions of the governing statute relating to the securities, explain briefly.
7. Constraints
  1. If there are constraints imposed on the ownership of securities of the issuer to ensure that the issuer has a required level of Canadian ownership, describe the mechanism, if any, by which the level of Canadian ownership of the securities of the issuer will be monitored and maintained.
  2. If the shares are restricted shares for purposes of Rule 56- 501 Restricted Shares, comply with the applicable disclosure requirements of that rule.
8. Ratings - If one or more ratings, including provisional ratings, have been received from one or more approved rating organizations for the securities being distributed and the rating or ratings continue in effect, disclose
  1. each security rating, including a provisional rating, received from an approved rating organization;
  2. the name of each approved rating organization that has assigned a rating for the securities to be distributed;
  3. a definition or description of the category in which each approved rating organization rated the securities to be distributed and the relative rank of each rating within the organization’s overall classification system;
  4. an explanation of what the rating addresses and what attributes, if any, of the securities to be distributed are not addressed by the rating;
  5. any factors or considerations identified by the approved rating organization as giving rise to unusual risks associated with the securities to be distributed;
  6. a statement that a security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating organization; and
  7. any announcement made by an approved rating organization that the organization is reviewing or intends to revise or withdraw a rating previously assigned and required to be disclosed under this paragraph.
9. Other Attributes
  1. If the rights attaching to the securities being distributed are materially limited or qualified by the rights of any other class of securities, or if any other class of securities ranks ahead of or equally with the securities being distributed, include information about the other securities that will enable investors to understand the rights attaching to the securities being distributed.
  2. If securities of the class being distributed may be partially redeemed or repurchased, state the manner of selecting the securities to be redeemed or repurchased.
  Instructions
  1. This Item requires only a brief summary of the provisions that are material from an investment standpoint. The provisions attaching to the securities being distributed or any other class of securities do not need to be set out in full. They may, in the issuer’s discretion, be attached as a schedule to the prospectus.
  2. No information need be given as to any class of securities that is to be redeemed or otherwise retired if appropriate steps to assure redemption or retirement have been or will be taken before or contemporaneously with the delivery of the securities being distributed.
Item 11: Consolidated Capitalization
1. Consolidated Capitalization - Describe any material change in, and the effect of the material change on, the share and loan capital of the issuer, on a consolidated basis, since the date of the comparative financial statements for the issuer’s most recently completed financial year contained in the prospectus.
Item 12: Options to Purchase Securities
1. Options to Purchase Securities - State, in tabular form, as at a specified date not more than 30 days before the date of the prospectus or pro forma prospectus, as applicable, information as to options to purchase securities of the issuer or a subsidiary of the issuer that are held or will be held upon completion of the distribution by
  1. all executive officers and past executives officers of the issuer as a group and all directors and past directors of the issuer who are not also executive officers as a group, indicating the aggregate number of executive officers and the aggregate number of directors to whom the information applies, without naming them;
  2. all executive officers and past executive officers of all subsidiaries of the issuer as a group and all directors and past directors of those subsidiaries who are not also executive officers of the subsidiary as a group, in each case, without naming them and excluding individuals referred to in paragraph (a), indicating the aggregate number of executive officers and the aggregate number of directors to whom the information applies;
  3. all other employees and past employees of the issuer as a group, without naming them;
  4. all other employees and past employees of subsidiaries of the issuer as a group, without naming them;
  5. all consultants of the issuer as a group, without naming them; and
  6. any other person or company, including the underwriter, naming each person or company.
  Instruction
  1. Describe the options, stating the material provisions of each class or type of option, including:
    1. the designation and number of the securities under option;
    2. the purchase price of the securities under option or the formula by which the purchase price will be determined, and the expiration dates of the options;
    3. if reasonably ascertainable, the market value of the securities under option on the date of grant;
    4. if reasonably ascertainable, the market value of the securities under option on the specified date; and
    5. with respect to options referred to in paragraph (f) of Item 12.1, the particulars of the grant including the consideration for the grant.
  2. For the purposes of item (f) of Item 12.1, provide the information required for all options except warrants and special warrants.
Item 13: Prior Sales
1. Prior Sales - State the prices at which securities of the same class as the securities distributed under the prospectus have been sold within the 12 months before the date of the prospectus or pro forma prospectus, as applicable, or are to be sold, by the issuer or selling security holder and the number of securities of the class sold or to be sold at each price.
2. Stock Exchange Price
  1. If shares of the same class as the shares to be distributed under the prospectus are listed on a Canadian stock exchange or traded on a Canadian market, provide the price ranges and volume traded on the Canadian stock exchange or market on which the greatest volume of trading generally occurs.
  2. If shares of the same class as the shares to be distributed under the prospectus are not listed on a Canadian stock exchange or traded on a Canadian market, provide the price ranges and volume traded on the foreign stock exchange or market on which the greatest volume of trading generally occurs.
  3. Information is to be provided on a monthly basis for each month or, if applicable, part month, of the current quarter and the immediately preceding quarter and on a quarterly basis for the next preceding seven quarters.
  Instruction In the case of sales by a selling security holder, the information required under Item 13.1 may be given in the form of price ranges for each calendar month.
Item 14: Escrowed Securities
1. Escrowed Securities
  1. State as of a specified date within 30 days before the date of the prospectus or pro forma prospectus, as applicable, in substantially the following tabular form, the number of securities of each class of securities of the issuer held, to the knowledge of the issuer, in escrow and the percentage that number represents of the outstanding securities of that class
  1. In a note to the table disclose the name of the depository, if any, and the date of and conditions governing the release of the securities from escrow.
  Instruction For purposes of this item, escrow includes securities subject to a pooling agreement.
Item 15: Principal Shareholders and Selling Security holders
1. Principal Shareholders and Selling Security holders
  1. Provide the following information for each principal shareholder of the issuer and, if any securities are being distributed for the account of a security holder, for each selling security holder, as of a specified date not more than 30 days before the date of the prospectus or pro forma prospectus, as applicable:
    1. The name.
    2. The number or amount of securities owned of the class being distributed.
    3. The number or amount of securities of the class being distributed for the account of the security holder.
    4. The number or amount of securities of the issuer of any class to be owned after the distribution.
    5. Whether the securities referred to in paragraphs 3 or 4 are owned both of record and beneficially, of record only, or beneficially only.
    6. The percentages of each class of securities known by the issuer to be owned before and after the distribution.
  2. If securities are being distributed in connection with an acquisition, amalgamation, merger, reorganization or arrangement, indicate, to the extent known, the holdings of each person or company described in paragraph (1) that will exist after giving effect to the transaction.
  3. If any of the securities being distributed are being distributed for the account of a security holder and those securities were purchased by the selling security holder within the two years preceding the date of the prospectus or pro forma prospectus, as applicable, state the date the selling security holder acquired the securities and, if the securities were acquired in the 12 months preceding the date of the prospectus or pro forma prospectus, as applicable, the cost to the security holder in the aggregate and on an average cost per security basis.
  4. If, to the knowledge of the issuer or the underwriter of the securities being distributed, more than 10 per cent of any class of voting securities of the issuer is held, or is to be held, subject to any voting trust or other similar agreement, disclose, to the extent known, the designation of the securities, the number or amount of the securities held or to be held subject to the agreement and the duration of the agreement. State the names and addresses of the voting trustees and outline briefly their voting rights and other powers under the agreement.
  5. If, to the knowledge of the issuer or the underwriter of the securities being distributed, any principal shareholder or selling security holder is an associate or affiliate of another person or company named as a principal shareholder, disclose, to the extent known, the material facts of the relationship, including any basis for influence over the issuer held by the person or company other than the holding of voting securities of the issuer.
  6. In addition to the above, include in a footnote to the table, the required calculation(s) on a fully-diluted basis.
  Instruction If a company, partnership, trust or other unincorporated entity is a principal shareholder of an issuer, disclose, to the extent known, the name of each individual who, through ownership of or control or direction over the securities of the company or membership in the partnership, as the case may be, is a principal shareholder of the company or partnership.
Item 16: Directors and Officers
1. Name, Address, Occupation and Security Holding
  1. List the name and municipality of residence of each director and executive officer of the issuer and indicate their respective positions and offices held with the issuer and their respective principal occupations within the five preceding years.
  2. State the period or periods during which each director has served as a director and when his or her term of office will expire.
  3. State the number and percentage of securities of each class of voting securities of the issuer or any of its subsidiaries beneficially owned, directly or indirectly, or over which control or direction is exercised by all directors and executive officers of the issuer as a group.
  4. Disclose the board committees of the issuer and identify the members of each committee.
  5. If the principal occupation of a director or officer of the issuer is acting as an officer of a person or company other than the issuer, disclose the fact and state the principal business of the person or company.
  Instructions
  1. If, during the period, a director or officer has held more than one position with the issuer or the issuer’s controlling shareholder or a subsidiary of the issuer, state only the current position held.
  2. Securities of subsidiaries that are beneficially owned, directly or indirectly, or over which control or direction is exercised by directors or executive officers through ownership or control or direction over securities of the issuer do not need to be included.
2. Corporate Cease Trade Orders or Bankruptcies - If a director or officer of the issuer or a shareholder holding a sufficient number of securities of the issuer to affect materially the control of the issuer, is, or within 10 years before the date of the prospectus or pro forma prospectus, as applicable, has been, a director or officer of any other issuer that, while that person was acting in that capacity,
  1. was the subject of a cease trade or similar order, or an order that denied the other issuer access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, state the fact and describe the basis on which the order was made and whether the order is still in effect; or
  2. became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact.
3. Penalties or Sanctions
  1. Describe the penalties or sanctions imposed and the grounds on which they were imposed or the terms of the settlement agreement and the circumstances that gave rise to the settlement agreement, if a director or officer of the issuer, or a shareholder holding sufficient securities of the issuer to affect materially the control of the issuer, has
    1. been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or
    2. been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.
  2. Despite paragraph (1), no disclosure is required of a settlement agreement entered into before the date Rule 41-501 came into force unless the disclosure would likely be considered important to a reasonable investor in making an investment decision.
4. Personal Bankruptcies - If a director or officer of the issuer, or a shareholder holding sufficient securities of the issuer to affect materially the control of the issuer, or a personal holding company of any such persons has, within the 10 years before the date of the prospectus or pro forma prospectus, as applicable, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or officer, state the fact.
5. Conflicts of Interest - Disclose particulars of existing or potential material conflicts of interest between the issuer or a subsidiary of the issuer and a director or officer of the issuer or a subsidiary of the issuer.
6. Management of Junior Issuers - In addition to the above, for an issuer which is a junior issuer provide the following information for each member of management:
  1. state the individual’s name, age, position and responsibilities with the issuer and relevant educational background,
  2. state whether the individual works full time for the issuer or what proportion of the individual’s time will be devoted to the issuer,
  3. state whether the individual is an employee or independent contractor of the issuer,
  4. state the individual’s principal occupations or employment during the five years prior to the date of the prospectus, disclosing with respect to each organization as of the time such occupation or employment was carried on:
    1. its name and principal business;
    2. if applicable, that the organization was an affiliate of the issuer;
    3. positions held by the individual; and
    4. whether it is still carrying on business, if known to the individual;
  5. describe the individual’s experience in the issuer’s industry; and
  6. state whether the individual has entered into a noncompetition or non-disclosure agreement with the issuer.
  Instructions
  1. For purposes of this Item “management” means all directors, officers, employees and contractors whose expertise is critical to the issuer, its subsidiaries and proposed subsidiaries in providing the issuer with a reasonable opportunity to achieve its stated business objectives.
  2. The description of the principal occupation of a member of management must be specific. The terms “businessman” or “entrepreneur” are not sufficiently specific.
Item 17: Executive Compensation
1. Disclosure - Include in the prospectus a Statement of Executive Compensation in Form 40 to the Regulation and describe any intention to make any material changes to that compensation.
2. Exception - Despite Item 17.1, the disclosure required under Items V, Viii, Ix and X of Form 40 may be omitted.
Item 18: Indebtedness of Directors and Executive Officers
1. Indebtedness of Directors and Executive Officers
  1. Disclose in substantially the following tabular form all indebtedness (other than routine indebtedness), and the other details prescribed in paragraph (2), for each individual who is, or at any time during the most recently completed financial year of the issuer was, a director or executive officer of the issuer, and each associate of such an individual,
    1. who is indebted to the issuer or a subsidiary of the issuer; or
    2. whose indebtedness to another entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or a subsidiary of the issuer
  1. Include the following in the table required under paragraph (1):
    1. The name of the borrower (column (a)).
    2. If the borrower is a director or executive officer, the principal position of the borrower; if the borrower was, during the year, but no longer is a director or executive officer, include a statement to that effect; if the borrower is included as an associate of a director or executive officer, describe briefly the relationship of the borrower to any individual who is or, during the year, was a director or executive officer, name that individual and provide the information that would be required under this subparagraph for that individual if he or she was the borrower (column (a)).
    3. Whether the issuer or a subsidiary of the issuer is the lender or the provider of a guarantee, support agreement, letter of credit or similar arrangement or understanding (column (b)).
    4. The largest aggregate amount of the indebtedness outstanding at any time during the last completed financial year (column (c)).
    5. The aggregate amount of the indebtedness outstanding as at a specified date not more than 30 days before the date of the prospectus or pro forma prospectus (column (d)).
    6. If the indebtedness was incurred to purchase securities of the issuer or of a subsidiary of the issuer, separately for each class of securities the aggregate number of securities purchased during the last completed financial year with the financial assistance (column (e)).
    7. The security, if any, provided to the issuer, a subsidiary of the issuer or the other entity for the indebtedness (column (f)).
  2. Disclose in the introduction to the table required under paragraph (1) the aggregate indebtedness of all officers, directors, employees, and former officers, directors and employees of the issuer or a subsidiary of the issuer outstanding as at a specified date not more than 30 days before the date of the prospectus or pro forma prospectus, as applicable, that is owed to
    1. the issuer or a subsidiary of the issuer; or
    2. another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries.
  3. Disclose in a footnote to, or a narrative accompanying, the table required under paragraph (1)
    1. the material terms of the indebtedness and, if applicable, of each guarantee, support agreement, letter of credit or other similar arrangement or understanding, including the term to maturity, rate of interest and any understanding, agreement or intention to limit recourse, and the nature of the transaction in which the indebtedness was incurred;
    2. any material adjustment or amendment made to the terms of the indebtedness and, if applicable, the guarantee, support agreement, letter of credit or similar arrangement or understanding; and
    3. the class of the securities purchased with financial assistance from the issuer or held as security for the indebtedness and, if the class of securities is not publicly traded, all material terms of the securities.
  Instructions
  1. For purposes of this item, the following interpretation applies to the term “routine indebtedness”:
    1. A loan, whether or not in the ordinary course of business, is considered as routine indebtedness if made on terms, including terms relating to interest rate and security, no more favourable to the borrower than the terms on which loans are made by the issuer to employees generally unless the amount at any time during the last completed financial year remaining unpaid under the loans to any one director or executive officer together with his or her associates exceeds $25,000, in which case the indebtedness is not routine.
    2. A loan made by an issuer to a director or executive officer, whether or not the issuer makes loans in the ordinary course of business, is routine indebtedness if
      1. the borrower is a full-time employee of the issuer or a subsidiary of the issuer;
      2. the loan is fully secured against the residence of the borrower; and
      3. the amount of the loan does not exceed the annual aggregate salary of the borrower from the issuer and its subsidiaries.
    3. If the issuer makes loans in the ordinary course of business, a loan to a person or company other than a full-time employee of the issuer or of a subsidiary of the issuer is routine indebtedness, if the loan
      1. is made on substantially the same terms, including terms relating to interest rate and security, as are available when a loan is made to other customers of the issuer with comparable credit ratings; and
      2. involves no greater than usual risks of collectibility.
    4. Indebtedness for purchases made on usual trade terms, for ordinary travel or expense advances or for loans or advances made for similar purposes is routine indebtedness if the repayment arrangements are in accordance with usual commercial practice.
  2. For purposes of this item, “support agreement” includes an agreement to provide assistance in the maintenance or servicing of any indebtedness and an agreement to provide compensation for the purpose of maintaining or servicing any indebtedness of the borrower.
  3. No disclosure need be made under this item of indebtedness that has been entirely repaid on or before the date of the prospectus.
Item 19: Plan of Distribution
1. Name of Underwriters - If the securities are being distributed by an underwriter, state the name of the underwriter and describe briefly the nature of the underwriter’s obligation to take up and pay for the securities. Give the date by which the underwriter is obligated to purchase the securities.
2. Disclosure of Market Out - If securities are distributed by an underwriter that has agreed to purchase all of the securities at a specified price and the underwriter’s obligations are subject to conditions, include a statement in substantially the following form, with the bracketed information completed and with modifications necessary to reflect the terms of the distribution:
  
  “Under an agreement dated [insert date of agreement] between [insert name of issuer or selling security holder] and [insert name(s) of underwriter(s)], as underwriter[s], [insert name of issuer or selling security shareholder] has agreed to sell and the underwriter[s] [has/have] agreed to purchase on [insert closing date] the securities at a price of [insert offering price], payable in cash to [insert name of issuer or selling security holder] against delivery. The obligations of the underwriter[s] under the agreement may be terminated at [its/their] discretion on the basis of [its/ their] assessment of the state of the financial markets and may also be terminated upon the occurrence of certain stated events. The underwriter[s] [is/are], however, obligated to take up and pay for all of the securities if any of the securities are purchased under the agreement.”
3. Best Efforts Offering - Outline briefly the plan of distribution of any securities being distributed other than on the basis described in Item 19.2.
4. Over-Allotments - If the issuer, a selling security holder or an underwriter knows or has reason to believe that there is an intention to over-allot or that the price of any security may be stabilized to facilitate the distribution of the securities, disclose
5. Minimum Distribution - If a minimum amount of funds is required under the issuer and the securities are to be distributed on a best efforts basis, state the minimum amount required to be raised and the maximum that could be raised. Also indicate that the distribution will not continue for a period of more than 90 days after the date of the receipt for the prospectus if subscriptions representing the minimum amount of funds are not obtained within that period, unless each of the persons or companies who subscribed within that period has consented to the continuation. State that during the 90 day period funds received from subscriptions will be held by a depository who is a registrant, bank or trust company and that if the minimum amount of funds is not raised the funds will be returned to the subscribers unless the subscribers have otherwise instructed the depository.
6. Approvals - If the purpose of the distribution is to fund in whole or in part a new business of the issuer and the issuer has not obtained all material licenses, registrations and approvals necessary for the operation of the business, include a statement that
  1. all funds received from subscribers will be held by a depository who is a registrant, bank or trust company for a period not longer than 90 days from the date of receipt; and
  2. if, at the end of the period, the material licences, registrations and approvals have not been obtained, the depository will return the funds to subscribers.
7. Reduced Price Distributions - If an underwriter wishes to be able to decrease the price at which securities are distributed for cash from the initial public offering price disclosed in the prospectus and thereafter change, from time to time, the price at which securities are distributed under the prospectus in accordance with the procedures permitted by Rule 41-501, disclose that, after the underwriter has made a reasonable effort to sell all of the securities at the initial offering price fixed in the prospectus, the offering price may be decreased, and further changed from time to time, to an amount not greater than the initial offering price disclosed in the prospectus and that the compensation realized by the underwriter will be decreased by the amount that the aggregate price paid by purchasers for the securities is less than the gross proceeds paid by the underwriter to the issuer or selling security holder.
8. Listing Application - If application has been made to list or quote the securities being distributed on a stock exchange or other market and if securities of the issuer of the same class as the securities being distributed or any other class are currently listed or quoted on a stock exchange or other market, include a statement, in substantially the following form, with bracketed information completed:
  
  “The issuer has applied to [list/quote] the securities distributed under this prospectus on [name of exchange of other market]. [Listing/Quotation] will be subject to the issuer fulfilling all the listing requirements of [name of exchange or other market].”
9. Conditional Listing Approval - If application has been made to list or quote the securities being distributed on a stock exchange or other market and conditional listing approval has been received, include a statement, in substantially the following form, with the bracketed information completed:
  
  “[name of exchange or other market] has conditionally approved the [listing/quotation] of these securities. [Listing/Quotation] is subject to the [name of issuer] fulfilling all of the requirements of the [name of exchange or market] on or before [date], [including distribution of these securities to a minimum number of public security holders.]”
10. Determination of Price - Disclose the method by which the distribution price has been or will be determined and, if esti his information. mates have been provided, explain the process of determining the estimates.
11. Special Warrants acquired by Underwriters - Disclose the number and dollar value of any special warrants acquired by the underwriters or agents and the percentage of the distribution represented by those special warrants
Item 20: Risk Factors
1. Risk Factors
  1. Describe the risk factors material to the issuer that a reasonable investor would consider relevant to an investment in the securities being distributed, such as cash flow and liquidity problems, if any, experience of management, the general risks inherent in the business carried on by the issuer, environmental and health risks, reliance on key personnel, the arbitrary establishment of the offering price, regulatory constraints, economic or political conditions and financial history and any other matter that in the opinion of the issuer or selling security holder would be most likely to influence the investor’s decision to purchase the securities. Risks should be disclosed in the order of their seriousness in the opinion of the issuer or selling security holder.
  2. If there is a risk that purchasers of the securities distributed may become liable to make an additional contribution beyond the price of the security, disclose the risk.
Item 21: Promoters
1. Promoters
  1. For a person or company that is, or has been within the two years immediately preceding the date of the prospectus or pro forma prospectus, a promoter of the issuer or of a subsidiary of the issuer state
    1. the person or company’s name;
    2. the number and percentage of each class of voting securities and equity securities of the issuer or any of its subsidiaries beneficially owned, directly or indirectly, or over which control is exercised;
    3. the nature and amount of anything of value, including money, property, contracts, options or rights of any kind received or to be received by the promoter directly or indirectly from the issuer or from a subsidiary of the issuer, and the nature and amount of any assets, services or other consideration therefor received or to be received by the issuer or a subsidiary of the issuer; and
    4. for an asset acquired within the two years before the date of the preliminary prospectus or pro forma prospectus or thereafter, or to be acquired, by the issuer or by a subsidiary of the issuer from a promoter
      1. the consideration paid or to be paid for the asset and the method by which the consideration has been or will be determined,
      2. the person or company making the determination referred to in subparagraph (i) and the person or company’s relationship with the issuer, the promoter, or an associate or affiliate of the issuer or of the promoter, and
      3. the date that the asset was acquired by the promoter and the cost of the asset to the promoter.
    5. If a promoter or past promoter referred to in paragraph (1) has been a director, officer or promoter of any person or company during the 10 years ending on the date of the preliminary prospectus or pro forma prospectus, as applicable, that
      1. was the subject of a cease trade or similar order, or an order that denied the person or company access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, state the fact and describe the basis on which the order was made and whether the order is still in effect; or
      2. became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact.
    6. Describe the penalties or sanctions imposed and the grounds on which they were imposed or the terms of the settlement agreement and the circumstances that gave rise to the settlement agreement, if a promoter or past promoter referred to in paragraph (1) has
      1. been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or
      2. been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor in making an investment decision.
    7. Despite paragraph (3), no disclosure is required of a settlement agreement entered into before the date Rule 41-501 came into force unless the disclosure would likely be considered important to a reasonable investor in making an investment decision.
    8. If a promoter or past promoter referred to in paragraph(1), or a personal holding company of such promoter, has, within the 10 years before the date of the prospectus or pro forma prospectus, as applicable, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or officer, state the fact.
Item 22: Legal Proceedings
1. Legal Proceedings - Describe any legal proceedings material to the issuer to which the issuer or a subsidiary of the issuer is a party or of which any of their respective property is the subject matter and any such proceedings known to the issuer to be contemplated, including the name of the court or agency, the date instituted, the principal parties to the proceedings, the nature of the claim, the amount claimed, if any, if the proceedings are being contested, and the present status of the proceedings.
  
  Instruction No information need be given with respect to any proceeding that involves primarily a claim for damages if the amount involved, exclusive of interest and costs, does not exceed 10 per cent of the current assets of the issuer and its subsidiaries on a consolidated basis. However, if any proceeding presents in large degree the same legal and factual issues as other proceedings pending or known to be contemplated, the amount involved in the other proceedings shall be included in computing the percentage.
Item 23: Interest of Management and Others in Material Transactions
1. Interest of Management and Others in Material Transactions -Describe, and state the approximate amount of, any material interest, direct or indirect, of any of the following persons or companies in any transaction within the three years before the date of the prospectus or pro forma prospectus, or in any proposed transaction, that has materially affected or will materially affect the issuer or a subsidiary of the issuer:
  1. Any director or executive officer of the issuer.
  2. A security holder disclosed in the prospectus as a principal shareholder.
  3. An associate or affiliate of any of the persons or companies referred to in paragraphs 1 or 2.
  Instructions
  1. The materiality of an interest is to be determined on the basis of the significance of the information to investors in light of all the circumstances of the particular case. The importance of the interest to the person having the interest, the relationship of the parties to the transaction with each other and the amount involved are among the factors to be considered in determining the significance of the information to investors.
  2. Give a brief description of the material transaction. Include the name of each person or company whose interest in any transaction is described and the nature of the relationship to the issuer.
  3. For any transaction involving the purchase of assets by or sale of assets to the issuer or a subsidiary of the issuer, state the cost of the assets to the purchaser, and the cost of the assets to the seller if acquired by the seller within three years before the transaction.
  4. This item does not apply to any interest arising from the ownership of securities of the issuer if the security holder receives no extra or special benefit or advantage not shared on an equal basis by all other holders of the same class of securities or all other holders of the same class of securities who are resident in Canada.
  5. Information must be included as to any material underwriting discounts or commissions upon the sale of securities by the issuer if any of the specified persons or companies were or are to be an underwriter or are associates, affiliates or partners of a person or company that was or is to be an underwriter.
  6. No information need be given in answer to this item as to a transaction, or an interest in a transaction, if
    1. the rates or charges involved in the transaction are fixed by law or determined by competitive bids;
    2. the interest of a specified person or company in the transaction is solely that of a director of another company that is a party to the transaction;
    3. the transaction involves services as a bank or other depository of funds, a transfer agent, registrar, trustee under a trust indenture or other similar services; or
    4. the transaction does not involve remuneration for services and the interest of the specified person or company arose from the beneficial ownership, direct or indirect, of less than 10 per cent of any class of equity securities of another company that is party to the transaction and the transaction is in the ordinary course of business of the issuer or its subsidiaries.
  7. Describe all transactions not excluded above that involve remuneration (including an issuance of securities), directly or indirectly, to any of the specified persons or companies for services in any capacity unless the interest of the person or company arises solely from the beneficial ownership, direct or indirect, of less than 10 per cent of any class of equity securities of another company furnishing the services to the issuer or its subsidiaries.
Item 24: Relationship Between Issuer or Selling Security Holder and Underwriter
1. Relationship Between Issuer or Selling Security Holder and Underwriter - If the issuer or selling security holder is a connected issuer of an underwriter of the distribution, or if the issuer or selling security holder is also an underwriter,
  1. until Multilateral Instrument 33-105 Underwriting Conflicts comes into force, provide the disclosure required by Item 30 of Form 12 of the Regulation to the Act, as that Form read immediately before it was revoked; and
  2. after Multilateral Instrument 33-105 comes into force, comply with the requirements of that Multilateral Instrument.
Item 25: Credit Supporter Disclosure
1. Credit Supporter Disclosure - If a credit supporter has provided a guarantee or alternative credit support for all or substantially all of the payments to be made under the securities being distributed, include statements by the credit supporter providing disclosure about the credit supporter that would be required under Items 4, 5, 6, 8, 16, 22, 24 and 29 of this Form if the credit supporter were the issuer of the securities and such other information about the credit supporter as is necessary to provide full, true and plain disclosure of all material facts concerning the securities to be distributed.
Item 26: Auditors, Transfer Agents and Registrars
1. Auditors - State the name and address of the auditor of the issuer.
2. Transfer Agent and Registrar - If shares are to be distributed, state the names of the issuer’s transfer agent(s) and registrar(s) and the location (by municipalities) of the register(s) of transfers of that class of shares.
3. Registration of Securities - If securities, other than shares, are to be distributed, state the location (by municipalities) of each register on which transfers of the securities may be recorded.
Item 27: Material Contracts
1. Material Contracts - Give particulars of every material contract, other than contracts entered into in the ordinary course of business that was entered into within the two years before the date of the preliminary prospectus or pro forma prospectus, as applicable, by the issuer or a subsidiary of the issuer, and state a reasonable time and place in Ontario at which the contracts or copies of the contracts may be inspected during distribution of the securities being distributed.
  
  Instructions
  1. The term “material contract” for this purpose means a contract that can reasonably be regarded as material to a proposed investor in the securities being distributed and may in some circumstances include contracts with a person or company providing the issuer with promotional or investor relations services.
  2. Set out a complete list of all material contracts, indicating those that are disclosed elsewhere in the prospectus and provide particulars about those material contracts for which particulars are not given elsewhere in the prospectus.
  3. Particulars of contracts should include the dates of, parties to, consideration provided for in, and general nature of, the contracts.
2. Project Financing and Limited Partnership Offering - Attach a copy of the co-tenancy, unitholders’ or limited partnership agreement, if applicable, to both the preliminary and final prospectus.
Item 28: Experts
1. Opinions - Name all counsel responsible for opinions referred to in the prospectus.
2. Tax Consequences - If the income tax aspects of an investment in the securities being distributed are particularly relevant to an investor, include a statement in bold type to the effect that investors are advised to consult their own tax advisers.
3. Interest of Experts
  1. Disclose all direct or indirect interests in the property of the issuer or of an associate or affiliate of the issuer received or to be received by a person or company whose profession or business gives authority to a statement made by the person or company and who is named as having prepared or certified a part of the prospectus or prepared or certified a report or valuation described or included in the prospectus.
  2. Disclose the beneficial ownership, direct or indirect, by a person or company referred to in paragraph (1) of any securities of the issuer or any associate or affiliate of the issuer.
  3. For the purpose of paragraph (2), if the ownership is less than one per cent, a general statement to that effect shall be sufficient.
  4. If a person, or a director, officer or employee of a person or company referred to in paragraph (1) is or is expected to be elected, appointed or employed as a director, officer or employee of the issuer or of any associate or affiliate of the issuer, disclose the fact or expectation.
Item 29: Other Material Facts
1. Other Material Facts - Give particulars of any material facts about the securities being distributed that are not disclosed under the preceding items and are necessary in order for the prospectus to contain full, true and plain disclosure of all material facts relating to the securities being distributed.
Item 30: Project Financings
1. Project Financings - If the distribution is a project financing made by an issuer that is an unincorporated association or cotenancy comprised of security holders, disclose who will have responsibility for compliance with the continuous disclosure obligations under the Act.
Item 31: Purchasers' Statutory Rights of Withdrawal and Rescission
1. General - Comply with National Instrument 41-101 Prospectus Disclosure Requirements by including a statement in substantially the following form, with bracketed information completed:
  
  “Securities legislation in [certain of the provinces [and territories] of Canada/the Province of [insert name of local jurisdiction, if applicable]] provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. [In several of the provinces/provinces and territories], [T/t]he securities legislation further provides a purchaser with remedies for rescission [or [, in some jurisdictions,] damages] if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission [or damages] are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province [or territory]. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province [or territory] for the particulars of these rights or consult with a legal adviser.”
2. Non-fixed Price Offerings - In the case of a non-fixed price offering, comply with National Instrument 41-101 Prospectus Disclosure Requirements by replacing the second sentence in the legend in Item 31.1 with a statement in substantially the following form:
  
  “This right may only be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment, irrespective of the determination at a later date of the purchase price of the securities distributed.”
Item 32: Financial Statements
1. Financial Statements - Include the financial statements required under Parts 4, 5, 6, 7 and 8 of Rule 41-501.
Item 33: Certificates
1. Certificates - Include the certificates required under the Act and under Part 12 of Rule 41-501.

Ontario Securities Commission Form 41-501F2

Authorization Of Indirect Collection Of Personal Information

The attached Schedule 1 contains information concerning the name, position with or relationship to the issuer, name and address of employer, if other than the issuer, residential address, date and place of birth and citizenship of each director, executive officer, promoter, if any, and each director and executive officer of the promoter, if any, of the issuer named below (the “Issuer”) as required by securities legislation, unless previously delivered to the Director. The Issuer hereby confirms that each person or company listed on Schedule 1

has been notified by the Issuer
1. of the Issuer’s delivery to the Director of the information pertaining to the person or company as set out in Schedule 1,
2. that such information is being collected indirectly by the Director under the authority granted to it in securities legislation,
3. that such information is being collected for the purpose of enabling the Director to discharge his/her obligations under the provisions of securities legislation that among other things require or permit the Director to refuse to issue a receipt for a prospectus if it appears to the Director that the past conduct of management or promoters of the issuer affords reasonable grounds for belief that the business of the issuer will not be conducted with integrity and in the best interests of its security holders, and
4. that the title, business address and business telephone number of the public official who can answer questions about the regulator’s indirect collection of the information is:

Administrative Assistant to the Director of
Corporate Finance
Ontario Securities Commission
20 Queen Street West
19^th Floor, Box 55
Toronto, Ontario M5H 3S8
(416) 597-0681

has authorized the indirect collection of the information by the regulator.

Date:

Name of Issuer

Per:

Name

Official Capacity

(Please print the name of the individual whose signature appears in the official capacity)

Schedule 1 Personal Information to Form 41-502F2 Authorization of Indirect Collection of Personal Information

Title: Personal Information to Form 41-502F2 Authorization of Indirect Collection of Personal Information - Description: An example of a Personal Information to Form 41-502F2 Authorization of Indirect Collection of Personal Information

Ontario Securities Commission Form 41-501F3

Issuer Form Of Submission To Jurisdiction And Appointment Of Agent For Service Of Process

Name of issuer (the “Issuer”):
Jurisdiction of incorporation of Issuer:
Address of principal place of business of Issuer:
Description of securities (the “Securities”):
Date of prospectus (the “Prospectus”) under which the Securities are offered:
Name of agent for service of process (the “Agent”):
Address for service of process of Agent in Canada (the address may be anywhere in Canada):
The Issuer designates and appoints the Agent at the address of the Agent stated above as the Issuer’s agent. The Agent may be served with a notice, pleading, subpoena, summons or other process in an action, investigation or administrative, criminal, quasi-criminal or other proceeding (a “Proceeding”) arising out of, relating to or concerning the distribution of the Securities made or purported to be made under the Prospectus or the obligations of the Issuer as a reporting issuer under Ontario securities law and the Issuer irrevocably waives any right to raise as a defence in a Proceeding an alleged lack of jurisdiction to bring the Proceeding.
The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of (i) the courts and administrative tribunals of Ontario and (ii) an administrative proceeding in Ontario, in a Proceeding arising out of, related to or concerning or in any other manner connected with the distribution of the Securities made or purported to be made under the Prospectus or the obligations of the Issuer as a reporting issuer under Ontario securities law.
Until six years after it has ceased to be a reporting issuer in Ontario, the Issuer shall file a new Submission to Jurisdiction and Appointment of Agent for Service of Process in this form at least 30 days before termination, for any reason, of this Submission to Jurisdiction and Appointment of Agent for Service of Process.
Until six years after it has ceased to be a reporting issuer in Ontario, the Issuer shall file an amended Submission to Jurisdiction and Appointment of Agent for Service of Process at least 30 days before a change in the name or address of the Agent.
This Submission to Jurisdiction and Appointment of Agent for Service of Process shall be governed by and construed in accordance with the laws of [insert province of above address of Agent].

Dated:

Signature of Issuer

Print name and title of signing officer of Issuer

Agent

The undersigned accepts the appointment as agent for service of process of [insert name of Issuer] under the terms and conditions of the preceding Submission to Jurisdiction and Appointment of Agent for Service of Process.

Dated:

Signature of Agent

Print name of person signing and, if Agent is not an individual, the title of the person

Companion Policy 41-501CP

General Prospectus Requirements

Ontario Securities Commission Companion Policy 41-501Cp To Ontario Securities Commission Rule 41-501 General Prospectus Requirements

Part Title

Part 1 General Requirements
1. Experience of Officers and Directors
2. Style of Prospectus
3. Graphs, Photographs, Maps and Artwork
4. Disclosure of Principal Shareholders
5. Disclosure of Selling Security holders
6. Description of Underlying Securities
7. Certificate of Underwriter in Prospectus
Part 2 Financial Matters
1. Financial Statement Requirements - Explanation of the 60 and 90 Day References
2. Additional Financial Statements or Financial Information Filed or Released
3. Auditor’s Report for All Financial Statements Included in the Prospectus
4. Exemption from Auditor’s Report if not Previously Included in a Prospectus
5. Timing of Requests for Exemptions from the Financial Statement Requirements
6. Sufficiency of Financial History Included in a Prospectus
7. Applications for Exemption from Requirement to Include Financial Statements of the Issuer
8. Reverse Take-Overs
9. Additional Information
Part 3 Financial Statement Disclosure For Significant Acquisitions, Significant Dispositions And Multiple Acquisitions
1. Financial Statement Disclosure of Significant Acquisitions and Multiple Acquisitions
2. Acquisition of a Business
3. Acquisition of an Interest in an Oil and Gas Property
4. Probable Acquisitions
5. Significant Acquisitions Completed During the Issuer’s Three Most Recently Completed Financial Years
6. Significant Acquisitions Completed During the Issuer’s Current Financial Year
7. Timing of Significance Tests
8. Acquisition of a Business when the Financial Statements of the Business are Prepared in Accordance with a Foreign Gaap
9. Acquisition of a Previously Unaudited Business
10. Application of the Significance Tests when the Financial Year Ends of the Issuer and the Acquired Business are Non-Coterminous
11. Application of Investment Test for Significance of an Acquisition
12. Application of Income Test for Significance of an Acquisition
13. Financial Statements for Interim and Pre-acquisition Periods
14. Acquisition of Related Businesses
15. Financial Statement Disclosure for Unrelated Individually Insignificant Acquisitions
16. Preparation of Divisional and Carve-out Financial Statements
17. Preparation of Pro forma Financial Statements Giving Effect to Significant Acquisitions
18. Significant Dispositions
19. Preparation of Pro forma Financial Statements Giving Effect to Significant Dispositions
20. Exemptions from Parts 6 and 7 of the Rule
Part 4 Gaap, Gaas And Auditor’s Reports
1. Foreign Gaap
2. Foreign Auditors and Foreign Gaas
3. Auditor’s Comfort Letters
Part 5 General Requirements As To Filing And Amendments
1. Certificate by Issuer
2. Consents of Lawyers
3. Material Contracts
4. Filed or Delivered
5. Response Letters and Marked-up Copies
6. Disclosure of Investigations or Proceedings
7. Filing of Advertising and Sales Literature
8. Amendments to a Preliminary Prospectus
9. Changes to the Offering
10. Confidential Material Change Reports
11. Registration Requirement
Part 6 Procedures For Granting Receipts
1. Extension of 90 Day Period for Issuance of Final Receipt
2. Project Financings
3. Minimum Amount of Funds

Appendix A Overview of Business Acquisitions Decision Chart

Appendix B Illustrative Examples

Companion Policy To Ontario Securities Commission Rule 41-501 General Prospectus Requirements

Part 1 General Requirements
1. Experience of Officers and Directors - Clause 61(2)(c) of the Act requires the Director to refuse to issue a receipt for a prospectus if it appears that the proceeds received from the sale of securities to be paid to the treasury of the issuer, together with other resources of the issuer, will be insufficient to accomplish the purposes stated in the prospectus. The Commission believes that people are an important resource and that a sufficient number of the directors and officers of the issuer should have relevant knowledge and experience so that the Director will not conclude that the human and other resources are insufficient to accomplish these purposes. If the requisite knowledge and experience are not possessed by the directors and officers, the Director may be satisfied that the human and other resources are sufficient if it is shown that the issuer has contracted to obtain the knowledge and experience from others.
2. Style of Prospectus - Subsection 3.2(1) of Rule 41-501 General Prospectus Requirements (the “Rule”) provides that the information contained in a prospectus shall be in narrative form. The Commission notes that subsection 56(1) of the Act requires that a prospectus contain “full, true and plain” disclosure. To that end, issuers and their advisors are reminded that they should ensure that disclosure documents are easy to read, and are encouraged to adopt the following plain language principles in preparing a prospectus:
  
  • use short sentences
  
  • use definite, concrete, everyday language
  
  • use the active voice
  
  • avoid superfluous words
  
  • organize the document into clear, concise sections, paragraphs and sentences
  
  • avoid legal or business jargon
  
  • use strong verbs
  
  • use personal pronouns to speak directly to the reader
  
  • avoid reliance on glossaries and defined terms unless it facilitates understanding of the disclosure
  
  • avoid vague boilerplate wording
  
  • avoid abstractions by using more concrete terms or examples
  
  • avoid excessive detail
  
  • avoid multiple negatives.
  
  If technical or business terms are required, clear and concise explanations should be used. The Commission is of the view that question and answer and bullet point formats are consistent with the requirements of subsection 3.2(1) of the Rule.
3. Graphs, Photographs, Maps and Artwork - Subsection 3.2(5) of the Rule provides that a prospectus may contain graphs, photographs, maps, artwork or other forms of illustration if they are relevant to the business of the issuer or the distribution and are not misleading. There is no longer an obligation to seek prior approval from staff of the Commission for the inclusion of a graph, photograph, map or artwork in a prospectus before the filing of the preliminary prospectus.
4. Disclosure of Principal Shareholders - Item 15 of Form 41- 501F1 requires disclosure of the identity and shareholdings of each principal shareholder of the issuer and, if a principal shareholder is a company, of the identity of any individual who controls the company. Issuers are therefore advised that they should institute procedures to obtain and disclose such information.
5. Disclosure of Selling Security holders - Item 1.4(7) and Item 15 of Form 41-501F1 require that if any securities are being distributed for the account of an existing security holder who purchased those securities within two years before the date of the prospectus, the name of the security holder and the number or amount of the securities of the class being distributed that are owned by the security holder, shall be included in the prospectus. In some cases, particularly if there are a large number of selling security holders each selling a small number or amount of securities, it may be desirable to disclose the required information on an aggregate, and not an individual security holder, basis. In these cases, application for relief from the requirements in the Form must be made to the Director. The Director will normally require that the issuer undertake to file with the Commission all of the information required under Item 15.1(3) on or before filing the prospectus.
6. Description of Underlying Securities - Issuers are reminded that if the securities being distributed are convertible into or exchangeable for other securities, or are a derivative of, or otherwise linked to, other securities, a description of the material attributes of the underlying securities will generally be necessary to meet the requirements of securities legislation that a prospectus contain full, true and plain disclosure of all material facts concerning the securities being distributed.
7. Certificate of Underwriter in Prospectus - Subsection 59(1) of the Act requires that if an underwriter is in a contractual relationship with the issuer or selling securityholder, the prospectus shall contain a certificate signed by the underwriter in the prescribed form. An underwriter participating in the preparation of a prospectus undertakes a due diligence investigation in relation to the business of the issuer that usually results in enhanced quality of disclosure in the prospectus. For that reason, and particularly in the case of an initial public offering, the Commission encourages underwriter participation in the prospectus process. Issuers are reminded that the Director has discretion under subsection 61(1) of the Act to refuse to issue a receipt for a prospectus if it is in the public interest to do so, including in the case of a prospectus that contains disclosure that is considered deficient.
Part 2 Financial Matters

A. Issuers And Significant Acquisitions
1. Financial Statement Requirements - Explanation of the 60 and 90 Day References
  
  For example, if the issuer in subsection (1)(a) filed its final prospectus on September 10, the issuer would be required to include its comparative financial statements for the interim period ended June 30, because by September 10 the last day of the interim period ended June 30 would be more than 60 days before the date of the final prospectus.
  1. The financial statement disclosure requirements for an issuer and any business acquired or to be acquired are described with reference to 60 or 90 day periods. A company that is or will be a reporting issuer once a final receipt for its prospectus is issued, is required to file interim financial statements 60 days after the last day of an interim period on a continuous disclosure basis. The interim financial statement disclosure requirements in the Rule are based on these continuous disclosure reporting timeframes. Annual audited financial statements are required to be filed 140 days after year end on a continuous disclosure basis. However, if a prospectus is filed more than 90 days after year end, the audited financial statements are required to be included in the prospectus.
    
    Annual financial statements: for years two, three and four, in accordance with section 4.1 of the Rule which requires inclusion in the prospectus of the issuer’s annual financial statements for the three most recently completed financial years ended more than 90 days before the date of the prospectus.
    
    Comparative Interim financial statements: for the first quarter ended March 31 of year one, in accordance with section 4.6 of the Rule which requires comparative interim financial statements for the most recently completed interim period ended more than 60 days before the date of the prospectus.
    1. For example, assume an issuer’s current year is year one and its most recently completed years are years two, three, four and five, two being the year immediately preceding one. If the issuer has a calendar year end and files a preliminary prospectus on June 15 of year one (which is more than 90 days after year end), the following financial statements of the issuer would be required to be included in the prospectus:
    2. As another example, if the same issuer filed its preliminary prospectus sometime between January 1 and March 31of year one, it would not be required to include audited financial statements for year two since that year ended less than 90 days before the date of the prospectus unless those financial statements had been filed with the Commission. In this situation, assuming the year two financial statements had not been filed, the issuer would be required to include audited financial statements for years three, four and five, and unaudited interim financial statements for the nine months ended September 30 in year two. If, however, audited financial statements for year two were included in a prospectus filed less than 90 days from the end of year two, section 4.2 of the Rule would permit the issuer to exclude the audited financial statements for year five. In addition, subsection 4.7(3) of the Rule would permit the interim financial statements for the nine months ended September 30, year 2, to be excluded.
  2. Section 2.8 of the Rule states that unless otherwise stated, a reference to a prospectus in the Rule includes a preliminary prospectus. Consequently, the 60 and 90 day period references discussed in subsection (1) should be considered as at the date the preliminary prospectus is filed and again at the date of the final prospectus is filed for both the issuer and any business acquired or to be acquired. Depending on the period of time between the dates of the preliminary and final prospectuses, an issuer may have to include more recent financial statements.
  The examples in subsections (1) and (2) are not comprehensive. For simplicity, they address only the issuer’s requirements and do not take into account exceptions provided for in the Rule.
2. Additional Financial Statements or Financial Information Filed or Released
  1. If annual or interim financial statements, more recent than those that would otherwise be required to be included in a prospectus, have been filed before a prospectus is filed, sections 4.7, 6.7 and 7.3 of the Rule require those financial statements to be included in the prospectus and the prospectus to be updated accordingly. However, if information derived from more recent annual or interim financial statements is released to the public by the issuer before the financial statements are filed, the prospectus should include the information included in the news release or public communication. There is no specific requirement in the Rule to otherwise update the prospectus or pro forma financial statements to reflect the more recent information.
  2. Reporting issuers have an obligation under Part Xviii of the Act to prepare and file financial statements as part of their continuous disclosure obligations. The Commission is of the view that the directors of an issuer should endeavour to consider and approve financial statements in a timely manner and should not delay the approval and filing of the statements for the purpose of avoiding their inclusion in a prospectus.
3. Auditor’s Report for All Financial Statements Included in the Prospectus - The Rule requires that all financial statements included in a prospectus be accompanied by an auditor’s report without a reservation of opinion, except financial statements specifically exempted in the Rule. Issuers are reminded that this requirement extends to financial statements of subsidiaries and other entities even if the financial statements are not required to be included in the prospectus but have been included at the discretion of the issuer.
4. Exemption from Auditor’s Report if not Previously Included in a Prospectus -If an issuer received a receipt for a final prospectus that included financial statements of the issuer for a financial year that were not accompanied by an auditor’s report, section 4.10 of the Rule provides that if the issuer includes any of those unaudited financial statements in a subsequent prospectus, the issuer will not be expected to include an auditor’s report on those financial statements unless they were audited subsequent to obtaining the final receipt for the previous prospectus. The corresponding exception for a business acquired or to be acquired is in section 6.15 of the Rule. The Commission recognizes that requesting an issuer to obtain an auditor’s report that it was permitted to exclude from a previous final prospectus could create undue hardship for the issuer.
5. Timing of Requests for Exemptions from the Financial Statement Requirements - Requests for exemptions from Parts 4, 6 and 7 of the Rule should be made in accordance with Part 15 of the Rule which requires the issuer to make submissions in writing along with the reasons for the request and the proposed alternative disclosure. Written submissions should be filed at, or preferably before, the time the preliminary prospectus is filed, in order to permit the issue to be resolved in a timely manner. Issuers filing a prospectus in more than one jurisdiction are encouraged to consult National Policy 43-201 Mutual Reliance Review System for Prospectuses and Annual Information Forms for more guidance on pre-filing applications.
  
  B. Issuers
6. Sufficiency of Financial History Included in a Prospectus - Part 4 of the Rule prescribes the minimum financial statement disclosure requirements for an issuer. The Commission recognizes that an issuer, at the time of filing a prospectus, may have been in existence for less than one year. The Commission expects that in many situations the limited historical financial statement information that is available for such an issuer may be adequately supplemented by other relevant information disclosed in the prospectus. However, if the issuer is unable to provide financial statements for a period of at least twelve months and the prospectus does not otherwise contain information concerning the business conducted, or to be conducted, by the issuer that is sufficient to enable an investor to make an informed investment decision, the Commission is of the view that the Director may refuse to issue a receipt for the prospectus.
7. Applications for Exemption from Requirement to Include Financial Statements of the Issuer
  1. One of the key changes to the prospectus disclosure requirements introduced by the Rule is the reduction to three years, from five, for historical financial statements of the issuer. In addition, a new category of junior issuer was introduced for which only the financial statements for the most recently completed financial year must be audited. As a result of these changes, the Commission is of the view that relief from the requirement to provide audited historical financial statements should be granted only in unusual circumstances not related to cost or the time involved in preparing or auditing the financial statements. If in unusual circumstances relief from Part 4 of the Rule is granted, conditions will likely be imposed, such as a requirement to include audited divisional statements of income or cash flows, financial statements accompanied by audit reports containing a reservation of opinion or audited statements of net operating income.
  2. In view of the Director’s reluctance to grant exemptions from the requirement to include audited historical financial statements, issuers seeking relief should consult with staff on a pre-filing basis.
  3. Relief may be granted in appropriate circumstances to permit the auditor’s report on financial statements to contain a reservation relating to opening inventory if there is a subsequent audited period of at least six months on which the auditor’s report contains no reservation and the business is not seasonal.
  4. Considerations relevant to granting an exemption from the requirement to include interim financial statements for the comparable period in the immediately preceding financial year may include the fact that the issuer was, before the filing of the prospectus, a private entity and that the issuer is, at the time of making the application, unable to prepare the interim financial statements.
  5. Considerations relevant to granting an exemption from the requirement to include financial statements, generally for the years immediately preceding the issuer’s most recently completed financial year, may include the following:
    1. The issuer’s historical accounting records have been destroyed and cannot be reconstructed. In this case, as a condition of granting the exemption, the issuer may be requested by the Commission to
      1. represent in writing to the Commission, no later than the time the preliminary prospectus is filed, that the issuer made every reasonable effort to obtain copies of, or reconstruct, the historical accounting records necessary to prepare and audit the financial statements, but such efforts were unsuccessful; and
      2. disclose in the prospectus the fact that the historical accounting records have been destroyed and cannot be reconstructed.
    2. The issuer has emerged from bankruptcy and current management is denied access to the historical accounting records necessary to audit the financial statements. In this case, as a condition of granting the exemption, the issuer may be requested by the Commission to
      1. represent in writing to the Commission, no later than the time the preliminary prospectus is filed, that the issuer has made every reasonable effort to obtain access to, or copies of, the historical accounting records necessary to audit the financial statements but that such efforts were unsuccessful; and
      2. disclose in the prospectus the fact that the issuer has emerged from bankruptcy and current management is denied access to the historical accounting records.
    3. The issuer has undergone a fundamental change in the nature of its business or operations affecting a majority of its operations and all, or substantially all, of the executive officers and directors of the company have changed. The evolution of a business or progression along a development cycle will not be considered to be a fundamental change in an issuer’s business or operations. Relief from the requirement to include financial statements of the issuer required by the Rule for the year in which the change occurred, or for the most recently completed financial year if the change in operations occurred during the issuer’s current financial year, generally will not be granted.
8. Reverse Take-overs - When an issuer has been involved in a business combination accounted for as a reverse take-over, section 4.5 of the Rule requires that financial statements referred to in Part 4 of the Rule be provided for the legal subsidiary which is the accounting parent, as those terms are used in the Handbook.
9. Additional Information - An issuer may find it necessary, in order to meet the requirement for full, true and plain disclosure in section 56 of the Act, to include certain additional information such as
  1. separate financial statements of a subsidiary of the issuer in a prospectus, even if the financial statements of the subsidiary are included in the consolidated financial statements of the issuer (for example, separate financial statements of a subsidiary may be necessary to help explain the risk profile and nature of the operations of the subsidiary); and
  2. selected financial information of the issuer for a period of more than three years if the information would be helpful to an understanding of trends in the business or financial condition of the issuer.
Part 3 Financial Statement Disclosure For Significant Acquisitions, Significant Dispositions And Multiple Acquisitions

A. General
1. Financial Statement Disclosure of Significant Acquisitions and Multiple Acquisitions - Appendix A to this Policy is a chart outlining the key obligations for financial statement disclosure of significant acquisitions and multiple acquisitions. Appendix B includes examples which illustrate the application of certain Parts of the Rule related to financial reporting requirements.
2. Acquisition of a Business - Part 6 of the Rule requires an issuer that has made a significant acquisition or is proposing to make a significant probable acquisition to include in its prospectus certain financial statements of each business acquired or to be acquired. Part 7 of the Rule has similar requirements for an issuer that has made or is proposing to make multiple acquisitions that are not related or individually significant. For this purpose, the term “business” should be evaluated in light of the facts and circumstances involved. The Commission generally considers that a separate entity, a subsidiary or a division is a business and that in certain circumstances a lesser component of a person or company may also constitute a business, whether or not the subject of the acquisition previously prepared financial statements. Continuity of business operations is considered in determining whether an acquisition constitutes the acquisition of a business. Other factors that staff will consider include:
  1. whether the nature of the revenue producing activity or potential revenue producing activity will remain generally the same after the acquisition; and
  2. whether any of the physical facilities, employees, marketing systems, sales forces, customers, operating rights, production techniques or trade names are acquired by the issuer instead of remaining with the vendor after the acquisition.
3. Acquisition of an Interest in an Oil and Gas Property
  1. The Commission considers the acquisition of an interest in an oil and gas property (“property”) to constitute the acquisition of a business as discussed in section 3.2 of the Policy. However, it is recognized that in certain situations, limited availability of, or access to, audited financial statements or financial information of the acquired property makes it difficult to comply with the financial statement disclosure requirements outlined in Parts 6 and 7 of the Rule. The Commission has also considered that, unique to the oil and gas industry, relevant operating information is often publicly available. Accordingly, the Director may consider granting an exemption from certain of the disclosure requirements in Parts 6 and 7 of the Rule if
    1. the prospectus was not filed in connection with an issuer’s initial public offering
    2. the issuer has not accounted for the acquisition as a reverse take-over;
    3. the property does not constitute a “reportable segment” of the vendor, as defined in section 1701 of the Handbook, at the time of the acquisition; and
    4. the prospectus includes acceptable alternative disclosure in respect of the property as outlined in subsection (2).
  2. Alternative Disclosure
    
    - gross revenue;
    - royalty expenses;
    - production costs; and
    - operating income.
    
    In applying Parts 6 and 7 of the Rule for purposes of this paragraph, the significance of an acquired property or of a probable acquisition of a property shall be determined based on the investment and income tests outlined in section 2.2 of the Rule, except that for purposes of the income test, “operating income” should be substituted for “consolidated income from continuing operations”.
    1. The Commission is of the view that alternative disclosure in a prospectus, to be acceptable for the purposes of subsection (1)(d), should include at least an audited operating statement of the property acquired or to be acquired for each of the years required by Parts 6 and 7 of the Rule. The operating statements should each present, at a minimum, the following line items:
    2. In addition to the information in paragraph (a), the following information may also be required to be included in the prospectus.
      1. Information with respect to reserve estimates and estimates of future net revenue and production volumes and other relevant information regarding the property, if material.
      2. Actual production volumes of each of the properties for each of the three most recently completed years.
      3. Estimated production volumes of each of the properties for each of the next three years, based on information in the respective reserve reports.
  3. Relief from the Requirement to Audit Operating Statements - Despite paragraph (2)(a), the Director may permit an issuer to exclude an audit opinion on the operating statements referred to in subsection (2)(a) if
    1. the property was acquired prior to December 31, 2000 and the issuer provides written submissions prior to filing the final prospectus which establish to the satisfaction of the Director that, despite making reasonable efforts, the issuer was unable to obtain audited operating statements because the vendor refused to provide such audited statements or to permit access to the information necessary to audit the statements; or
    2. during the 12 months preceding the date of the acquisition or the proposed date of the probable acquisition, the daily average production of the property on a barrel of oil equivalent basis (with gas converted to oil in the ratio of six thousand cubic feet of gas being the equivalent of one barrel of oil), is less than 20 per cent of the total daily average production of the vendor for the same or similar periods and
      1. the issuer provides written submissions prior to filing the final prospectus that establish to the satisfaction of the Director, that despite reasonable efforts during the purchase negotiations, the issuer was prohibited from including in the purchase agreement the rights to obtain an audited operating statement of the property;
      2. the purchase agreement includes representations and warranties by the vendor that the amounts presented in the operating statement agree to the vendor’s books and records; and
      3. the issuer discloses in the prospectus its inability to obtain an audited operating statement, the reasons therefore, the fact that the representations and warranties referred to item (ii) have been obtained, and a statement that the results presented in the operating statements may have been materially different if the statements had been audited.
4. Probable Acquisitions
  1. The definitions of “probable acquisition of a business” and “probable acquisition of related businesses” in the Rule both include the phrase “where a reasonable person would believe that the likelihood of the acquisition being completed is high”. The Commission interprets this phrase having regard to section 3290 of the Handbook “Contingencies”. It is the Commission’s view that the following factors may be relevant in determining whether the likelihood of an acquisition being completed is high
    1. whether the acquisition has been publicly announced;
    2. whether the acquisition is the subject of an executed agreement; and
    3. the nature of conditions to the completion of the acquisition including any material third party consents required.
  2. The test of whether a proposed acquisition is a “probable acquisition of a business” or “probable acquisition of related businesses” is an objective, rather than subjective, test in that the question turns on what a “reasonable person” would believe. It is not sufficient for an officer of an issuer to determine that he or she personally believes that the likelihood of the acquisition being completed is or is not high. The officer must form an opinion as to what a reasonable person would believe in the circumstances. In the event of a dispute as to whether an acquisition is a probable acquisition, an objective test requires an adjudicator to decide whether a reasonable person would believe in the circumstances that the likelihood of an acquisition being completed was high. By contrast, if the definition relied on a subjective test, the adjudicator would assess an individual’s credibility and decide whether the personal opinion of the individual as to whether the likelihood of the acquisition being completed was high was an honestly held opinion. Formulating the definition using an objective test rather than a subjective test strengthens the basis on which the Director may object to an issuer’s application of the definition in particular circumstances.
  3. A completed acquisition of a business and a proposed acquisition of a business will constitute a probable acquisition of related businesses defined in section 2.1 of the Rule if, among other things, each acquisition is contingent on a single common event. Common financing is one example of a single common event contemplated by the definition.
5. Significant Acquisitions Completed During the Issuer’s Three Most Recently Completed Financial Years - If an issuer made a significant acquisition during its three most recently completed financial years for which audited financial statements are required to be included in the prospectus under Part 6 of the Rule, the balance sheets of the business as at a date prior to the date of the acquisition will be reflected in the issuer’s most recent audited balance sheet included in the prospectus. In addition, the allocation of the purchase price to the assets acquired and liabilities assumed should also be disclosed in the issuer’s audited financial statements. Accordingly, there is no requirement under subsection 6.2(1) for the financial statements of the business included in the prospectus to include a balance sheet. The corresponding exception for individually insignificant, unrelated acquisitions is provided in subsection 7.2(4) of the Rule. The Commission recognizes that a balance sheet will normally have been prepared and the Director will not object if the financial statements of a business included in the prospectus include a balance sheet.
6. Significant Acquisitions Completed During the Issuer’s Current Financial Year - If an issuer has made a significant acquisition during its current financial year, and the acquisition is accounted for using the purchase method, section 6.11 of the Rule requires an issuer to include disclosure about the acquisition, including a purchase price allocation, in a subsequent event note to the issuer’s financial statements. At the time the prospectus is filed, the allocation of the purchase price may not yet be finalized so it may be impracticable to provide a detailed purchase equation. However, the issuer will know the assets and liabilities it has acquired and is expected to estimate an allocation of the purchase price to those assets and liabilities, at least on an aggregate basis.
  
  B. Application Of The Significance Tests
7. Timing of Significance Tests
  1. Section 2.2 of the Rule sets out the significance tests for determining whether an acquisition of a business by an issuer is a “significant acquisition”. The first test measures the assets of the acquired business against the assets of the issuer. The second test measures the issuer’s investments in and advances to the acquired business against the assets of the issuer. The third test measures the income from continuing operations of the acquired business against the income from continuing operations of the issuer. If any one of these three tests is satisfied at the 20 per cent level, the acquisition is considered “significant” to the issuer. The tests must be applied as at the time of the acquisition using the most recent audited financial statements of the issuer and the business. This is consistent with the requirements of the Securities and Exchange Commission of the United States of America and provides issuers with certainty that if an acquisition is not significant at the time of the acquisition, then no financial statements of the business will be required to be included in the prospectus.
  2. If an acquisition is determined under subsection 2.2(2) of the Rule to be significant on the date of acquisition, an issuer has the option under subsection 2.2(3) of the Rule of applying the tests using the more recent financial statements for the 12 months ended on the last day of the most recent interim period financial statements included in the prospectus and the financial statements of the business for a coterminous period ending on the same day as the issuer’s financial statements. However, for the purposes of applying the investment test under subsection 2.2(3)2 of the Rule, the issuer’s investments in and advances to the business should be the amount used to the calculate the significance as at the date of the acquisition and not the amount as at the date of the issuer’s financial statements used to re-calculate the significance.
  3. The option under subsection 2.2(3) of the Rule has been included in order to recognize the possible growth of an issuer between the date of acquisition and the date of a prospectus offering and the corresponding potential decline in significance of the acquisition to the issuer. If the significance of an acquisition increases at the second date under subsection 2.2(3), only the financial statements required when the tests are applied at the first stage under subsection 2.2(2) of the Rule, are required to be included in the prospectus. Applying the significance tests at the second date is not intended to increase the level of significance of an acquisition and thereby the number of years of financial statements.
  4. The significance tests at the second date are an option available to all issuers. However, depending on how or when an issuer integrates the acquired business into its existing operations and the nature of post-acquisition financial records it maintains for the acquired business, it may not be possible for an issuer to apply the tests at the second date.
8. Acquisition of a Business when the Financial Statements of the Business are Prepared in Accordance with a Foreign Gaap - Subsection 2.2(9) of the Rule states that where the financial statements of the business or related businesses are prepared in accordance with foreign Gaap, for purposes of applying the significance tests, the relevant financial statements should be reconciled to Canadian Gaap. It is unnecessary for the reconciliation to be audited for the purpose of the test as the Commission recognizes that this could be onerous, particularly if the business or related businesses are determined not to be a significant acquisition.
9. Acquisition of a Previously Unaudited Business - Section 2.2(2) of the Rule requires the significance of an acquisition to be determined using the most recently audited financial statements of the issuer and the business acquired or to be acquired. If the business was a private company prior to the acquisition and it did not engage an auditor to audit its annual financial statements then, for the purpose of applying the significance tests, subsection 2.2(6) of the Rule permits use of the unaudited financial statements of the business prepared in accordance with Gaap. If the acquisition is determined to be significant, then the financial statements for the number of periods required by Parts 6 and 7 of the Rule must be audited.
10. Application of the Significance Tests when the Financial Year Ends of the Issuer and the Acquired Business are Non- Coterminous - Subsection 2.2(2) of the Rule requires the significance of an acquired business to be determined using the most recent audited financial statements of both the issuer and the acquired business. For the purpose of applying the tests under this subsection, the year ends of the issuer and the acquired business need not be coterminous. Accordingly, neither the audited financial statements of the issuer or the business should be adjusted for the purposes of applying the significance tests. However, if an acquired business is determined to be significant and pro forma income statements are prepared in accordance with Part 6 or 7 of the Rule and, if the last day of the business’ year end is more than 93 days from the last day of the issuer’s year end, the business’ reporting period required under subsection 6.5(4) of the Rule should be adjusted to reduce the gap to 93 days or less. Reference is made to section 3.17 of this Companion Policy for further guidance.
11. Application of Investment Test for Significance of an Acquisition - Subsections 2.2(2) and, if applicable, 2.2(3) of the Rule set out when an acquisition of a business by an issuer is a “significant acquisition”. One of the tests is whether the issuer’s consolidated investments in and advances to the business or related businesses exceeds 20 per cent of the consolidated assets of the issuer as at the date of the audited financial statements of the issuer for the most recently completed financial year ended prior to the date of the acquisition. In applying this test, the “investments in” the business should be determined using the total cost of the purchase, as determined by generally accepted accounting principles, which includes consideration paid or payable and the costs of the acquisition. If the acquisition agreement includes a provision for contingent consideration, for the purpose of applying the test, the contingent consideration should be included in the total cost of the purchase unless the likelihood of payment is considered remote at the date of the acquisition. In addition, any payments made in connection with the acquisition which would not constitute purchase consideration but which would not have been paid unless the acquisition had occurred, should be considered part of investments in and advances to the business for the purpose of applying the significance tests. Examples of such payments include loans, royalty agreements, lease agreements and agreements to provide a pre-determined amount of future services.
12. Application of Income Test for Significance of an
  
  Acquisition -
  1. The third significance test set out in subsection 2.2(2)3 of the Rule is whether the issuer’s proportionate share of the consolidated income from continuing operations of the business or related businesses exceeds 20 per cent of the consolidated income from continuing operations of the issuer based on the audited financial statements of the issuer and the acquired business for the most recently completed financial year ended before the date of the acquisition. Subsection 2.2(3)3 of the Rule sets out an optional calculation using more recent financial statements. In applying the income test, the income from continuing operations of the business should be determined using the accounting policies applied by the issuer.
  2. Subsections 2.3(3), (4) and (5) of the Rule permit the issuer to use the average income of its three most recently completed fiscal years or 12 month periods, respectively, if the income from continuing operations for the most recently completed fiscal year is positive and at least 20 per cent lower than the average for the three most recently completed years. The averaging option is not available if the issuer has incurred a loss from continuing operations during its most recently completed year or more recent 12 month period. If the averaging option is available to the issuer but it incurred a loss from continuing operations in the second and/or third most recently completed fiscal years or 12 month periods, subsection 2.3(6) of the Rule states that for purposes of calculating the average consolidated income from continuing operations for the three fiscal years or 12 month periods, the loss must be treated as zero in the numerator and as one in the denominator.
  C. Financial Statements Of Acquired Businesses
13. Financial Statements for Interim and Pre-acquisition Periods - Subsections 6.2(1), 6.3(1) and 6.4(1) of the Rule require that a prospectus include financial statements for the most recently completed interim period of the acquired business that ended prior to the date of acquisition, in the case of a completed acquisition, and in any case, more than 60 days before the date of the prospectus. In some circumstances, the acquired business may not have been a reporting issuer and therefore may not have prepared financial statements for the required interim periods. In connection with its sale, a business may prepare financial statements for the period commencing with the first day of its current year up to the date of the acquisition or a day prior to the date of the acquisition. Subsections 6.2(1)2(a)(ii) and 6.3(1)3(a)(ii) of the Rule permit an issuer to satisfy the requirement for interim financial statements by filing financial statements for a period longer than an interim period provided that period ends no more than 30 days before the date of the acquisition. The period covered by these financial financial statements is defined in the Rule as the “pre-acquisition period”. If the issuer elects to include pre-acquisition period financial statements in the prospectus, it is not also required to include the interim financial statements for the most recently completed interim period ended more than 60 days prior to the date of the prospectus. The pre-acquisition period financial statements may be used to prepare the pro forma financial statements of the issuer required under Part 6 of the Rule.
14. Acquisition of Related Businesses - Subsections 6.2(2), 6.3(2) and 6.4(2) of the Rule require that if an issuer is required to include in its prospectus financial statements for more than one business because the significant acquisition involves an acquisition of related businesses or a probable acquisition of related businesses, the financial statements required under these subsections should be presented for each business except for the periods during which the businesses have been under common control or management, in which case the issuer may present the financial statements on a combined basis. Although one or more of the related businesses may be insignificant relative to the others, separate financial statements of each business for the same number of periods required must be presented. Relief from the requirement to include financial statements of the least significant related business or businesses may be granted depending on the facts and circumstances.
15. 3.15 Financial Statement Disclosure for Unrelated Individually Insignificant Acquisitions
  1. When an issuer acquires unrelated businesses that are determined by the significance tests to be individually insignificant, section 7.2 of the Rule requires the significance of the acquisitions to be tested again by combining the results of the businesses. The significance tests should be applied using the financial results of the businesses on a combined basis. If the businesses satisfy any of the significance tests at a threshold of 50 per cent or more, then financial statements shall be provided for the businesses that constitute more than 50 per cent of the test satisfied at the highest level of significance. For example, if the acquisitions satisfy the asset, investment and income tests at thresholds of 40 per cent, 80 per cent and 60 per cent respectively, then the investment test is the most significant. Accordingly, financial statements of the individual businesses which comprise 50 per cent of the dollar value of the combined investments in and advances to the businesses must be included in the prospectus. Audited financial statements must be presented for the most recently completed financial year of each business plus interim financial statements. Depending upon the number of acquisitions, there may be several combinations of businesses whose financial statements would satisfy the requirement. Any combination may be included in the prospectus. For further guidance, refer to example 4 in Appendix B to this Companion Policy.
  2. Subsection 2.3(2) of the Rule states that if one or more of the unrelated businesses have incurred losses from continuing operations while others have earned income from continuing operations, the losses should not offset the income. Instead, the businesses with losses should be evaluated separately from those with income for the purpose of applying the income test. The absolute value of the aggregate losses should be used to calculate the significance. For further guidance, refer to example 5 in Appendix B to this Companion Policy.
16. Preparation of Divisional and Carve-out Financial Statements
  1. As discussed in section 3.2 of this Companion Policy, the Commission generally considers the acquisition of a division of a business and in certain circumstances, a lesser component of a person or company, as constituting a business for purposes of the Rule, whether or not the subject of the acquisition previously prepared financial statements. In order to determine the significance of the acquisition and comply with the requirements in Parts 6 and 7 of the Rule, financial statements must be prepared. This section provides guidance on preparing these financial statements.
  2. The guidance in this section also applies to the preparation of the financial statements of a completed significant disposition for the purpose of preparing pro forma financial statements in accordance with Part 8 of the Rule.
  3. Interpretations - In this section of this Companion Policy, unless otherwise stated, the following interpretations apply:
    1. A reference to “a business” means a division or some lesser component of another business acquired by an issuer which constitutes a significant acquisition.
    2. The term “parent” refers to the vendor from whom the issuer purchased a business.
  4. Divisional and Carve-out Financial Statements - The terms “divisional” and “carve-out” financial statements are often used interchangeably although a distinction is possible. Some companies maintain separate financial records and prepare financial statements for a business activity or unit which is operated as a division. Financial statements prepared from these financial records are often referred to as “divisional” financial statements. In certain circumstances, no separate financial records for a business activity are maintained; they are simply consolidated with the parent’s records. In these cases, if the parent’s financial records are sufficiently detailed, it is possible to extract or “carve-out” the information specific to the business activity in order to prepare separate financial statements of that business. Financial statements prepared in this manner are commonly referred to as “carve-out” financial statements. The guidance in this section applies to the preparation of both divisional and carve-out financial statements unless otherwise stated.
  5. Preparation of Divisional and Carve-out Financial Statements
  1. When complete financial records of the business acquired or to be acquired have been maintained, those records should be used for preparing and auditing the financial statements of the business. For the purposes of this section, it is presumed that the parent maintains separate financial records for its divisions.
  2. When complete financial records of the business acquired or to be acquired do not exist, carve-out financial statements should generally be prepared in accordance with the following guidelines:
    1. Allocation of Assets and Liabilities - A balance sheet should include all assets and liabilities directly attributable to the business.
    2. Allocation of Revenues and Expense - Income statements should include all revenues and expenses directly attributable to the business. Some fundamental expenditures may be shared by the business and its parent in which case the parent’s management must determine a reasonable basis for allocating a share of these common expenses to the business. Examples of such common expenses include salaries, rent, depreciation, professional fees, general and administration.
    3. Allocation of Income and Capital Taxes - as if the entity had been a separate legal entity and filed a separate tax return for the period presented.
    4. Disclosure of Basis of Preparation - The financial statements should include a note describing the basis of preparation. If expenses have been allocated as discussed in paragraph 2, the financial statements should include a note describing the method of allocation for each significant line item, at a minimum.
  3. Statements of Assets Acquired, Liabilities Assumed, and Statements of Operations - When it is impracticable to prepare carve-out financial statements of a business, an issuer may be required to include in its prospectus for the business an audited statement of assets acquired and liabilities assumed and a statement of operations. Such a statement of operations should exclude only those indirect operating costs, such as corporate overhead, not directly attributable to the business. If these costs were previously allocated to the business and there is a reasonable basis of allocation, they should not be excluded. Issuers are encouraged to submit a pre-filing application when this circumstance arises.
17. Preparation of Pro forma Financial Statements Giving Effect to Significant Acquisitions
  1. Objective and Basis of Preparation - The objective of pro forma financial statements is to illustrate the impact of a transaction on an issuer’s financial position and results of operations by adjusting the historical financial statements of the issuer to give effect to the transaction. Accordingly, the pro forma financial statements should be prepared on the basis of the issuer’s financial statements as they appear elsewhere in the prospectus. No adjustment should be made to eliminate extraordinary items or discontinued items.
  2. Pro forma Balance Sheets and Income Statements - Subsection 6.5(1) of the Rule does not require a pro forma balance sheet to be prepared to give effect to significant acquisitions which are reflected in the issuer’s most recent audited or interim balance sheet included in the prospectus. Similarly, if a significant acquisition was completed during the issuer’s most recently completed financial year, subsection 6.5(1)2 of the Rule does not require a pro forma income statement to be prepared for the issuer’s most recent interim period for which financial statements are included in the prospectus because the results of the acquired business have been consolidated with the issuer’s for the entire interim period.
  3. Non-coterminous year-ends
    1. Reducing the Gap to 93 Days - For the purpose of preparing a pro forma income statement, if the financial year of the business ends on a day which is more than 93 days from the last day of the issuer’s financial year, subsection 6.5(4) of the Rule requires the income statement of the business to be adjusted to reduce this gap to less than 93 days. Reducing the gap may be accomplished by adding a subsequent interim period to the results of the most recent fiscal year of the acquired business and deducting the comparable interim results for the immediately preceding year.
    2. Consecutive Months - The adjusted financial period of the business should be comprised of consecutive months. For example, if the adjusted reporting period is 12 months and ends on June 30, the 12 months should commence on July 1 of the immediately preceding year; it should not begin onIncome and capital taxes should be calculated March 1 of the immediately preceding year with three of the following 15 months omitted, such as the period from October 1 to December 31, since this would not be a consecutive 12 month period.
    3. Disclosure of the Adjusted Financial Period - The adjusted financial period should be clearly disclosed on the face of the pro forma financial statements. In addition, there should be disclosure in a note to the pro forma financial statements stating that the financial statements of the business used to prepare the pro forma financial statements were prepared for this purpose and do not conform with the financial statements included elsewhere in the prospectus.
    4. Disclosure of Results Reported in Two Pro forma Income Statements - If the financial statements of the business are adjusted in accordance with paragraph (a), it is possible that the results for one or more months may be included in the twelve month and interim period financial statements of the business which are used by the issuer to prepare pro forma income statements for its most recently completed financial year and interim period. In this situation, disclosure should be made of the revenue and income for any periods excluded or included in both pro forma income statements.
  4. Financial Statements of a Business Prepared for the Purpose of Preparing Pro Forma Financial Statements -If, in accordance with subsection (3), an income statement of an acquired business is constructed for the purpose of preparing a pro forma income statement, the constructed income statement need not be audited or otherwise included in the prospectus except as a separate column in the pro forma income statement. However, a comfort letter addressed to the Commission must be delivered in accordance with subsection 13.3(2)1 of the Rule.
  5. Effective Date of Adjustments
    1. Pro forma balance sheet - Paragraph 1 of subsection 6.5(1) of the Rule requires a pro forma balance sheet to be prepared to give effect to significant acquisitions as if they occurred on the date of the issuer’s most recent balance sheet included in the prospectus
    2. Pro forma income statement - Paragraph 2 of subsection 6.5(1) of the Rule requires a pro forma income statement to be prepared to give effect to significant acquisitions as if they had taken place at the beginning of the issuer’s current financial year or its most recently completed financial year, depending on when the acquisition occurred. If a prospectus includes pro forma income statements for the issuer’s most recently completed financial year and a subsequent interim period, the acquisition and most of the adjustments should be computed as if the acquisition had occurred at the beginning of the most recently completed financial year of the issuer only and carried through the most recent interim period presented, if any. However, those adjustments related to the allocation of the purchase price, including the amortization of fair value increments and intangibles, should be based on the purchase price allocation arising from giving effect to the acquisition as if it occurred on the date of the issuer’s most recent balance sheet included in the prospectus.
  6. Acceptable Adjustments - Pro forma adjustments shall be limited to those which are directly attributable to a specific completed or proposed transaction for which there are firm commitments and for which the complete financial effects are objectively determinable.
  7. Multiple Acquisitions - If the pro forma financial statements give effect to more than one significant acquisition or other event, the pro forma adjustments may be grouped by line item on the face of the pro forma financial statements provided the details for each transaction are disclosed in the notes.
  8. Intervening Periods - If the issuer prepares a pro forma financial statement using a pre-acquisition interim financial statement of the acquired business and that period ends prior to the date of the acquisition, the pro forma financial statements should include any significant adjustments necessary to account for the intervening period.
  D. Significant Dispositions
18. Significant Dispositions
  1. Section 2.6 of the Rule states that the term “significant disposition” refers to a disposition of a business, a business segment or a significant portion of a business, either by sale, abandonment or distribution to shareholders. A disposition is determined to be significant in subsection 2.6(2) of the Rule if it satisfies the asset or income test at at least the 20 per cent significance level.
  2. Separate financial statements of a significant disposition are not required to be included in the prospectus. If an issuer decides to include the financial statements, they should be prepared following the guidance in section 3.15 of this Companion Policy and should not be for more periods than the most recently completed financial year and interim period of the issuer for which financial statements are included in the prospectus.
19. Preparation of Pro Forma Financial Statements Giving Effect to Significant Dispositions
  1. Businesses and Business Segments - Part 8 of the Rule requires inclusion in an issuer’s prospectus of pro forma financial statements which give effect to significant dispositions completed during an issuer’s most recently completed financial year or current financial year. The disposition of a business segment, as defined by section 3475 of the Handbook, is excluded from the pro forma requirements because the financial statement presentation of a discontinued business segment is addressed by the Handbook.
  2. Objective and Basis of preparation - The basis for preparing pro forma financial statements which give effect to a significant disposition is very similar to the guidance outlined in section 3.17 of this Companion Policy which discusses the preparation of pro forma financial statements which give effect to significant acquisitions. The pro forma financial statements should be prepared using the issuer’s financial statements as if the significant disposition occurred at the beginning of an issuer’s current or most recently completed financial year, as appropriate.
  3. Pro Forma Balance Sheet - Section 8.2(1) of the Rule does not require a pro forma balance sheet if the significant disposition is reflected in the issuer’s most recent balance sheet included in the prospectus.
  4. Pro Forma Income Statements
    1. If a significant disposition was completed during the issuer’s most recently completed financial year, subsection 8.2(2)(a) of the Rule does not require inclusion of a pro forma income statement for the most recent interim period for which financial statements are included in the prospectus because the results of the disposed business have been excluded from the issuer’s results for the entire interim period.
    2. A pro forma income statement prepared to give effect to significant dispositions should not present results below the level of income from continuing operations.
  5. Constructed Financial Statements of the Business for the Purpose of Preparing Pro Forma Financial Statements - If an income statement of the disposed business is constructed or otherwise carved out from the issuer’s financial statements in accordance with the guidance in section 3.16 of this Companion Policy, for the purpose of preparing a pro forma income statement, the constructed income statement need not be audited or otherwise included in the prospectus except as a separate column in the pro forma income statement. However, a comfort letter addressed to the Commission must be delivered in accordance with subsection 13.3(2)1 of the Rule with respect to the separate column.
  6. Effective Date of Adjustments - Pro forma balance sheets should be prepared as if the disposition had occurred on the date of each balance sheet presented. If a prospectus includes pro forma income statements for the issuer’s most recently completed financial year and a subsequent interim period, the acquisition and adjustments should be computed as if the disposition had occurred at the beginning of the most recently completed financial year of the issuer only and carried through the most recent interim period presented, if any. (7) Acceptable Adjustments - Pro forma adjustments should be limited to those which are directly attributable to a specific completed or proposed transaction for which there are firm commitments and for which the complete financial effects are objectively determinable. (8) Multiple Dispositions - If the pro forma financial statements give effect to more than one significant disposition, the pro forma adjustments may be grouped by line item on the face of the pro forma financial statements provided the details for each transaction are disclosed in the notes.
  E. Exemptions
20. Exemptions from Parts 6 and 7 of the Rule
  1. Despite Parts 6 and 7 of the Rule, an issuer may be permitted by the Director to exclude an audit opinion on the financial statements of an acquired business for any of the years for which financial statements are required other than the most recently completed year of the acquired business if
    1. the business was acquired prior to December 31, 2000;
    2. the issuer provides written submissions prior to filing the final prospectus which establish to the satisfaction of the Director that, despite making reasonable efforts, the issuer was unable to obtain audited financial statements because the vendor refused to provide such audited financial statements or to permit access to the information necessary to audit the financial statements; and
    3. the issuer discloses in the prospectus that despite making reasonable efforts, the issuer was unable to obtain audited financial statements because the vendor refused to provide such audited financial statements or to permit access to the information necessary to audit the financial statements.
  2. The Commission is of the view that relief from the financial statement requirements of Parts 6 and 7 of the Rule should be granted only in unusual circumstances not related to cost or the time involved in preparing and auditing the financial statements.
  3. If relief is granted from the requirements of Parts 6 and 7 of the Rule to include in a prospectus audited financial statements of an acquired business, conditions will likely be imposed, such as a requirement to include audited divisional or partial income statements or divisional statements of cash flow, financial statements accompanied by an auditor’s report containing a reservation of opinion such as an inventory qualification or an audited statement of net operating income for a business.
  4. Relief may be granted in appropriate circumstances to permit the auditor’s report on financial statements of a business acquisition to contain a reservation relating to opening inventory. In certain situations, such as when any of the significance tests are satisfied at 40 per cent or higher, the issuer may be requested to include in the prospectus audited financial statements of the business for a subsequent period of at least six months on which the auditor’s report contains no reservation of opinion and the business is not seasonal.
  5. Considerations relevant to granting an exemption from the requirement to include interim financial statements for the comparable period in the immediately preceding financial year may include the fact that an acquired business was, before the filing of the prospectus, a private entity that did not prepare interim financial statements.
  6. If an issuer acquired a business or is proposing to acquire a business, considerations relevant to granting an exemption from the requirement to include financial statements of the business for one or more years required to be included in the prospectus may include the following:
    1. The business’s historical accounting records have been destroyed and cannot be reconstructed. In this case, as a condition of granting the exemption, the issuer may be requested by the Commission to
      1. represent in writing to the Commission, no later than the time the preliminary prospectus is filed, that the issuer made every reasonable effort to obtain copies of, or reconstruct, the historical accounting records necessary to prepare and audit the financial statements, but such efforts were unsuccessful; and
      2. disclose in the prospectus the fact that the historical accounting records have been destroyed and cannot be reconstructed.
    2. The business has recently emerged from bankruptcy and current management of the business and the issuer is denied access to the historical accounting records necessary to audit the financial statements. In this case, as a condition of granting the exemption, the issuer may be requested by the Director to
      1. represent in writing to the Commission, no later than the time the preliminary prospectus is filed, that the issuer has made every reasonable effort to obtain access to, or copies of, the historical accounting records necessary to audit the financial statements but that such efforts were unsuccessful;
      2. disclose in the prospectus the fact that the business has recently emerged from bankruptcy and current management of the busi ness and the issuer are denied access to the historical accounting records.
    3. The business has undergone a fundamental change in the nature of its business or operations affecting a majority of its operations and all, or substantially all, of the executive officers and directors of the company have changed. The evolution of a business or progression along a development cycle will not be considered to be a fundamental change in an issuer’s business or operations. Relief from the requirement to include audited financial statements of the business for the year in which the change in operations occurred, or for the most recently completed financial year if the change in operations occurred during the business’s current financial year, generally will not be granted.
Part 4 Gaap, Gaas And Auditor’s Reports
1. Foreign Gaap
  1. Subsection 9.1(2) of the Rule provides that if a person or company is incorporated or organized in a foreign jurisdiction, the financial statements of the person or company included in the prospectus shall be prepared in accordance with either Canadian Gaap or foreign Gaap. Foreign Gaap is defined in the Rule to mean a body of generally accepted accounting principles, other than Canadian Gaap, that are as comprehensive as Canadian Gaap.
  2. The Commission is of the view that foreign Gaap are as comprehensive as Canadian Gaap if the foreign Gaap cover substantially the same core subject matter as Canadian Gaap, including recognition and measurement principles and disclosure requirements.
  3. The Rule permits foreign Gaap to be used only if the notes to the financial statements explain and quantify the effect of material differences between the foreign Gaap and Canadian Gaap that relate to measurements and provide disclosure consistent with Canadian Gaap requirements. The Commission expects that in most cases the reconciliation will be adequate to ensure clear and understandable disclosure for investors in Canada, unless the differences are so pervasive as to render the financial statements misleading.
2. Foreign Auditors and Foreign Gaas
  1. The Rule requires financial statements in a prospectus to be accompanied by an auditor’s report which by definition is prepared in accordance with generally accepted auditing standards. The Rule permits the financial statements of foreign issuers to be audited in accordance with generally accepted auditing standards other than those applied in Canada, if those auditing standards are substantially equivalent to Canadian auditing standards.
  2. Issuers should recognize that subsection 61(2) of the Act requires the Director not to issue a receipt for a prospectus if it appears to the Director that a person or company who has prepared any part of the prospectus or is named as having prepared or certified a report used in connection with a prospectus is not acceptable. Therefore, under section 9.4 of the Rule, the foreign auditor’s report must be accompanied by a statement confirming that the auditing standards applied are substantially equivalent to Canadian Gaas. The statement must also disclose any material differences in the form and content of the foreign auditor’s report.
  3. The Commission is of the view that in order for auditing standards to be substantially equivalent to Canadian Gaas, they must require underlying audit work that is comparable in scope, nature and timing to the work required in connection with an audit in accordance with Canadian Gaas. For example, auditing standards of foreign jurisdictions such as the United States are known to the Commission to be substantially equivalent to the standards of the Cica. Foreign issuers using auditors from foreign jurisdictions, with auditing standards and supervision that are less well known to the Commission, are encouraged to consult with staff of the Commission in advance of filing a preliminary prospectus to resolve uncertainty as to whether the Commission will consider a particular auditor or auditing standards to be acceptable.
  4. In making a determination of whether the foreign auditing standards applied are substantially equivalent to Canadian Gaas, auditors are referred, in particular, to the general standard of Canadian Gaas as set out in section 5100 of the Handbook and its reference to an auditor’s “objective state of mind”. This standard, when read together with the objectivity standard for auditors contained in the standards of professional conduct applicable to Canadian auditors in each jurisdiction, emphasizes the importance of the independence of the auditor. In the view of the Commission, auditor independence is an essential element of Canadian Gaas which should be reflected, among other things, in the foreign Gaas applied in order for the foreign Gaas applied and Canadian Gaas to be considered substantially equivalent.
  5. Subsection 13.2(2)7 of the Rule requires an issuer, if a financial statement included in a prospectus has been prepared in accordance with foreign Gaap or includes a foreign auditor’s report, to deliver a letter from the auditor that discusses the auditor’s expertise to audit the reconciliation of foreign Gaap to Canadian Gaap and, in the case of foreign Gaas other than U.S. Gaas applied by a U.S. auditor, to make the determination that foreign Gaas applied are substantially equivalent to Canadian Gaas. This provision requires that this comfort letter be delivered with the preliminary prospectus to better facilitate timely resolution of any issues.
3. Auditor’s Comfort Letters - Subparagraph 1(i) of subsection 13.3(2) of the Rule requires a comfort letter to be delivered to the Commission from the auditor of the issuer or the business, as applicable, if an unaudited financial statement of an issuer or a business is included in a final prospectus. If unaudited financial statements of the issuer or the business for more than one interim period are included in the prospectus, a comfort letter with respect to each unaudited financial statement must be delivered. If an unaudited financial statement presents the results of the issuer or the business for the most recently completed interim period and the cumulative results for the current financial year up to the last day of the most recently completed interim period, a comfort letter with respect to both the interim and cumulative periods, including any comparative periods presented, must be delivered.
Part 5 General Requirements As To Filing And Amendments
1. Certificate by Issuer - Subsection 58(1) of the Act provides that a prospectus must contain a certificate in the prescribed form signed by the chief executive officer, the chief financial officer and, on behalf of the board of directors, any two directors of the issuer (other than the chief executive officer and the chief financial officer) duly authorized to sign. Where an issuer has only three directors, two of whom are the chief executive officer and the chief financial officer, subsection 58(3) provides that the certificate may be signed by all the directors. The Commission is of the view that section 58 requires that the positions of the chief executive and chief financial officers must be held by two individuals.
2. Consents of Lawyers - The names of lawyers or legal firms frequently appear in prospectuses in two ways. First, the underwriters, the issuer and selling security holders may name the lawyers upon whose advice they are relying. Second, the opinions of counsel that the securities may be eligible for investment under certain statutes may be expressed or opinions on the tax consequences of the investment may be given. In the first case, the Commission is of the view that the lawyer is not, in the words of subsection 13.4(1) of the Rule, named as having prepared or certified a part of the prospectus and is not named as having prepared or certified a report or valuation referred to in the prospectus. Accordingly, the written consent of the lawyer contemplated by subsection 13.4(1) of the Rule is not required. In the second case, because the opinions or similar reports are prepared for the purpose of inclusion in the prospectus, the Commission is of the view that subsection 13.4(1) applies and the consent is required.
3. Material Contracts - Section 13.6 of the Rule requires an issuer to make available all material contracts referred to in a prospectus. The Commission recognizes that certain material contracts or portions thereof may contain sensitive operational or financial information, disclosure of which would be competitively disadvantageous or otherwise detrimental to the issuer. The Director will consider granting relief from the requirement to make these contracts available for public inspection if disclosure would be unduly detrimental to the issuer and the disclosure would not be necessary in the public interest.
4. Filed or Delivered - The Act makes a distinction between material that is required to be “filed” with the Commission and material that is required to be “delivered” to the Commission. Section 140 of the Act requires that material filed pursuant to Ontario securities law be made available by the Commission for public inspection, unless the Commission decides to hold the material in confidence because the material “discloses intimate financial, personal or other information”; and the desirability of avoiding disclosure in the interests of any person or company affected outweighs the desirability of adhering to the principle that material filed with the Commission be available to the public for inspection. Material that is delivered to the Commission is not required under the Act to be made available for public inspection, but the Commission may choose to make such material available for public inspection. Ontario Securities Commission Policy 2.2, Public Availability of Material Filed Under the Securities Act, discusses the views of the Commission regarding this matter. This policy is under review and may be subject to change.
  
  Subsection 13.2(2)4 of the Rule requires that an issuer “deliver” to the Commission concurrently with the filing of the preliminary prospectus copies of all material contracts to which the issuer is a party and a copy of each report or valuation referred to in the preliminary prospectus for which a consent is required to be filed under the Rule (other than technical reports dealing with a mineral project or oil and gas operations of an issuer which are required to be filed with the preliminary prospectus). Subject to requests for confidentiality, each of these documents will be made public at the end of the filing process when a receipt is issued for a final prospectus.
5. Response Letters and Marked-up Copies - The Commission recommends that a response to a comment letter for a preliminary prospectus include draft wording for the proposed changes to be reflected in the prospectus. When the comments of the various securities regulators have been resolved, a draft of the prospectus with all proposed changes from the preliminary prospectus should be clearly marked and submitted as far as possible in advance of the filing of final material. These procedures may prevent delay in the issuing of a receipt for the prospectus, particularly if the number or extent of changes are substantial.
6. Disclosure of Investigations or Proceedings
  1. Subsection 61(1) of the Act provides that, subject to subsections 61(2) and 63(4), the Director shall issue a receipt for a prospectus unless it appears that it would not be in the public interest to do so. The existence of an ongoing or recently concluded investigation or proceeding relating to an issuer, a promoter, a controlling shareholder, director or officer of the issuer or an underwriter or other person or company involved in a proposed distribution will be considered by the Director in determining if the Director should refuse to issue a receipt for the prospectus. That decision will be made on a case by case basis and will depend upon the facts known at the time.
  2. If the facts and circumstances do not warrant the denial of a receipt for a prospectus, the Act nonetheless imposes a statutory obligation to provide full, true and plain disclosure of all material facts relating to the securities issued or proposed to be issued by the prospectus. Disclosure of an ongoing or recently concluded investigation or proceeding relating to a person or company involved in a proposed distribution may be necessary to meet this standard. The circumstances in which disclosure will be required and the nature and extent of the disclosure will also be determined on a case by case basis. In making this determination, all relevant facts, including the allegations that gave rise to the investigation or proceeding, the status of the investigation or proceeding, the seriousness of the alleged breaches that are the subject of the investigation or proceeding and the degree of involvement in the proposed distribution by the person or company under investigation will be considered.
7. Filing of Advertising and Sales Literature - The Director may request that an issuer file a copy of all advertising and sales literature that will be used in connection with the distribution in Ontario of the securities distributed under the prospectus.
8. Amendments to a Preliminary Prospectus
  1. Subsection 57(1) of the Act provides that if a material adverse change occurs after a receipt for a preliminary prospectus is obtained, an amendment to the preliminary prospectus shall be filed as soon as practicable and in any event within 10 days after the change occurs. Section 13.7 of the Rule contains additional provisions concerning amendments. In the Commission’s view, if a preliminary prospectus indicates the number or value of the securities to be distributed under the prospectus, an increase in the number or value is, absent unusual circumstances, unlikely to constitute a material adverse change requiring an amendment to the preliminary prospectus.
  2. In the Commission’s view, if, after filing a preliminary prospectus, an issuer decides to attach or add to the securities offered under a prospectus a right to convert into, or a warrant to acquire, the security of the issuer being offered under the preliminary prospectus, the attachment or addition of the conversion feature or warrant is, absent unusual circumstances, unlikely to constitute a material adverse change requiring an amendment to the preliminary prospectus.
  3. Subsection 53(1) provides that no person or company shall trade in a security where such a trade would be a distribution of such security, unless a preliminary prospectus and a prospectus have been filed and receipts therefor obtained from the Director. The Commission is of the view that if an issuer intends to add a new class of securities to the distribution being effected by the prospectus after the preliminary prospectus has been filed and receipted, an issuer must file an amended and restated preliminary prospectus.
9. Changes to the Offering - Issuers are reminded that any changes to the terms or conditions of the security being distributed, such as the deletion of a conversion feature, may constitute a material adverse change requiring an amendment to the preliminary prospectus.
10. Confidential Material Change Reports - In the view of the Commission, if an issuer has a confidential material change report on file with any Canadian securities regulatory authority at the time that it is contemplating a distribution, or if circumstances arise that cause an issuer to file a confidential material change report during the distribution period of securities under a prospectus, the issuer should cease all activities related to the distribution until
  1. the material change is generally disclosed in the prospectus, or if the prospectus has been filed, a prospectus amendment is filed, if required; or
  2. the circumstances that gave rise to the confidential material change have changed or the proposed transaction constituting the material change has been rejected and the issuer has so notified the Commission.
  If the Director is aware that a distribution is taking place while the issuer has a confidential material change report on file, the Director may take steps to cease trade the distribution if it considers it appropriate.
11. Registration Requirement - Issuers filing a preliminary prospectus or prospectus and other market participants are reminded to ensure that members of underwriting syndicates are in compliance with registration requirements under Canadian securities legislation in each jurisdiction in which syndicate members are participating in the distribution of securities under the prospectus.
Part 6 Procedures For Granting Of Receipts
1. Extension of 90 Day Period for Issuance of Final Receipt
  1. The effect of subsection 14.1(2) of the Rule is to make it possible for the Director to close inactive files, and more importantly, to ensure that issues are not being marketed by means of preliminary prospectuses containing outdated information. It should be noted that Part 15 of the Rule gives the Director discretion to exempt the issuer from compliance with any provision of section 14.1 of the Rule if the Director is satisfied that there is sufficient justification for so doing.
  2. If the period between the issuance of the receipt for the preliminary prospectus and the prospectus exceeds 90 days by more than a few days, the Director will normally consider it to be in the public interest that either an amended preliminary prospectus containing updated information or a new preliminary prospectus be filed with the Commission.
  3. The Commission is of the view that the Director should not permit an amended preliminary prospectus to be used to extend the 90 day period unless the issuer is continuing to use its best efforts to finalize and file the prospectus and obtain a receipt.
2. Project Financings - Certain project financings are made by issuers that are unincorporated associations or co-tenancies comprised of security holders. In the view of the Commission, it is not appropriate for an unincorporated association or cotenancy comprised of security holders to be responsible for compliance with the continuous disclosure obligations under the Act, including financial reporting requirements, given the passive nature of the investment and the absence of directors and officers who might appropriately assume this responsibility. The Commission would not normally consider it to be in the public interest to issue a receipt for a prospectus unless the constating documents of the issuer designate the person to be responsible for the day to day operations of the issuer including fulfilling continuous disclosure obligations.
3. Minimum Amount of Funds - Item 19.5 of Form 41-501F1 requires a prospectus to state that if a minimum amount of funds specified in a prospectus is not raised within 90 days from the date of the prospectus, and if each of the persons or companies who subscribed during that period have not consented to an extension of that period, the funds actually received from subscribers shall be returned to the subscribers unless the subscribers have otherwise instructed the depository. The 90 day period does not restart if an amendment to the prospectus is filed.

Notes

This decision chart provides general guidance and should be read in conjunction with Rule 41-501 and Companion Policy 41- 501CP. No reference is made to pre-acquisition periods for the sake of simplicity.
If an acquisition of related businesses constitutes a significant acquisition when the results of the related businesses are combined, the required financial statements shall be provided for each of the related businesses.

Appendix B - Illustrative Examples

The following examples illustrate the application of certain parts of the Rule in determining the financial statements which should be included in a prospectus based on the specific facts and circumstances of the example. Selected explanations are provided to clarify the outcome or results in some cases. The subheading “variations” describes how the requirements would change given a change in certain facts.

Unless otherwise stated, the Issuer is assumed to have a December 31 year end.

Unless otherwise stated, neither the Issuer nor a business is a junior issuer.

Terms and references used throughout the examples are defined as follows:

Year 1 - refers to the current year.
Year 2 - refers to the year immediately preceding Year 1.
Year 3 - refers to the year immediately preceding Year 2.
Year 4 - refers to the year immediately preceding Year 3.

Q1 - refers to the first quarter or 3-month period of a year.
Q2 - refers to the second quarter or 3-month period of a year.
Q3 - refer to the third quarter or 3-month period of a year.

Company A or B or C, etc - refers to a completed or probable acquisition of a business.

Example 1 - Significant Acquisition Of A Company In Year 1

Assumptions:

The Issuer files a prospectus on June 15, Year 1.
The Issuer acquired Company A on April 15, Year 1.
Company A has a December 31 year end.
Company A’s financial statements for the year ended December 31,
Year 2 have been audited.
Company A’s financial statements for Q1-Year 1 were filed before the preliminary prospectus is filed.

The significance tests under subsection 2.2(2) of the Rule are applied using the audited financial statements of the Issuer and Company A for the year ended December 31, Year 2. Company A is determined to be significant at 65%, 55% and 35% based on the income test, the investment test, and the asset test, respectively.

Financial Statement Requirements:

The preliminary prospectus filed on June 15 should include the following financial statements:

Issuer:

Audited statements of income, retained earnings and cashflows
for years 2, 3 and 4.
Audited balance sheets for years 2 and 3.

Unaudited statements of income, retained earnings and
cashflows for Q1 of years 1 and 2.
Unaudited balance sheet as at March 30, Year 1.

Pro forma income statements for Year 2 and Q1- Year 1.
Each pro forma income statement is prepared to give
effect to the acquisition of Company A as if it had
occurred on January 1, Year 2.
Pro forma balance sheet to give effect to the acquisition of Company A as if it had occurred on March 30 -Year1.

Company A

Audited financial statements for Years 2, 3 and 4.
Unaudited statements of income, retained earnings and
cash flows for Q1 - Years 1 and 2.
Unaudited balance sheet as at March 30, Year 1.

Explanations:

Financial statements would be required for three years which corresponds the level of significance, as outlined in section 6.6 of the Rule.
A pro forma balance sheet is required because the March 30, Year 1 balance sheet of the Issuer does not reflect the acquisition.

Variations:

If the Issuer filed its prospectus on April 15, it would be unnecessary to include the Q1 financial statements of the Issuer, including the pro forma financial statements, unless those financial statements had been filed, because April 15 is not more than 60 days from March 30, the last day of Q1.
If the Issuer filed its final prospectus on September 10^th, the Rule would require it to include in the prospectus its unaudited financial statements for Q2-Year1 because the interim period ended more than 60 days from the date of the prospectus. The Issuer would be required to update all disclosure in the prospectus, including the pro forma financial statements for the interim period, to reflect the Q2 results.
Junior Issuer - If Company A was a junior issuer and its financial statements for Years 3 and 4 had not been audited, then the financial statements for those years could be included in the prospectus without an auditor’s report. If, however, an auditor had been engaged to audit Year 3 or 4, then the Issuer must include in its prospectus the auditor’s report issued on those financial statements, regardless of the fact that Company A is a junior issuer.

Example 2 - Re-Calculating The Significance Of An Acquisition And Preparing Pro Forma Financial Statements When The Year End Of The ISSUER AND THE BUSINESS DIFFER BY MORE THAN 93 DAYS

Assumptions:

The Issuer files a prospectus on April 15, Year 1.
The Issuer acquired Company A on November 15, Year 2.
Company A is a public company.
Company A’s year end is June 30.
Company A’s financial statements for the year ended June 30, Year 2 have been audited.
Company A filed its Q1-Year 2 financial statements on October 31.

Note: Company A’s fiscal Year 1 begins on July 1 of the Issuer’s fiscal Year 2 which is also the calendar year. For simplicity, reference is made to calendar years only. For example, Company A’s Q1 financial statements for its fiscal Year 1 are referred to as its Q1-Year 2 financial statements.

The significance tests are applied using the Issuer’s audited financial statements for the year ended December 31, Year 3 and Company A’s audited financial statements for the year ended June 30, Year 2. Company A is determined to be significant at 55% based on the Income test.

Company A became the Issuer’s Subsidiary A following the acquisition. Subsidiary A operates much as it did prior to the acquisition and has not been restructured by the Issuer. Separate financial records are maintained.

The Issuer recalculated the significance of Subsidiary A based on the Issuer’s financial statements for the year ended December 31, Year 2 after deconsolidating the results of Subsidiary A from the date of acquisition. For the purpose of applying the significance tests at this second date, December 31, Year 2, the financial results of Subsidiary A for the period January 1 to December 31, Year 2 were used. As a result of the calculations, Subsidiary A is significant at 46% based on the income test.

Financial Statement Requirements:

The prospectus filed on April 15 should include the following financial statements:

Issuer:

Audited statements of income, retained earnings and cash flows for the years ended Years 2, 3 and 4. Audited balance sheets as at December 31, Years 2 and 3.

Company A:

Audited statements of income, retained earnings and cash flows for the years ended June 30, Years 2 and 3. Audited balance sheets as at June 30, Years 2 and 3. Unaudited statements of income, retained earnings and cash flows for Q1- Years 2 and 3. Unaudited balance sheet as at June 30, Year 2.

Pro forma Income Statement

In addition to the financial statements listed above, a pro forma income statement of the Issuer must be included in the prospectus. A pro forma balance sheet is not required because the acquisition occurred prior to December 31, Year 2, the most recent balance sheet of the Issuer included in the prospectus. The December 31 year end of the Issuer and the June 30 year end of Company A (prior to the acquisition) differ by more than 93 days. The following alternatives are some of those available to the Issuer for the purpose of preparing a pro forma income statement:

Prepare an income statement for Company A for the period January 1, Year 2 to November 14 and compile these results with the Issuer’s audited consolidated income statement for the year ended December 31, Year 2. A comfort letter would be filed with the Securities Regulator(s) in connection with Company A’s income Statement
Prepare an income statement for Company A for the period October 1, Year 3 to September 30, Year 2 which period ends not more than 93 days from December 31. This may be accomplished by starting with Company A’s income statement for the year ended June 30, Year 2, deducting Q1 of that year (July 1 to September30 , Year 3) and adding Q1 of fiscal year 1 (July 1 to September 30, Year 2). Deduct the post-acquisition results of Subsidiary A from the Issuer’s consolidated income statement for the year ended December 31, Year 2. Compile the two income statements. A comfort letter would be filed with the securities regulators with respect to both the Issuer’s deconsolidated income statement and Company A’s constructed income statement.
Prepare an income statement for Company A for the period January 1, Year 2 to September 30, Year 2 and add this to the Issuer’s consolidated income statement for the year ended December 31, Year 2. The results of Company A for the period October 1 to October 31 would have to be included as a separate column in the pro forma income statement. A comfort letter would be filed with the Securities Regulator(s) in connection with Company’s A income statement for the period January 1 to September 30 and with respect to the results for the stub period October 1 to November 14, either separately or on a combined basis.
Prepare an income statement for Company A for the period April 1, Year 2 to March 30, Year 2 and add this to the Issuer’s consolidated income statement for the year ended December 31, Year 3. A comfort letter would be filed with the securities regulator(s) in connection with Company’s A income statement for the 12 months ended March 30, Year 2.

Variations:

Historical Financial Statements of Company A to be included in the Prospectus - If Company A’s year end was December 31 and pre-acquisition financial statements for the period January 1 to November 14, Year 2 were prepared and audited, assuming Company A is significant at the 46% threshold, the audited financial statements for the 10.5 month period ended November 14 would have satisfied the requirement for one of the two years of audited financial statements otherwise required because they are audited and for a period greater than 9 months. The prospectus would also include audited financial statements of Company A for the year ended December 31, Year 3 however, no interim financial statements would be required.
Pro forma Income Statement - If Company A’s year end was December 31, a pre-acquisition income statement for the period January 1 to November 14 could have been prepared and compiled with the Issuer’s audited consolidated income statement for the year ended December 31, Year 2. No other interim financial statements would be required, other than the Year 3 comparative financial statements.

Example 3 - Preparing Pro Forma Financial Statements To Give Effect To A Business Acquired During The Issuer’s Current Year When The Year ENDS OF THE ISSUER AND THE BUSINESS DIFFER BY MORE THAN 93 DAYS.

Assumptions:

The Issuer files a prospectus June 10, Year 1.
The Issuer acquired Company A on April 5, Year 1.
The Issuer filed its Q1-Year 1 interim financial statements on May 30.
Company A is a public company.
Company A’s year end is May 30.
Company A’s financial statements for the year ended April 30, Year 1 are not audited as at the time the prospectus is filed.
Company A filed its Q3-Year 1 interim financial statements on April 29, Year 1.
Company A is determined to be significant at 44%.

Financial Statement Requirements:

The preliminary prospectus filed on June 10 should include the following financial statements:

Issuer:

Audited statements of income, retained earnings and cash flows for the years ended December 31, Years 2, 3 and 4. Audited balance sheets as at December 31, Years 2 and 3. Unaudited statements of income, retained earnings and cash flows for Q1- Years 1 and 2. Unaudited balance sheet as at March 31, Year 1.

Company A:

Audited statements of income, retained earnings and cash flows for the years ended April 30, Years 2 and 3. Audited balance sheets as at April, Years 2 and 3. Unaudited statements of income, retained earnings and cash flows for Q3-Years 1 and 2. Unaudited balance sheet as at February 28, Year 1.

Pro forma Financial Statements

In addition to the financial statements listed above, the following pro forma financial statements of the Issuer are required to be included in the prospectus because the acquisition occurred subsequent to the date of the most recent financial statements of the Issuer included in the prospectus:

A pro forma balance sheet as at March 31, Year 1.
A pro forma income statement for the year ended December 31, Year 2.
A pro forma income statement for the 3 months ended March 31, Year 1.

The December 31 year end of the Issuer and the April 30 year end of Company A (prior to the acquisition) differ by more than 93 days. The pro forma balance sheet should be prepared as follows:

Pro forma balance sheet - Combine the Issuer’s balance sheet as at March 30, Year 1 with Company A’s balance sheet as at February 28, Year 1.

The following is one alternative available to the Issuer for preparing the pro forma income statements:

Pro forma income statement for the year ended December 31, Year 2 - Combine the Issuer’s audited income statement for the year ended December 31, Year 2 with the 12 month income statement of Company A for the period March 1, Year 2 to February 28, Year 1.

Pro forma income statement for the 3 months ended March 31, Year 1 - Combine the Issuer’s Q1- Year 1 income statement with the income statement of the Issuer for the three month period ended February 28, Year 1.

The 12 month and 3 month pro forma income statements should be prepared to give effect to the acquisition of Company A as if it occurred on January 1, Year 2. Each pro forma income statement includes results of Company A for the period December 1, Year 2 to February 28, Year 1. The notes to the pro forma financial statements should disclose the fact that the results of Company A for the 3 months ended February 28, Year 1, which were used to prepare the 3 month pro forma income statement, are also included in the 12 month pro forma income statement. The overlapping period is Company A’s third quarter, the results of which are fully disclosed in the 3 month pro forma income statement therefore, it is unnecessary to provide additional disclosure about the revenue, expenses, gross profit or income from continuing operations.

Example 4 - Application Of The Significance Tests For Individually Insignificant Acquisitions - All Companies Have Income From Continuing Operations

Assumptions

The Issuer acquired five companies, A, B, C, D and E, during Year 2, its most recently completed financial year. The Issuer files a prospectus on April 15, Year 1. Each company reported net income from continuing operations during its most recently completed year ended before the date of the acquisition.

Discussion

Section A of the following table presents the consolidated assets and consolidated net income from continuing operations of each company as reported on the audited financial statements of each company for its most recently completed financial year ended prior to the date of its acquisition by the Issuer. The “investment” column presents the Issuer’s consolidated investments in and advances to each company as at the date of its acquisition by the Issuer. Section B presents the individual significant of each acquisition as a results of applying the significance tests. Each company acquired is individually insignificant. However, on a combined basis, the acquisitions are significant, satisfying the asset, income and investment tests at 40%, 50% and 75%, respectively.

Title:Application Of The Significance Tests For Individually Insignificant Acquisitions - All Companies Have Income From Continuing Operations - Description: example of

The investment test is satisfied at the highest percentage. As a result, the Issuer should include in its prospectus audited financial statements of those companies which comprise at least 50% of the total investment in all five companies acquired - i.e. 50% of $3,000 or $1,500.

The following table shows some of the combinations of the companies’ financial statements which the Issuer may include in its prospectus. Column B shows the Issuer’s combined investments in and advances to the companies identified in column A. Column C shows that the combined investments in and advances to each combination of companies represents more than 50% of the Issuer’s investments in and advances to all five companies acquired. The Issuer should include in its prospectus audited financial statements for each of the companies in the selected combination for the most recently completed financial year and the most recently completed interim period of the company, which ended more than 90 and 60 days before the date of the prospectus, respectively, and before the date of the acquisition.

Title: Application Of The Significance Tests For Individually Insignificant Acquisitions - All Companies Have Income From Continuing Operations - Description: The following table shows some of the combinations of the companies’ financial statements which the Issuer may include in its prospectus

Example 5 - Application Of The Significance Tests For Individually Insignificant Acquisitions When Some Of The Companies Have Losses From Continuing Operations

Assumptions

The Issuer acquired seven companies, A, B, C, D, E, F and G during Year 2, its most recently completed financial year. The Issuer files a prospectus on May 20, Year 1. Companies A, C, E, and G reported net income from continuing operations during its most recently completed year ended before the date of the acquisition while companies B, D and F reported net losses from continuing operations.

Discussion

Section A of the following table shows the consolidated net income or net loss reported by each company acquired by the Issuer during the most recently completed financial year of the company ended before the date of the acquisition. For the purposes of calculating the significance of each company, the companies have been segregated. Section B includes the companies which reported consolidated net income The second column of sections B and C illustrate that each company is individually insignificant based on the income test. However, in aggregate, the companies reporting net income are significant at 65% while those reporting net losses are significant at 46%, based on the absolute value of the aggregate net losses. As a result, companies A through G inclusive, are significant at 65% and financial statements should be provided for any combination of companies whose aggregate net income is at least $485 (ie. 50% of $970). The combination of companies should be selected using the absolute value of any net losses.

The Issuer should include in its prospectus audited financial statements for each of the companies in the selected combination for the most recently completed financial year and the most recently completed interim period of the company, which ended more than 90 and 60 days before the date of the prospectus, respectively, and before the date of the acquisition.

Note that if the aggregate significance under both sections B and C was less than 50%, then no financial statements of any of the companies would be required.

Title:Application Of The Significance Tests For Individually Insignificant Acquisitions When Some Of The Companies Have Losses From Continuing Operations - Description: example of

(6792) 52

Order in Council

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that

the works of art or objects of cultural significancelisted in Schedule “A” attached hereto, which works or objects are to be on temporary exhibition at the Royal Ontario Museum in Toronto pursuant to an agreement between the Royal Ontario Museum and San Antonio Museum of Art and The Walters Art Gallery and related agreements between San Antonio Museum of Art, The Walters Art Gallery, Los Angeles County Museum of Art and Brooklyn Museum of Art and the folowing Lenders:

Institute of Archeology of the National Academy of Science of Ukraine
The National Historical Museum of Ukraine, acting on behalf of itself and on behalf of the Museum of the Historical Treasures of Ukraine; and
State Historical and Art Preserve, Pereiaslav-Khmel’nyts’kyi, Ukraine are hereby determined to be of cultural significance and the temporary exhibition of same in Ontario to be in the interest of the people of Ontario in accordance with the provisions of subsection 1(1) of the Foreign Cultural Objects Immunity from Seizure Act, R.S.O 1990, c.F.23.

Recommended

Helen Johns,
Minister of Citizenship, Culture and Recreation

Concurred
R. W. Runciman,
Chair of Cabinet

Approved and Ordered, January 13, 2000.

Hilary M. Weston,
Lieutenant Governor

Schedule A

Objects On Loan To Legacy In Gold: Scythian Treasures From Ancient Ukraine

Institute of Archaeology of the National Academy of Science of Ukraine

Objects On Loan To Legacy In Gold: Scythian Treasures From Ancient Ukraine">

	Item	Maker	Medium	Origin of Object	Inventory Number
1.	Bridle and whip ornaments, 9^th8^th century B.C	Cimmerian	Bone	Kurhan near village of Zil’ne Krym	AM657; Am 658
2.	Sword and scabbard tip (Buteroll), 9^th - 8^th century B.C.	Cimmerian	Iron and bronze	Subotiv, Cherkas’ka Oblast’	Z/777/115
3.	Dagger w/ scabbard ornament, Late 7^th century B.C.	Scythian	Bronze, iron	Repiakhuvata Mohyla, near village of Matusiv, Cherkas’ka Oblast’	Z/857/80; Z/857/81
4.	Headdress (parts of reconstruction: 243 items), ca. 350 B.C.	Scythian	Gold, cloth	Tetianyna Mohyla, Dnipropetrovs’ka Oblast’	Z-1204, 1210, 1214, 1215, 1218, 1222-1224, 1226, 1227, 1237, 1242, 1243, 1245, 1253, 1255-1259, 1261, 1265, 1268, 1274, 1279, 1280, 1283, 1289-1419, 1421-1503
5.	Pair of shoes (parts of reconstruction: 22 items), ca. 350 B.C.	Scythian	Gold, woolen cloth	Tetianyna Mohyla, Dnipropetrovs’ka Oblast’	Z-1181, 1183-1188, 1192, 1194-1196, 1198-1200, 1202, 1203, 1205-1209, 1212
6.	Two horse bits, Late 7^th century B.C.	Scythian	Bronze	Repiakhuvata Mohyla, near village of Matusiv, Cherkas’ka Oblast’	Z/857/18; Z/857/59
7.	Frontlet in the form of a fish, 4^th century B.C.	Scythian	Gold	Taranova Mohyla, Inhulo- Kamianka, Kirovohrads’ka Oblast’	Z-15
8.	Krater fragment, ca. 575 - 550 B.C.	Greek	Terracotta	Berezan’ Island, Mykolayivs’ka Oblast’	Am 1021/6156
9.	Black-figure vase from Berezan, ca. 575 - 550 B.C.	Greek	Terracotta	Berezan’ Island, Mykolayivs’ka Oblast’	Am 983/6155
10.	Two amphoras, ca. 450 - 400 B.C.	Greek	Clay	Kurhan 13, near village of Velyka Znamianka, Zaporizhs’ka Oblast’	5/X/8, 5/X/11
11.	Ring made from coin of Pantikapaion, ca. 350 - 300 B.C.	Scythian	Gold	Velykyi Ryzhanivs'kyi Kurhan, near village of Ryzhanivka, Cherkas’ka Oblast’	KP-708/1
12.	Necklace with female pendants (119 items), ca. 325 B.C.	Scythian	Gold	Kurhan Ohuz, Khersons’ka Oblast'	Z-891 to Z-1009
13.	Necklace with amphora pendants, ca. 350 - 300 B.C.	Scythian	Gold	Kurhan 13, near Ordzhonikidze.Dnipropetrous’ kaoblast’. Excavated by S.R. Polin and A.V. Nikolova, 1998	KP-722/4-73
14.	Headdress pendants, ca. 350 – 300 B.C.	Scythian	Gold	Kurhan 13, nearOrdzhonikidze.Dnipropetrous’kaoblast’. Excavated by S.R. Rolin and A.V. Nikolova,1998	KP-722/2-3
15.	Hat (reconstruction: 76 pieces total); a,b: band, (11pieces); c: plaque (33) with image of malehead; d: plaques (31) with image of animal mask, ca.350 - 325BC	Scythian	Gold		Z-1669; Z-1670-1680; Z-1681-1713; Z-1714- 1744
16.	Two gold plaques with lotus ornament, c. 325 B.C.	Scythian	Gold	Kurhan Ohuz, near Nyzhni Sirohozy, Khersons’ka Oblast’	Z-464, 464
17.	Cup with horses, 5^th century B.C.	Scythian	Gold, amber, glass	Bratoliubivs’kyi Kurhan, near village of Ol’hyne, Khersons’ka Oblast’	Z-4117
18.	Necklace with horse-head terminals, 5^th cenury B.C.	Scythian	Gold	Bratoliubivs’kyi Kurhan, near village of Ol’hyne, Khersons’ka Oblast’	Z-4122
19.	Finial, 5^th century B.C.	Scythian	Gold	Bratoliubivs’kyi Kurhan, near village of Ol’hyne, Khersons’ka Oblast’	Z-4116
20.	Roundel with Herakles, ca. 350 - 300 B.C.	Scythian	Silver, gilding	Babyna Mohyla, near village of Taraso-Hryhorivka, Dnipropetrovs’ka Oblast’	KP-IV-281
21.	Roundel with Herakles, ca. 350 - 300 B.C.	Scythian	Silver, gilding	Babyna Mohyla, near village of Taraso-Hryhorivka, Dnipropetrovs’ka Oblast’	KP-IV-385
22.	Roundel with male head, ca. 350 - 300 B.C	Scythian	Silver	Babyna Mohyla, near village of Taraso-Hryhorivka, Dnipropetrovs'ka Oblast'	KP-IV-384
23.	Roundel with male head, ca. 350- 300 B.C	Scythian	Silver, gilding	Babyna Mohyla, near village of Taraso-Hryhorivka, Dnipropetrovs’ka Oblast’	KP-IV-384
24.	Roundel with Herakles and Cerberus, ca. 350-300 B.C.	Scythian	Silver	Babyna Mohyla, near village of Taraso-Hryhorivka, Knipropetrovs’ka Oblast’	KP-IV-386
25.	Roundel with Herakles and Nemean lion, ca. 350-300 B.C.	Scythian	Silver	Babyna Mohyla, near village of Taraso-Hryhorivka, Dnipropetrovs’ka Oblast’	KP-IV-282
26.	Roundel with Scylla, ca. 350-300B.C.	Scythian	Silver	Babyna Mohyla, near village of Taraso-Hryhorivka, Dnipropetrovs’ka Oblast'	KP-IV-283 B/2
27.	Roundel with Scylla, ca. 350-300 B.C.	Scythian	Silver	Babyna Mohyla, near village of Taraso-Hryhorivka , Dnipropetrovs’ka Oblast’	KP-IV-283 B/1
28.	Prometopidion with the weary Herakles, ca. 350-300 B.C.	Scythian	Silver	Babyna Mohyla, near village of Taraso-Hryhorivka, Dnipropetrovs’ka Oblast’	KP-IV-283 A
29.	Two objects: 1) Prometopidion with nude youth; 2) Horse frontlet, ca. 350-300 B.C.	Scythian	Silver	Babyna Mohyla, near village of Taraso-Hryhorivka, Dnipropetrovs’ka Oblast’	KP-IV-284
30.	Bridle ornament with snake bodied female, ca. 350-300 B.C.	Scythian	Silver	Babyna Mohyla, near village of Taraso-Hryhorivka, Knipropetrovs’ka Oblast’	KP-IV-286
31.	Two heads in Phrygian caps, ca. 350-300 B.C.	Scythian	Gilt silver	Babyna Mohyla, near village of Taraso-Hryhorivka, Dnipropetrovs’ka Oblast’	KP-IV-272, 275
32.	Ornament with rosette, ca. 350- 300 B.C.	Scythian	Gilt silver	Babyna Mohyla, near village of Taraso-Hryhorivka, Dnipropetrovs’ka Oblast’	KP-IV-259
33.	Plaques for rein with man’s head (7 pieces), ca. 350 - 300 B.C.	Scythian	Silver	Babyna Mohyla, near village of Taraso-Hryhorivka, Dnipropetrovs'ka Oblast'	KP-IV-387
34.	Plaques for rein with lion head (10 pieces), ca. 350 - 300 B.C.	Scythian	Silver	Babyna Mohyla, near village of Taraso-Hryhorivka, Knipropetrovs’ka Oblast’	KP-IV-383
35.	Plaques for rein with gorgon head (11pieces), ca. 350 - 300 B.C.	Scythian	Silver	Babyna Mohyla, near village of Taraso-Hryhorivka, Knipropetrovs’ka Oblast’	KP-IV-388
36.	Open work plaque with female, ca. 350-300 B.C.	Scythian	Gold	Babyna Mohyla, near village of Taraso-Hryhorivka, Dnipropetrovs’ka Oblast’	Z-1745
37.	Plaques from a gorytos, ca. 350- 325 B.C.	Scythian	Gold	Soboleva Mohyla, near village of Hirnyts’ke, Dnipropetrovs’ka Oblast’	Z-1996; Z-1976-1984; Z-1974, Z-1975; Z-1968, Z-1970-1971, 1985, 1973; Z-1969; Z-1986; Z-1987; Z-1989-1991; Z-1993; Z-1988; Z-1972
38.	Plaque from a bow, ca. 350-325 B.C.	Scythian	Gold		Z-1995
39.	Five strips from a whip, ca. 350 - 325 B.C.	Scythian	Gold	Soboleva Mohyla, near village of Hirnyts’ke, Dnipropetrovs’ka	Z-1997
40.	Torque with lions, ca. 350 - 325 B.C.	Scythian	Gold	Soboleva Mohyla, near village of Hirnyts’ke, Dnipropetrovs’ka Oblast’	Z-1825
41.	Two spiral bracelets with wolves, ca. 350 - 325 B.C.	Scythian	Gold	Soboleva Mohyla, near village of Hirnyts’ke, Dnipropetrovs’ka Oblast’	Z-1829; Z-1830
42.	Torque for a child, ca. 350-325 B.C.	Scythian	Gold	Soboleva Mohyla, near village of Hirnyts’ke, Dnipropetrovs’ka Oblast’	Z-2121
43.	Two rings, ca. 350-325 B.C.	Scythian	Gold	Soboleva Mohyla, near village of Hirnyts'ke, Dnipropetrovs'ka Oblast'	Z-1827; Z-1826
44.	Plaques with rosettes and winged beings (three groups @ 30, 71, and 36 per group =137 pieces), ca. 350-325 B.C.	Scythian	Gold	Soboleva Mohyla, near village of Hirnyts’ke Dnipropetrovs’ka Oblast’	Z-1831-1967
45.	Kylix, ca. 350 - 325 B.C.	Scythian	Silver	Soboleva Mohyla, near village of Hirnyts’ke, Dnipropetrovs’ka Oblast’	KP-V-659
46.	Drinking horn, ca. 350 - 325 B.C.	Scythian	Silver, gold	Soboleva Mohyla, near village of Hirnyts’ke, Dnipropetrovs’ka Oblast’	KP-V-660
47.	Vessel with animal combat, ca. 350 - 325 B.C.	Scythian	Silver, gilding	Soboleva Mohyla, near village of Hirnyts’ke, Dnipropetrovs’ka Oblast’	KP-V-661
48.	Vessel, ca. 350-325 B.C.	Scythian	Silver, gilding	Soboleva Mohyla, near village of Hirnyts’ke, Dnipropetrovs’ka Oblast’	KP-V-661-A
49.	Set of horse trappings (7 pieces), ca. 350-325 B.C.	Scythian	Silver	Soboleva Mohyla, near village of Hirnyts’ke, Dnipropetrovs’ka Oblast’	KP-V-664/1,2; 663/1,2; 662/1,2; 665/1
50.	Two plaques from a bridle, ca.350 - 325 BC	Scythian	Silver	Soboleva Mohyla, Dnipropetrovs’ka Oblast’	KP-V-665/2-3

The National Historical Museum of Ukraine

Objects On Loan To Legacy In Gold: Scythian Treasures From Ancient Ukraine">

	Item	Maker	Medium	Origin of Object	Inventory Number
51.	Figural group, 7^th - 6^th century B.C	Scythian	Bronze	Caucasus	B 2699
52.	Figural scepter, 7^th - 6^th century B.C.	Scythian	Bronze	Siberia	B 2336
53.	Openwork belt buckle, 7^th - 5^th century B.C.	Scythian	Bronze	Caucasus (Aul Tseia, North Ossetia)	B 2698
54.	Dagger, 6^th century B.C.	Scythian	Bronze	Kurhan near village of Kamianka, Cherkas’ka Oblast’	B 1029
55.	Belt plaques (frontal lion masks, 6 pieces; profile lion heads, 2 pieces), 5^th century B.C.	Scythian	Bronze	Kurhan 4 near village of Berestniahy, Cherkas’ka Oblast’	B 738/1-3, 5, 8, 10; B7391/1-2
56.	Arrowheads (20 pieces; only 19 photographed), 6^th – 4^th century B.C.	Scythian	Bronze	Rivne, Cherkas’ka Oblast’ (O. Bobrinskyi Collection)	B 50-272/1-10; B 28-4239/1-10
57.	Mirror, ca. 550 BC	Scythian	Bronze		B-760
58.	Cylindrical vessel, 6^th century BC	Scythian	Clay		B-47-8
59.	Cauldron, 4^th century B.C.	Scythian	Bronze	Melitopils’kyi Kurhan , Melitopil’, Zaporizhs'ka Oblast'	B 54-138
60.	Two cheek pieces, 6^th century B.C.	Scythian	Bone	Romens’kyi Raion, Sums’ka Oblast’ (Village of Budky, for B 33-52)	B 41-237; b 33-52
61.	Horse bit, 6^th - 5^th century B.C.	Scythian	Bronze	Poltavs’ka Oblast’ (Temnyts’kyi Collection)	B 1281
62.	Bow tip, 6^th - 5^th century BC	Scythian	Bone		B-2277
63.	Bow tip, Late 6^th - early 5^th century	Scythian	Bone		B-2278
64.	Pole top, 6^th century B.C.	Scythian	Bronze	Romens’kyi Raion, Sums’ka Oblast'	B 41-425
65.	Pole top, 6^th century B.C.	Scythian	Bronze	Romens’kyi Raion, Sums’ka Oblast’	B 41-426
66.	Staff ornament with male figure, 4^th century B.C.	Scythian	Bronze	Chance find, Lysa Hora, Dnipropetrovs’ka Oblast’	B 2380
67.	Horse frontlet, 5^th century B.C.	Scythian	Bronze	Kurhan near village of Vovkivtsi, Sums’ka Oblast’	B 32-99
68.	Belt plaques in the shape of moose heads (6 pieces), 5^th century B.C.	Scythian	Bronze	Kurhan 459 near village of Turiia, Kirovohrads’ka Oblast'	B 1299
69.	Plaque with stag legs, 4^th - 3^rd century	Scythian	Bronze		B-698
70.	String of beads, 6^th - 4^th century B.C.	Scythian	Semi-precious stones	Kanivs’kyi Raion, Cherkas'ka Oblast’ ( O. Bobrinskyi Collection)	B 1882
71.	String of beads, ca. 600 - 400 B.C.	Scythian	Semi-precious stones	Kurhan 447 near village of Zhurivka, Cherkas’ka Oblast’	B 1597
72.	String of beads, 4^th century B.C.	Scythian	Glass paste	Melitopil’s'kyi Kurhan, burial 1, Melitopil’, Zaporizhs’ka Oblast'	B 54-102
73.	Lydion from Olbia, 6^th century B.C.	Greek	Clay	Olbia, near Parutyne, Mykolayivs’ka Oblast’	B7-161
74.	Black-figure vase from Olbia, 6^th century B.C.	Greek	Clay	Olbia, near Parutyne, Mykolayivs’ka Oblast’	B 7-159
75.	Two-handled vase from Olbia, 6^th century B.C.	Greek	Clay	Olbia, near Parutyne, Mykolayivs’ka Oblast’	B4-249
76.	Two-handled vase from Olbia, 6^th century B.C.	Greek	White clay	Olbia near Parutyne, Mykolayivs’ka Oblast’	B1-73
77.	Head vase from Olbia, 5^th century B.C.	Greek	Clay	Olbia, near Parutyne, Mykolayivs’ka Oblast’	5373
78.	Kylix with inscription from Olbia, 5^th century B.C.	Greek	Clay	Olbia, near Parutyne, Mykolayivs’ka Oblast’	B1-110
79.	Kylix with inscription from Olbia, 5^th century B.C.	Greek	Clay	Olbia, near Parutyne, Mykolayivs’ka Oblast’	B5-1482
80.	Fragmentary vessel from Olbia, 4^th century B.C.	Greek	Clay	Olbia, near Parutyne, Mykolayivs’ka Oblast’	B4-756
81.	Fragmented Kylix with inscription from Olbia, 5^th - 4^th century B.C.	Greek	Clay	Olbia, near Parutyne, Mykolayivs’ka Oblast’	B3-1674
82.	Head bead pendant from Olbia, 3^rd century B.C.	Greek	Glass	Olbia, near Parutyne, Mykolayivs’ka Oblast’	B3-146
83.	Attic red-figure vase from Pantikipaion (fish plate), 4^th century B.C.	Greek	Clay	Kerch (Pantikapaion), Krym	B27-1576
84.	Black-glaze horse head from Olbia, 3^rd century B.C.	Greek	Clay	Olbia, near Parutyne, Mykolayivs’ka Oblast’	B1-74
85.	Figurine of seated Cybele from Olbia, 3^rd century B.C.	Greek	Terracotta	Olbia, near Parutyne, Mykolayivs’ka Oblast’	B3-1339
86.	Figure of a goddess from Pantikapaion, 2^nd - 3^rd century A.D.	Greek or Roman	Terracotta	Kerch (Pantikapaion), Krym	B11-81
87.	Hydria with Siren, 5^th century B.C.	Greek	Bronze	Kurhan near village of Pishchane, Cherkas’ka Oblast’	B41-433
88.	Louterion with griffins, 5^th century B.C.	Greek	Bronze	Kurhan near village of Pishchane, Cherkas’ka Oblast’	B 41-439
89.	Situla, 5^th century B.C.	Greek	Bronze	Kurhan near village of Pishchane, Cherkas’ka Oblast’	B 41-437
90.	Hydria with lion handle, 5^th century B.C.	Greek	Bronze	Kurhan near village of Pishchane, Cherkas’ka Oblast’	B 41-429
91.	Handled pail, 5^th century B.C.	Greek	Bronze	Kurhan near village of Pishchane, Cherkas’ka Oblast’	B 41-438
92.	Handled Amphora, 5^th century B.C.	Greek	Bronze	Kurhan near village of Pishchane, Cherkas’ka Oblast’	B 41-428
93	Amphora, 5^th century B.C.	Greek	Bronze	Chance find near village of Pishchane, Cherkas’ka Oblast’'	B 41-430
94.	Helmet, 4^th century B.C.	Greek	Bronze	Halushchyne Gully, near village of Pastirs’ke, Cherkas'ka Oblast'	B-1201
95.	Mirror with eagle-headed finial, ca. 550 - 500 B.C.	Scythian	Bronze	Village of Basivka, Sums’ka Oblast’	B 1132
96.	Mirror with feline, 6^th century B.C.	Scythian	Bronze	Romens’kyi Raion, Sums’ka Oblast’	B 1128

The Museum of the Historical Treasures of Ukraine
(A Branch of the National Historical Museum of Ukraine)

Objects On Loan To Legacy In Gold: Scythian Treasures From Ancient Ukraine">

	Item	Maker	Medium	Origin of Object	Inventory Number
97.	Pin, 9^th - 8^th century B.C.	Cimmerian	Gold, faience, glass inlay	Kurhan 1, burial 3, near Village of Vilshany, Cherkas’ka Oblast’	AZS-3774
98.	Disc, 8^th century B.C.	Cimmerian	Gold, silver, faience	Vysoka Mohyla, burial 2, near Village of Balky, Zaporizhs’ka Oblast’	AZS-2676
99.	Reconstructed costume of a Scythian warrior; helmet, ca. 450 – 400 B.C.	Modern reconstruction	Leather, iron, wood, bronze, horsehair, fabric	from Kurhan 2 near Hladkivshchyna, Cherkas’ka Oblast’	TV-2605
100.	Decorations for a whip ( 19 total pieces ) plaque, 4^th century B.C.	Scythian	Gold	Tovsta Mohyla, Dnipropetrovs’ka Oblast’	AZS-2489; Azs- 2491//1-18
101.	Costume of a Scythian woman (195 pieces), of the 4^th century B.C.	Modern reconstruction	Textile,leather, copper	from Tovsta Mohyla, burial 2, near Ordzhonikidze, Dniproopetrovs’ka Oblast’	NDF-251, 252, 259, 392, 394, 395
102.	Plaques for clothing, 4^th century B.C.	Scythian	Gold , cloth	Melitopil’s'kyi Kurhan, burial 1, Melitopil’, Zaporizhs’ka Oblast’	AZS-1371/1-13; AZS-1402; AZS-1335/1-14; AZS-1372/15-28; AZS-1339/1-20; AZS-1346/21-32; AZS-1329/14-20; AZS-1393; AZS-1338/1-20
103.	Headdress pendants with griffin attack (pair), 4^th century B.C.	Scythian	Gold	Kurhan 4 near village of Novosilky, Cherkas’ka Oblast’	DM-6435-6436
104.	Two plaques in the form of griffins, Late 7^th century B.C.	Scythian	Gold and gilt silver	Kurhan Perepiatykha, near village of Marianivka, Kyivs’ka Oblast’	AZS-1640; AZS-984/8
105.	Group of plaques with griffin (23 pieces), 4^th century B.C.	Scythian	Gold	Berdians’kyi Kurhan, central burial chamber, near village of Novovasylivka, Zaporizhs’ka Oblast’	AZS-3077/65-87
106.	Hatchet, 5^th century B. C.	Scythian	Bronze	Kurhan 18, burial 2, in village of L’vove, Khersons’ka Oblast’	AZS-3301
107.	Boar, 4^th century B.C.	Scythian	Gold, silver	Khomyna Mohyla (Kurhan 13), burial 1, near village of Nahirne, Dnipropetrovs’ka Oblast’	AZS-2451
108.	Bridle ornaments, 4^th century B. C.	Scythian	Silver	Ohuz Kurhan (Pivichna Mohyla), near Nyzhni Sirohozy, Khersons’ka Oblast’	AZS-3754/1-12
109.	Pole top, 4^th century B. C.	Scythian	Bronze	Tovsta Mohyla, burial 1, near Ordzhonikidze, Dnipropetrovs’ka Oblast’	AZS-2554
110.	Diadem with cult scenes, ca. 350 - 300 B.C.	Scythian	Gold	Kurhan 2 near village of Sakhnivka, Cherkas’ka Oblast’	DM-1639
111.	Plaque with seated goddess and a Scythian, ca. 350 B. C.	Scythian	Gold	Kurhan Nosaky (Kurhan 4), burial 1, near Balky, Zqaporizhs’ka Oblast’.	AZS-2696/1
112.	Plaque with drinking scene, Early 4^th century B. C.	Scythian	Gold	Berdians’kyi Kurhan near village of Novovasylivka, Zaporizhs’ka Oblast’	AZS-3076/3
113.	Plaque with bird heads, 5^th century B. C.	Scythian	Gold	unknown origin	DM-6305
114.	Plaque with bird heads, 5^th century B.C.	Scythian	Gold	Kurhan 4 in Berestniahy, Cherkas’ka Oblast’	DM-6253
115.	Torque with bird head terminal, 4^th century B. C.	Scythian	Gold	Kurhan 1 near village of Vovkivtsi, Sums’ka Oblast’	DM-1694
116.	Scarab ring, 7^th century B.C.	Ancient cities of the Northern Black Sea Coast	Gold, jasper	Symferopil’ (Scythian Neapolis), Krym	AZS-1545
117.	Pendant from Pantikapaion, 5^th century B.C.	Greek	Gold, carnelian	Kerch (Pantikapaion), Krym	DM-6093
118.	Plaque with Gorgon mask, 4^th - 3^rd century B.C.	Greek	Gold	Theodosia, Krym	AZS-1557
119.	Ring with Hermes from Pantikapaion, 5^th century B.C.	Greek	Gold	Chance find in Kerch (Pantikapaion), Krym	AZS-1692
120.	Herakles club pendant, 1^st - 3^rd century AD	Scythian	Gold, glass paste	Child’s burial, Scythian Neapolis, Symferopil’ Krym	AZS-1511
121.	Herakles club pendant, 1^st - 3^rd century AD	Scythian	gold, glass paste	Krym	AZS-1902
122.	Pendant in the form of a female head, 4^th century B.C.	Scythian	Gold	Kurhan 2, burial 3, near village of Velyka Bilozirka, Zaporizhs’ka Oblast’	AZS-2748
123.	Sphinx earring, 4^th century B.C.	Scythian	Gold, enamel	“Three-Brother” Kurhan group, Kurhan 1 (“Eldest”), near Ohon’ky,Krym	AZS-2282/1
124.	Bracelet, ca. 350 - 300 B.C.	Scythian	Gold, bronze, enamel	“Three-Brother” Kurhan grup, Kurhan 1 (“Eldest”), near Ohon’ky, Krym	AZS-2281/1
125.	Scaraboid ring, 4^th century B.C.	Scythian	Gold	“Three-Brother” Kurhan Group, Kurhan 1 (“Eldest”), near Ohon’ky, Krym	AZS-2272
126.	Finger ring with griffin and horse, 4^th century B. C.	Scythian	Gold	Denysova Mohyla (Kurhan 6), near Ordzhonikidze, Dnipropetrovs’ka Oblast’	AZS-2956
127.	Whetstone handle ornament, 4^th century B. C.	Scythian	Gold	Berdians’kyi Kurhan near village of Novovasylivka, Zaporizhs’ka Oblast’	AZS-3079
128.	Plaque with bee, 4^th century B.C.	Scythian	Gold	Haimanova Mohyla, burial 2, near village of Balky, Zapporizhs’ka Oblast’	AZS-2380/1
129.	Gorytus cover, 4^th century B.C.	Scythian	Gold	Melitopil’s’kyi Kurhan, burial 2, Melitopil’, Zaporizhs’ka Oblast’	AZS-1416
130.	Plaque in the shape of a lion, ca. 350 - 300 B. C.	Scythian	Gold	Kurhan 1 near Vovkivtsi, Sums'ka Oblast'	DM-1703
131.	Plaque in the form of a winged female, 4^th century B. C.	Scythian	Gold	unknown origin	AZS-1556
132.	Diadem, 4^th century B.C.	Scythian	Gold	Kurhan 2, burial 2, near village of Vil’na Ukrayina, Khersons’ka Oblast'	AZS-2421
133.	Plaque with human face and lion mask, 4^th century B. C.	Scythian	Gold	Ohuz Kurhan, Nyzhni Sirohozy, Khersonska Oblast'	DM-6264
134.	Plaque with Herakles and the Nemean lion, 4^th century B. C.	Scythian	Gold	Tovsta Zhovtokamians’ka Mohyla, burial 1, near village of Taraso-Hryhorivka, Dnipropetrovs’ka Oblast’	AZS-2937/1
135.	Plaque with frontal female head, ca. 350 - 300 B.C.	Scythian	Gold	Kurhan 1 near village of Vovkivtsy, Sums’ka Oblast’	DM-1706/6
136.	Drinking horn, 5^th century B.C.	Scythian	Gold, organic materials	Kurhan 13 near village of Velyka Znamianka, Zaporizhs’ka Oblast'.	AZS-3587
137.	Beaker with rosettes and birds, 5^th century B. C.	Scythian	Gold, wood	Kurhan 9 near village of Osytniazhka, Kirovohrads’ka Oblast’	NDF-406; Dm- 6453/1; 6453/2
138.	Bowl, 4^th century B.C.	Scythian	Silver, gilded handle	Kurhan 22, burial 2, near village of Vil'na Ukrayina, Khersons'ka Oblast'	AZS-2415
139.	Open work plaque with hunt scene, 4^th century B. C.	Scythian	Gold	Kurhan 11, burial 4, near village of Hunivka, Zaporizhs'ka Oblast’	AZS-2926
140.	Helmet with combat scenes, 4^th century B.C.	Scythian	Gold	Perederieva Mohyla (Kurhan 2), near village of Zrubne, Donets’ka Oblast'	AZS-3765
141.	Torque with lion finials, 4^th century B.C.	Scythian	Gold	Kurhan 22, burial 2, near village of Vil’na Ukrayina, Kherson’ska Oblast'	AZS-2411
142.	Plaque with sphinx and man, 4^th century B.C.	Scythian	Gold	Berdians’kyi Kurhan, central burial chamber, near village of Novobasylivka, Zaporizhs’ka Oblast'	AZS-3078/3
143.	Torque, Late 1^st - early 2^nd century A.D.	Sarmatian	gold, glass	Nohaichyns’kyi Kurhan, village Chervone, Krym	AZS-2853
144	Dolphin fibula, Late 1^st c - early 2^nd century A.D.	Sarmatian	gold, rock crystal, bronze	Nohaichyns’kyi Kurhan village Chervone, Krym	AZS-2878
145.	Fibula, 1^st - 2^nd century A.D.	Sarmatian	Gold, garnet, glass	Nohaichyns’kyi Kurhan, village Chervone, Krym	AZS-2864
146.	Finger ring, 1^st - 2^nd century A.D.	Sarmatian	gold, carnelian	Nohaichyns’kyi Kurhan, village of Chervone, Krym	AZS-2866
147.	Headdress (with unattached diademelement);reconstruction a-l.) Plaque w/ 25 pendants, 4^th century B.C.	Scythian	Gold	Kurhan 22, burial 2, near village of Vil’na Ukrayina, Khersonska Oblast’	AZS-2410/1-16; 2416/1-54
148.	Plaques with running figure (40 pieces total); series of plaques with running figure in left profile ( 25 pieces), 5^th century	Scythian	Gold	Kurhan 5, burial 1, near village of Arkhanhels’ka Sloboda, Khersons’ka Oblast’	AZS-2333/1, 4-8, 10-11, 13-15, 17, 20, 22-23, 25-27, 32, 35, 38-51, 56, 59-62, 64; AZS-2333/2-3, 9, 12, 16, 18-19, 21, 24, 28-31, 33-34, 36-37, 52-55, 57-58, 63, 65
149.	Plaques with maenads, 4^th century B. C.	Scythian	Gold	Haimanova Mohyla, southern entry tomb 4, near Balky, Zaporizhs’ka Oblast’	AZS-2649/1-2; AZS-2650
150.	Sword and scabbard with boar head, ca. 330 - 300 B.C.	Scythian	Gold, iron	Kurhan 30 near Belyka Bilozirka Village, Zaporizhs’ka Oblast’	AZS-3261-3262
151.	Sword and scabbard with griffin, 4^th century B.C.	Scythian	Gold, iron	Tovsta Mohyla, burial 1, near Ordzhonikidze, Dnipropetrovs’ka Oblast’	AZS-2491-2493
152.	Plaques for garment (167 pieces), ca. 350-300 B.C.	Scythian	Gold	Haimonova Mohyla, near village of Balky, Zaporizhs’ka Oblast’	AZS-2660/1-123; 2655/1-8; 2377/1-6; 2668/1-28; 2670/1; 2670/2
153.	Pair of earrings with seated goddess, 4^th century B. C.	Scythian	Gold	Kurhan 10, burial 3, near Velyka Znamianka, Zaporizhs’ka Oblast’	AZS-3661/1-2
154.	Boat earrings with pendant (pair), 4^th century B.C.	Scythian	Gold	Kurhan 8, burial 2, near village of Vil'shans’ke, Zaporizhs'ka Oblast'	AZS-3641/1-2
155.	Pair of hoop earrings, 4^th century B.C.	Scythian	Gold	Kazenna Mohyla, burial 2, near village of Topoline (Shmalky), Zaporizhs'ka Oblast'	AZS-3736/1-2
156.	Headdress with stag plaques (reconstructed, plus 2 real examples) (44 pieces total), Late 7^th - early 6^th century B.C.	Scythian	Gold, fabric	Based on material from Mohyla Ternivka (Kurhan 100) near village of Syniavka, Cherkas’ka Oblast’; real examples from same Kurhan.	Ndf 238-239 (reconstruction); DM-6307/2-3 (originals)
157.	Plaques with stags, 5^th century B.C.	Scythian	Gold	Ispanova Mohyla (Kurhan 4), near village of Nahirne, Dnipropetrovs’ka Oblast’	AZS-2958/1-3
158.	Two plaques in the form of a horse, Late 7^th - early 6^th century B.C.	Scythian	Gold	Kurhan 35 near village of Bobrytsia, Cherkas’ka Oblast’	AZS-988/8-9
159.	Gorytus plaques in form of boars, dogs, leopards, and a stag, 5^th century B.C.	Scythian	Gold	Kurhan 5, burial 1, near village of Arkhanhels’ka Sloboda, Khersons’ka Oblast'	AZS-2325/1-6; AZS-2327/1-3; AZS-2326/1-2; AZS-2328
160.	Sword scabbard with a boar, Late 6^th - early 5^th century B.C.	Scythian	Gold, enamel	Kurhan 6, burial 1, near Oleksandrivka, Dnipropetrovs’ka	AZS-3349-3350
161.	Quiver cover with attack scene, 5^th century B.C.	Scythian	Gold	Kurhan 1, burial 6, near Illicheve, Krym	AZS-2288/1-2
162.	Bowl in the form of an eagle, 4^th century B. C.	Scythian	Gold	Berdians’kyi Kurhan near Novovasylivka, Zaporizhs’ka Oblsast’	AZS-3068/1-5
163.	Bowl with plaques of bird heads, 5^th century B.C.	Scythian	Gold, wood reconstruction	Zavads’ka Mohyla, Kurhan 1, near Ordzhonikidze, Dnipropetrovs’ka Oblast’	AZS-2809/1-7
164.	Helmet, 5^th century B.C.	Scythian	Iron	Kurhan no. 2, Burial 1, near village of Novofedorivka, Khersons'ka Oblast'	A-969
165.	Storage vessel, 6^th century B.C.	Scythian	Clay	Village of Trakhtemyriv, Cherkas'ka Oblast’	PXDIKZ-T3-1977
166.	Cauldron, 5^th century B.C.	Scythian	Bronze	Kurhan 2, Burial 1, village of Chervoyi Peredil, Khersons’ka Oblast’	PXDIKZ-T3-566
167.	Louterion w/ Siren, 5^th century B.C.	Greek	Bronze	Chance find near village of Pishchane, Cherkas’ka Oblast’	T3-4182
168.	Helmet, 5^th century B.C.	Greek	Bronze	Chance find near village of Stovpiahy, Kyivs’ka Oblast’	T3-1241
169.	Vessel, 4^th century B.C.	Scythian	Glass	Pereyaslav-Khmel’nyts’kyi Oblast’	PXDIKZ-2056
170.	Stele, 5^th century B.C.	Scythian	Granite	Village of Plavni, Odes’ka Oblast’	T3-1484
171.	Stele, 5^th - 4^th century B.C.	Scythian	Limestone	Zolota Balka, Khersonsk’a Oblast'	T3-1485

(6782) 52

Provincial Land Tax Act

Take Notice that I have caused a list of the lands in respect of which notices have been mailed under subsection 1 of Section 33 of The Provincial Land Tax Act, to be prepared and to be published herein and I hereby Give Notice that unless the total amount of tax, penalties, interest and costs shown in any of the notices so mailed are paid on or before the 30^th day of November, 2001, the land and every interest therein in respect of any such notice will be liable to be forfeited to and to be vested in the Crown on the 1^st day of December, 2001 by certificate of The Deputy Minister under his hand and seal of office.

(This Is Not A Tax Sale. The lands listed below cannot be purchased by paying the taxes.)

Dated at Oshawa, Ontario the 7^th day of December, 2000

P. Goral
Director
Motor Fuels and Tobacco Tax Branch,
Ministry of Finance,
Oshawa, Ontario

Description of Property

District Of Algoma

Account No. 51422597
Surface Rights only for Parcel 305, Michipicoten, Water lot C.K. 167: Surface Rights only for Parcel 539 Algoma West Section, Water lot K.G. 3: Surface Rights only for Parcel 535 Algoma West Section, Island K.G. 1 or Wigwam Island and Island K.G.2: Surface Rights only for Parcel 1865 Algoma West Section, part of Water lot B.Y. 12.
$78.89

Account No. 55272808
Surface Rights only for Parcel 141 Algoma Central Railway Lands
being Lot 72 Plan M-116 (Esquega Township)
$345.60

Account No. 55275238
Surface Rights only for Parcel 119 Algoma Central Railway Lands
being Lot 108 Plan M-116 (Esquega Township)
$98.98

Township of Aberdeen

Account No. 50618897
Surface Rights only for Parcel 7589 Algoma Centre Section, Summer
Resort Lot 28, Plan M-278
$431.42

Township of Aweres

Account No. 52650607
Surface Rights only for Section 34 Part 2 on 1R-7861 as described in
Instrument T-318547
$191.42

Account No. 53984797
Surface Rights only for Parcel 6936 Algoma West Section being Part
of the Northeast Quarter of Section 15
$106.39

Account No. 53984878
Surface Rights only for Parcel 2673 Algoma West Section being Part
of the Northeast Quarter of Section 15
$78.95

Account No. 54006748
Surface Rights only for Lot 47 Registrar’s Compiled Plan H-626 as
described in Instrument T-392842
$154.58

Account No. 54391366
Surface Rights only for Parcel 5209 Algoma West Section being
Summer Resort Lot 4 Plan M-200.
$115.72

Account No. 57628561
The Surface Rights only of that Part of Section 28 as described in
T359278.
$182.82

Account No. 57974877
The Surface Rights only of that Part of the NW1/4 of Section 34 as
described in T128714, Save and Except Registrar’s Compiled Plan
H709, Parts 1 to 5 inclusive Plan 1R4320, Part 1 Plan 1R6166, Part 1
Plan 1R6846 and Parts 1 to 4 inclusive on Plan 1R7861
.$133.71

Account No. 58734535
The Surface Rights only of Parcel 10658 Algoma West Section being
Lot 12 on Plan M-236
$78.91

Account No. 58734616
The Surface Rights only of Parcel 10658 Algoma West Section being
Lot 13 on Plan M-236
$76.76

Account No. 59161679
The Surface Rights only of that Part of the NW1/4 of Section 34 designated
as Part 4 on Plan 1R-4320
$118.98

Township of Dennis

Account No. 56533648
The Surface Rights only of Parcel 35-1, Section 1M-429 being Lot 35
on Plan 1M-429
$117.65

Account No. 57417030
The Surface Rights only of Lot 64 on Red Rock Subdivision Plan No.
H-539, together with a right in property in the nature of an easement to
use the common area Block B for the benefit and enjoyment as appurtenant
to the said Lot in common with similar right in property as an
easement to Lot numbers 1 to 65 inclusive as described in T294839.

$80.16

Account No. 58045853
The Surface Rights only of Lot 65 on Red Rock Subdivision Plan No.
H-539, together with a right in property in the nature of an easement to
use the common area Block B for the benefit and enjoyment as appurtenant
to the said Lot in common with similar right in property as an
easement to Lot numbers 1 to 65 inclusive as described in T294839.

$108.21

Township of Deroche

Account No. 54445130
Surface Rights only for Lot 79 Hazzard Subdivision Plan H-538 as
described in Instrument T-334565
$122.27

Township of Elgie
Account No. 59161881
The Surface Rights only of Parcel 9524 Algoma West Section being
Location RY-30 designated as part 1 on Plan 1R-1191
$648.43

Township of Fenwick
Account No. 50013626
Surface Rights only of the South West quarter South of the road of the
South Half of Section 8, described in registered instrument number
T-225380, Saving & Excepting Part 1 on Plan 1R-6783
$660.57

Account No. 50013740
Surface Rights only of the South East quarter of the South Half of
Section 8, described in registered instrument number T-225380,
Saving & Excepting Part 1 on Plan 1R-6783
$133.38

Account No. 54039310
Surface Rights only for Lot 28 Registrar’s Compiled Plan H-807 as
described in Instrument T-93385
$121.23

Account No. 54045557
Surface Rights only of the South West quarter of the South Half of
Section 8, described in registered instrument number T-225380,
Saving & Excepting Part 1 on Plan 1R-6783.
$117.65

Account No. 54046448
Surface Rights only for the South 1/2 of the North 1/2 of Section 8 as
described in Instrument T-238373
$117.65

Account No. 54047096
Surface Rights only for the North 1/2 of the North 1/2 Section 9 as
described in Instrument T-238373
$117.65

Account No. 54047177
Surface Rights only for the South 1/2 of the Northwest 1/4 of Section
9 as described in Instrument T-238373
$117.65

Account No. 54063032
Surface Rights only for Firstly:Lot 8 Registrar’s Compiled Plan
H-806; Secondly: together with a Right-of-Way over Lot 6 Registrar’s
Compiled Plan H-806 as described in Instrument T-371935.
$426.00

Account No. 54066627
Surface Rights of Lot 110 Registrar’s Compiled Plan H-812 as
described in Instrument T-379036
$441.60

Township of Fisher

Account No. 54088761
Surface Rights only for Part Northwest 1/4 Section 19 as described in
Instrument T-312633
$331.99

Township of Galbraith

Account No. 59166204
The Surface Rights only of Parcel 6948 Algoma Centre Section being
Part of Lot 4 Concession 3 designated as Parts 1 & 2 on Plan 1R-4152.$78.89

Township of Gould

Account No. 58119300
The Surface Rights only of Parcel 6901 Algoma Centre Section being
Summer Resort Lot 10 on Plan M-277
$86.26

Township of Havilland

Account No. 54408285
Surface Rights only for Lot 16 Registered Plan H-415 as described in
Instrument T-377584
$364.96

Account No. 54410522
Surface Rights only Firstly: Part Broken Northwest 1/4 of Section
24; Secondly: Surface Rights only for Part Southwest 1/4 of
Section 13 as described in Instrument T-296902
$215.39

Account No. 55969876
The Surface Rights only of Parcel 10184 Algoma West Section being
Lot 11 on Plan M-408
$103.99

Account No. 58042706
The Surface Rights only of Block 1 on Globensky Subdivision Plan
H-519
$117.65

Township of Herrick
Account No. 54829906
Surface Rights only for Part Northeast 1/4 Section 24 as described in
Instrument T-312633
$127.97

Township of Reilly

Account No. 58362816
The Surface Rights only of Parcel 7614 Algoma Centre Section being
Summer Resort Lot 39 on Plan M-284 save and except that part of
Location Cl 1930 designated as Part 2 on Plan 1R-2452.
$148.39

Township of Scarfe

Account No. 50098362
Surface Rights only for Parcel 7264 Algoma Centre Section, Part of
Location C.L. 111, now designated as Part 4 on 1R-4661
$164.17

Township of Slater

Account No. 58558583
The Surface Rights only of Parcel 3874 Algoma West Section being
Mining Claim Ssm 15658
$78.93

Account No. 58558664
The Surface Rights only of Parcel 3873 Algoma West Section being
Mining Claims Ssm 15663, Ssm 15664, and Ssm 15665
$78.89

Account No. 58558745
The Surface Rights only of Parcel 3879 Algoma West Section being
Mining Claim Ssm 15649 and Ssm 15652
$78.93
Account No. 58558826
The Surface Rights only of Parcel 3880 Algoma West Section being
Mining Claim Ssm 15650
$78.89

Account No. 58558907
The Surface Rights only of Parcel 3873 Algoma West Section being
Mining Claims Ssm 15663, Ssm 15664, and Ssm 15665
$78.93

Account No. 58559059
The Surface Rights only of Parcel 3879 Algoma West Section being
Mining Claim Ssm 15649 and Ssm 15652
$78.89

Account No. 58559130
The Surface Rights only of Parcel 3878 Algoma West Section being
Mining Claim Ssm 15653 and Ssm 15654
$78.93

Account No. 58559211
The Surface Rights only of Parcel 3878 Algoma West Section being
Mining Claim Ssm 15653 and Ssm 15654
$78.89

Account No. 58559393
The Surface Rights only of Parcel 3873 Algoma West Section being
Mining Claims Ssm 15663, Ssm 15664, and Ssm 15665
$78.93

Account No. 58559474
The Surface Rights only of Parcel 3877 Algoma West Section being
Mining Claim Ssm 15655
$78.89

Account No. 58559555
The Surface Rights only of Parcel 3875 Algoma West Section being
Mining Claim Ssm 15656
$78.93

Account No. 58559636
The Surface Rights only of Parcel 3876 Algoma West Section being
Mining Claim Ssm 15657
$78.89

Account No. 58562521
The Surface Rights only of Parcel 3870 Algoma West Section being
Mining Claim Ssm 15683
$78.89

Township of Tilley

Account No. 54235097
Surface Rights only for Part Broken Northeast 1/4 of Section 35 as
described in Instrument T-375555.
$275.04

Account No. 58233196
The Surface Rights only of Lot 11 on White Subdivision Plan H-678
as previously described in T376603
$271.32

Township of Vankoughnet

Account No. 54247672
Surface Rights only for the Southwest 1/4 of Section 28 as described
in Instrument T-216768
$418.71

District Of Cochrane

Account No. 58940186
The Surface Rights only of Parcel 8087 Section North East Cochrane
being Blocks A, D, E, and F and Lots 66 and 76 on Plan M-376,
situate on Factory Island at the Mouth of the Moose River.
$346.80

Township of Aurora

Account No. 50187608
Surface Rights only for Parcel 4284 North East Cochrane, being Lot
Number Twenty-Six (26), as shown on Plan M-86 Cochrane.
$391.65

Township of Calder

Account No. 50014207
Surface Rights only for Parcel 4882 North East Cochrane, being the
West Half of Lot Number Four (4), in the Eighth Concession.
$132.64

Township of Carnegie

Account No. 50016242
Surface Rights only for Parcel 5836 North East Cochrane, being the
South Half of Lot Number Nine (9), in the First Concession
$79.22

Township of Clute

Account No. 50024423
Surface Rights only for Parcel 1487 North East Cochrane, being Lot
Number Nineteen (19) in the Sixth Concession
$91.67

Account No. 50024504
Surface Rights only for Parcel 3263 North East Cochrane, being Lot
Number Twenty-Two (22), in the Sixth Concession
$95.80

Account No. 55707120
The Surface Rights only of Parcel 1881 Section North East Cochrane
being Lot 23 Concession 6
$100.19

Township of Hanlan

Account No. 50654583
Surface Rights only for Parcel 2754 Centre Cochrane, being Lot
Number Twelve (12) in the Fourth Concession.
$100.23

Township of Hanna

Account No. 50179184
Surface Rights only for Parcel 2278 North East Cochrane, being Lot
lettered “J”on Plan M-57 Cochrane, Saving and Excepting Expropriation
#112608 and Expropriation #115424
$100.19

Township of Newmarket

Account No. 50129845
Surface Rights only for Parcel 2263 North East Cochrane, being the
South Part of Broken Lot Number Eleven (11) in the First Concession.
$251.15

Account No. 50130797
Surface Rights only for Parcel 3996 North East Cochrane, being The
North Half of Lot Number Four (4), in the Second Concession.
$103.91

Township of O’Brien

Account No. 50702251
Surface Rights only for Parcel 4245 Centre Cochrane, being Lot
Number Twenty (20), in the Seventeenth Concession.
$391.11

Township of Way

Account No. 50719707
Surface Rights only for Parcel 10612 Centre Cochrane, being the
Surface Rights of Lot 9, in the 3^rd Concession
$189.98

Account No. 50719880
Surface Rights only for Parcel 10612 Centre Cochrane, being the
Surface Rights of that Part of Lot 10, in the 3^rd Concession
$71.74

Account No. 58063339
The Surface Rights only of Parcel 9107 Centre Cochrane, being Part
of Lot 8 Concession 4
$77.47

District Of Kenora

Account No. 51041712
Surface Rights only for Parcel 16827 District of Kenora Freehold,
being Location designated as E.B. 531 West of the Township of
Redditt
$162.36

Account No. 51057619
Surface Rights only for Parcel 17388 District of Kenora Freehold,
being Part of Beacon Island and designated as Summer Resort Location
Eb.883 situate in the Sunset Channel of the Lake of the Woods.
$84.18

Account No. 51091892
Surface Rights only for Parcel 20040 District of Kenora Freehold,
being Summer Resort Location designated as E.B.1549 on Populous
Lake
$278.39

Account No. 51272340
Surface Rights only for Parcel 4363 Northern Division Rainy River
Freehold, being Island S588 situate in The Lake of the Woods near
Pipestone Point
$157.69

Account No. 51303342
Surface Rights only for Parcel 12893 District of Kenora Freehold,
being Lots numbers Twenty-two, Twenty-three, Twenty-four, Twentyfive,
Twenty-six, Twenty-seven, Twenty-eight, Twenty-nine, Thirty,
Thirty-one and Part of Lot Thirty-two, in Block Number Five, situate
at Wabigoon as shown on Plan M.36.
$250.41

Account No. 51312252
Surface Rights only for Parcel 20482 District of Kenora Freehold,
being Lots Number Thirty-one and Thirty-two at Wabigoon as shown
on Plan of Subdivision of Parts of Locations D.169 and D.310 on Plan
M.36.
$159.86

Account No. 51358554
Surface Rights only for Parcel 6616 District of Kenora Freehold being
Lot Number Sixty-eight situate on the North Side of Fifth Street as
shown on Plan M.219 and Parcel 16484 District of Kenora Freehold
being Lot Number Sixty-seven as shown on Plan M.219, both in the
Townplot of Macfarlane.
$195.87

Account No. 51364538
Surface Rights only for Parcel 20536 District of Kenora Freehold,
being Lot Number Twenty-two as shown on Plan M.222, in the Townplot
of Winnipeg River Crossing, now Minaki
$206.97

Account No. 53871356
Surface Rights only for Parcel 23245 District of Kenora Freehold
being Summer Resort Location H.K.126 west of the Township of
Osaquan (Raleigh Lake)
$159.11

Account No. 57337001
The Surface Rights only of Firstly: Parcel 20275 Section District of
Kenora Freehold, being that part of Mining Claim K15433 not covered
by the waters of Atikwa Lake and Secondly: Parcel 20276 Section
District of Kenora Freehold, being that part of Mining Claim K15434
not covered by the waters of Atikwa Lake, both situate in the Atikwa
Lake area
$80.84

Account No. 57646969
The Surface Rights only of Parcel 3639 North Division Rainy River
Freehold, being Mining Location A 20 on Sultana Island in the Lake
of the Woods save and except Mining Locations X42 and X43.

$225.33

Account No. 58279579
The Surface Rights only of Parcel 25700 Section Kenora No. 23,
being an Island in Shoal Lake, south of the Township of Glass designated
as Summer Resort Location E.B. 2202 being the whole of the
said Island lying above the high water mark of Shoal Lake.
$774.09

Township of Avery

Account No. 58683981
The Surface Rights only of Firstly: Parcel 33627 Section Kenora No.
23 Freehold being Summer Resort Lot 8 on Plan M-693 and
Secondly: Parcel 37573 Section Kenora No. 23 Freehold being that
Part of Location C.L. 5069 designated as Part 2 on Plan 23R-7154.
$78.93

Township of Britton

Account No. 50830322
Surface Rights only for Parcel 9510 District of Kenora Freehold, being
the North Half of Lot Number Three, in the First Concession.
$111.86

Township of Drayton

Account No. 56320431
The Surface Rights only of Parcel 38205 Section District of Kenora
Freehold, being Part of Lot 8 Range 1 in the Reserve designated as Lot
1 on Plan 23M-854
$64.57

Township of Glass

Account No. 58051829
The Surface Rights only of Parcel 40780 Section District of Kenora
Freehold, being the Southerly Part of Location S.124 containing 116
acres
$110.41

Township of Hartman

Account No. 50849813
Surface Rights only for Parcel 19870 District of Kenora Freehold,
being the South Half of Lot Number Six in the Second Concession,
excepting thereout and therefrom that portion expropriated by His
Majesty the King in the right of the Province of Ontario, as represented
by the Minister of Highways under Notice of Expropriation
Number 34076
$120.09

Township of Haycock

Account No. 56026908
The Surface Rights only of Parcel 26983 Section District of Kenora
Freehold, being Summer Resort Location E.B. 2289, Part of Lots 1 &
2 Concession 1 designated as Parts 1 & 2 on Plan K.R. 1439.
$201.16

Township of Melgund

Account No. 50860647
Surface Rights only for Parcel 22411 District of Kenora Freehold,
being the South part of Broken Lot Number Eight, in the Second
Concession
$113.40

Township of Mutrie

Account No. 56440798
The Surface Rights only of Parcel 34446 Section Kenora No. 23 Freehold,
being Part of the North Part of Broken Lot 2 Concession 1
designated as Part 1 on Plan 23R-3916
$343.91

Township of Rowell

Account No. 50903648
Surface Rights only for Parcel 17105 District of Kenora Freehold,
being that part of the North-West part of Lot Number Twelve in the
Third Concession.
$78.91

Township of Rudd

Account No. 51238401
Surface Rights only for Firstly; Parcel 13130 District of Kenora Freehold,
being Part of Summer Resort Location NT-80 and containing
0.36 acres more or less, and Secondly; Parcel 23181 District of Kenora
Freehold designated as Plan KR-202 Part 1, Situate on Otter Lake.
$251.47

Township of Southworth

Account No. 50912710
Surface Rights only for Parcel 6313 District of Kenora Freehold, being
the North Part of Lot Number Four in the Fourth Concession.
$124.47

Account No. 50917002
Surface Rights only for Parcel 21738 District of Kenora Freehold,
being that part of Broken Lot Number Seventeen in the Fifth
Concession
$63.97

Account No. 51167546
Surface Rights only for Parcel 16785 Section Kenora No. 23 being
Mining Locations H.W. 120 and H.W. 121, Save and Excepting the
following: Firstly; that Part of Mining Location H.W. 121 now entered
as Parcel 21377; Secondly; Part 1 on Plan 23R-4852 and Thirdly;
Parts 1, 2 & 3 on Plan 23R-7817.
$760.03

Account No. 51168356
Surface Rights only for Parcel 24943 District of Kenora Freehold,
being Parts of Location H.W. 163 situate on McKenzie River and
being designated as Parts 1 and 2 on Plan K.R. 558
$78.91

Township of Van Horne

Account No. 50933628
Surface Rights only for Parcel 9818 District of Kenora Freehold, being
the West Half of the South Half of Lot Number Eight in the Sixth
Concession reserving the right of way of the Canadian Pacific
Railway
$318.08

Account No. 52664217
Surface Rights only for Parcel 40752 District of Kenora Freehold
being Part of Lot 11 Concession 4 designated as Part 4 Plan 23R-5267.
$68.73

Township of Vermilion Additional (now Town of Sioux Lookout)

Account No. 53911684
Surface Rights only for Parcel 14216 District of Kenora Freehold
being Lots 106 and 107 Plan M.232 situate on the North side of Third
Street in said Townplot of Hudson
$76.17

Township of Wabigoon
Account No. 50934519
Surface Rights only for Parcel 14020 District of Kenora Freehold,
being the North part of Broken Lot Number One in the First Concession.
$107.66

Township of Wainwright

Account No. 50947165
Surface Rights only for Parcel 24211 District of Kenora Freehold,
being Part of Lot Number Four in the First Concession and being
designated as Part 2 on Plan K.R.605
$194.46

Account No. 50947904
Surface Rights only for Parcel 24970 District of Kenora Freehold,
being Part of the South Half of Lot Number Four in the First Concession
and being designated as Part 16 and Part 21 on Plan K.R.127.
$413.74

Account No. 58020508
The Surface Rights only of Parcel 24582 Section D.K.F. being Part of
Lot 6 Concession 1 designated as Parts 1 & 2 on Plan K.R. 689.
$301.93

Township of Zealand
Account No. 50975029
Surface Rights only for Parcel 9572 District of Kenora Freehold, being
the South Part of Lot Number Two in the Second Concession.
$408.81

Account No. 54846169
Surface Rights only for Parcel 38397 District of Kenora Freehold
being Lot 15 Plan 23M-853
$81.91

District Of Kenora Patricia Portion

Account No. 53939902
Surface Rights only for Parcel 3634 District of Patricia Freehold being
that part of Lot 1 Plan M.368 in Hansen Lake Area on plan of subdivision
of Summer Resort Location R.F.D. 127
$94.30

Township of Baird

Account No. 58623849
The Surface Rights only of Firstly: Parcel 6123 Section District of
Patricia being Lot 82 on Plan M-667 and Secondly: Parcel 6038
Section District of Patricia being Lot 83 on Plan M-667
$132.51

District Of Manitoulin

Account No. 51484924
Surface Rights only for Parcel 853 being Summer Resort Location
comprising Island Tp- 1138, in McGregor Bay of Lake Huron.
$62.42

District Of Nipissing

Township of Commanda

Account No. 52621542
Surface Rights only for Parcel 27692 Nipissing being Part Lot 2
Concession “B”
$3,349.83

Township of Crear

Account No. 55990913
The Surface Rights only of Parcel 12563 NIP being the East Half of
Lot 2 Concession 1
$103.28

Township of Dickens

Account No. 52653835
Surface Rights only for Parcel 16892 Nipissing being Summer Resort
Location comprising Part of Lot 2 Concession 9
$196.51

Township of Phelps

Account No. 58405078
The Surface Rights only of Part of Lot 11 Concession 1 designated as
Part 1 on Plan 36R-3996 save and except Part 1 on Plan 36R-8381.
$608.92

District Of Parry Sound

Account No. 53376517
Surface Rights only for Parcel 5332 Parry Sound North Section being
Summer Resort Location comprising Part of Island TP3464 on Pickerel
River west of The Canadian National Railway.
$82.78

Township of Blair

Account No. 57210206
The Surface Rights only of Parcel 11535 Parry Sound North Section
being Summer Resort Lot 42 on Plan M-314
$191.10

Township of Croft (now Township of Magnetawan)

Account No. 50115852
Surface Rights only of Part Lots 21 & 22, Concession 4, designated as
Part 2 on 42R-4532, Part 3 on 42R-9486, Part 1 on 42R-10630.
$201.39

Account No. 52620082
Surface Rights only for Parcel 24064 Parry Sound South Section being
Part of Lot 30 Concession 14 designated as Part 4 on 42R-11376.
$64.81

Account No. 53466265
Surface Rights only for Parcel 9699 Parry Sound South Section being
Lot 22 Plan M-208.
$89.38

Township of East Mills

Account No. 52621364
Surface Rights only for Parcel 16578 Parry Sound North Section being
Part of Lot 30 Concession 13 designated as Part 1 on 42R-10994.
$89.43

Township of Ferguson

Account No. 57119365
The Surface Rights only of Part of Lot 5 Concession 4 designated as
Part 1 on Plan PSR-1850
$222.61

Township of Lount

Account No. 52926572
Surface Rights only for Parcel 9850 Parry Sound North Section being
the Remainder of Lot 27 Concession 9
$131.78

Township of McKenzie

Account No. 54823053
Surface Rights only for Parcel 16726 Parry Sound North Section being
Part Lot 33 Concession 1 Part 2 on 42R-11851 together with a Rightof-
Way over Part 1 on 42R-11851, Part 1 on 42R-6104 and Part 1 ON
PSR-2219
$82.76

Account No. 54823061
Surface Rights only for Parcel 16728 Parry Sound North Section being
Part Lot 33 Concession 1 Part 3 on 42R-11851 together with a Rightof-
Way over Part 1 on 42R-11851 Part 1 on 42R-6104 and Part 1 ON
PSR-2219
$82.15

Account No. 54823088
Surface Rights only for Parcel 16727 Parry Sound North Section being
Part Lots 33 & 34 Concession 1 Part 4 on 42R-11851 together with a
Right-of-Way over Part Lot 33 Concession 1 Part 1 on 42R-11851,
Part 1 on 42R-6104 and Part 1 on PSR-2219
$83.94

Account No. 54823100
Surface Rights only for Parcel 16729 Parry Sound North Section being
Part Lot 34 Concession 1 Part 5 on 42R-11851 together with a Rightof-
Way over Part Lot 33 Concession 1 Part 1 on 42R-11851, Part 1 ON
42R-6104 and Part 1 on PSR-2219
$155.25

Township of Mills

Account No. 52970717
Surface Rights only for Parcel 8737 Parry Sound North Section being
Part of Lot 25 Concessions 11 and 12 Part 1 on Plan PSR-422 and Part
5 on Plan 42R-7318
$460.15

Account No. 52971942
Surface Rights only for Parcel 4007 Parry Sound North Section being
Part of Broken Lot 25 Concession 11
$286.82

Account No. 52974038
Surface Rights only for Parcel 8161 Parry Sound North Section being
Part 1 Plan PSR-377 Part of Lot 21 Concession 12.
$156.72

Account No. 52976073
Surface Rights only for Parcel 6301 Parry Sound North Section being
Part Lot 26 Concession 12
$312.17

Account No. 54824009
Surface Rights only for Parcel 16899 Parry Sound North Section being
Part Lot 16 Concession 12 Part 17 on PSR-1801 together with a Rightof-
Way over Part 25 on PSR-1801.
$348.09

Township of Patterson

Account No. 52609836
Surface Rights only for Parcel14638 Parry Sound North Section being
Part of Lot 21 Concession 2 designated as Part 2 Plan 42R-7850.
$276.28

Account No. 53012523
Surface Rights only for Parcel 17825 Parry Sound North Section being
Lot 19 Concession 1
$356.25

Account No. 53019692
Surface Rights only for Parcel 12649 Parry Sound North Section being
Secondly: Part of Lot 25 Concession 3 Part 2 on Plan 42R-4436.
$107.63

Account No. 58403954
The Surface Rights only of Parcel 12725 Parry Sound North Section ,
being Lot 9 on Plan M-416
$468.48

Township of Pringle

Account No. 50820912
Surface Rights only for Parcel 14455 North Section being that part of
Lot 32 in the 12^th Concession designated as Part 1 on Plan 42R-7393.
$213.88

Township of Sisk

Account No. 52080568
Surface Rights only for Firstly: Parcel 16073 Nipissing, being
Summer Resort Location designated as J.C.213, now designated as
Part 8 on Plan 36R-8797, and Secondly: Surface Rights only for
Parcel 27936 Nipissing, being Part of Summer Resort Location EM-7,
designated as Part 7 on Plan 36R-8797
$197.42

Township of Wallbridge

Account No. 53389821
Surface Rights only for Parcel 5631 Parry Sound North Section being
Lot 9 Plan M-70
$248.08

District Of Rainy River

Account No. 50359085
Surface Rights only for Parcel 15883 Rainy River Freehold, being
Summer Resort Location CL-152, comprising part of Lot 4 on Island
A25, also known as Hook Island, in Rainy Lake, West of the Township
of Watten
$175.28

Account No. 58228761
The Surface Rights only of Parcel 19-1, Section M-79, being Lots 19
and 20 on Plan M-79 being a Subdivision of Part of Mining Location
K-383.
$83.28

Township of Dance

Account No. 50289699
Surface Rights only for Parcel 4713 Rainy River Freehold, being the
North part of Lot Number Three in the Fourth Concession
$96.55

Township of Kingsford

Account No. 58018155
The Surface Rights only of Parcel 7099 Rainy River Fort Frances
Freehold, being the North Half of Lot 4 Concession 2
$96.87

Township of Miscampbell

Account No. 50308693
Surface Rights only for Parcel 3516 Rainy River Freehold, being
South half of Lot 10, Concession 5
$78.95

Township of Pratt

Account No. 58157724
The Surface Rights only of Parcel 6478 Rainy River Fort Frances
Freehold, being Part of the North Half of Lot 3 Concession 1
$76.64

Township of Senn

Account No. 58017205
The Surface Rights only of Firstly: Parcel 25317 Section Rainy River
being Location Fd 235, designated as Part 2 on Plan 48R-2966 and
Secondly: Parcel 126-1, Section SM-128, being Summer Resort Lot
126 situate on Clearwater Lake now Burditt Lake (North of the
Township of Fleming) Plan SM-128, save and except Part 1 on Plan
48R-2819
$78.83

Township of Spohn

Account No. 50326756
Surface Rights only for Parcel 19216 Rainy River Freehold, being the
North half of the North half of Lot Number Five (5) in the Third (3)
Concession, Excepting Thereout that part covered by Highways Plan
P-2299-5 (S-482)
$72.64

Account No. 57182059
The Surface Rights only of Parcel 20066 Rainy River Freehold, being
The SouthEast Quarter of the South Half of Lot 6 Concession 5.
$76.54

Township of Sutherland

Account No. 50335241
Surface Rights only for Parcel 17572 Rainy River Freehold, being the
East Half of the South Half of Lot Number Seven (7), in the Second
(2) Concession, Saving and Excepting Part 3 on Plan S-525
$74.00

District Of Sudbury

Account No. 50593428
Surface Rights only of Firstly; Parcel 7494 Sudbury West Section,
Lot number nine (9) on Plan M-79, Secondly; Parcel 8371 Sudbury
West Section, Lot number Eleven (11) Plan M-79 and Thirdly;
Parcel 8372 Sudbury West Section, Lot number Thirteen and Fifteen
(13 & 15)
$78.87

Account No. 50613992
Surface Rights only for Parcel 11999 Sudbury West Section, being Lot
number Sixty-Nine, as shown on Plan M-200, in the Townplot of
Gogama
$412.89

Township of Awrey

Account No. 54491573
Surface Rights only for Parcel 22235 Sudbury East Section being Part
of Summer Resort Location comprising Part of Lot 12 Concession 6.
$115.88

Account No. 54855354
Surface Rights only of Parcel 24488 Sudbury East Section being Parts
of the Northeast Quarter of Lot 8 Concession 5 designated as Location
AE-977
$100.45

Township of Bigwood

Account No. 54603274
Surface Rights only for Parcel 29514 Sudbury East Section being Part
of Lot 3 Concession 5
$208.17

Account No. 55166455
Surface Rights only for Parcel 18828 Sudbury East Section being Lot
13 according to Composite Plan M-549
$80.47

Township of Cleland

Account No. 54822332
Surface Rights only for Parcel 53M-1232-8 District of Sudbury being
Lot 8 on Plan 53M-1232
$192.82

Township of Cochrane

Account No. 50253015
Surface Rights only for Parcel 2056 Sudbury West Section, being the
South Half of Lot Number Three in the Fourth Concession
$114.43

Township of Curtin

Account No. 50023354
Unit 1 Level 1 Sudbury Condominium Plan Number 5
$143.43

Account No. 50025306
Unit 2 Level 1 Sudbury Condominium Plan Number 5
$143.37

Account No. 50064344
Unit 22 Level 1 Sudbury Condominium Plan Number 5
$144.41

Township of Frey

Account No. 50585409
Surface Rights only for Parcel 16257 Sudbury West Section, being
composed of Summer Resort Location designated as W. E. 11.
$262.42

Township of Gamey

Account No. 50254909
Surface Rights only for Parcel 6775 Sudbury West Section, being the
North Half of Lot Number Two in the Sixth Concession
$110.08

Township of Hess

Account No. 55186375
Surface Rights only for Parcel 28298 Sudbury West Section being
various Mining Claims
$163.49

Township of Margaret

Account No. 50274683
Surface Rights only on Instrument #114802 being Lot 20 Block “B”
on Reg Plan 1.
$78.89

Township of Merritt

Account No. 54735049
Surface Rights only for Parcel 15280 Sudbury West Section being
composed of Part Broken Lot 3 Concession 1.
$63.46

Township of Noble

Account No. 50587941
Surface Rights only of Firstly; Parcel 8334 Sudbury West Section,
Part of Lot 32, Plan M-72 and Secondly; Parcel 8338 Sudbury
West Section, East Southerly 1/2 Lot 32, Plan M-72, Townplot of
Gogama
$780.93

Township of Shakespeare

Account No. 50057569
Surface Rights only for Parcel 29826 Sudbury West Section, being
Part of the East Half of Lot 8, Concession 1, designated as Parts 1 and
2 on Plan 53R-13896
$100.59

District Of Thunder Bay

Account No. 50121313
Surface Rights only for Parcel 21782 Thunder Bay Freehold, part of
location TW-205, and being that part of Block-“A” Plan M-247
designated as Part-2 of Plan 55R-5669
$171.57

Account No. 50123952
Surface Rights only for Parcel 6442 Thunder Bay Freehold, Lot
number Thirteen (13) Plan M-105 in Spring Lake Townsite
$73.36

Account No. 50124681
Surface Rights only for Parcel 7613 Thunder Bay Freehold, Lot
number Fifty-nine Plan M-105 in Spring Lake Townsite at Jellicoe.
$186.88

Account No. 50125149
Surface Rights only for Parcel 27-1, Lot number twenty-Seven (27)
Plan 55M-445, in the said Caramat Station on the Canadian National
Railway
$154.70

Account No. 50537781
Surface Rights only for Parcel 23817 Thunder Bay Freehold, Lots 1 &
2 on Plan M-105, in the Hamlet of Jellicoe
$127.77

Account No. 50553485
Surface Rights only for Parcel 12338 Thunder Bay Freehold, Lot 30
Plan M-176, Hillsport Station
$78.87

Account No. 52551269
Surface Rights only for Parcel 9959 Thunder Bay Freehold being Lot
36 Plan M-85 Townplot of Armstrong.
$90.12

Account No. 54246340
Surface Rights only for Parcel 6-1 Section M-357 Thunder Bay being
Lot 6 Plan M-357
$78.89

Account No. 59456679
The Surface Rights only of Parcel 3663, District of Fort William Freehold,
being that Part of Lot 30 Concession 2, Dawson Road Lots,
designated as Parts 1 and 3 - 14 inclusive on Plan 55R-3772.
Subject to easement in favour The Hydro Electric Power Commission
of Ontario over parts 7 & 9 Plan 55R3772 as set out in Instrument
No. 45799.
$134.09

Township of Devon

Account No. 52271738
Surface Rights only for Parcel 5988, Fort William Freehold, lot
number thirty-five (35) in the First (1) Concession
$87.79

Township of Furlonge

Account No. 58021156
The Surface Rights only of Parcel 22997 Section Thunder Bay Freehold,
being Part of Location SN-170, designated as Part 1 on Plan
55R-6712
$169.80

Township of Gorham

Account No. 52590655
Surface Rights only for Parcel 24766 Thunder Bay Freehold being
Firstly: Lot 3 Plan M-118 and Secondly: Part of Road Allowance
in front of Lot 18 Concession 8 part of Location Hm 270 Part 1
55R-6875
$324.56

Township of Hagey

Account No. 52499551
Surface Rights only for Parcel 4982 in the District of Fort William
Freehold, being secondly: Location P.P. 759, situate on Middle
Shebandowan Lake
$133.31

Township of Jacques

Account No. 52343241
Surface Rights only for Parcel 10029 in the District of Thunder Bay
Freehold, being the South half of Lot number seven (7), in the Third
Concession, Saving and Excepting Part-1 on Plan 55R-3937
$78.93

Account No. 57068841
The Surface Rights only of Parcel 10071 Section Thunder Bay Freehold
being Part of the North Part of Broken Lot 2 , Concession 3.
$122.34

Township of Leduc

Account No. 50124011
Surface Rights only for Parcel 6379 in the District of Thunder Bay
Freehold, being 5) The 30 foot reserve along the shore of Spring Lake
within the limits of Mining Claim TB-11963
$164.07

Township of Lybster

Account No. 52353041
Surface Rights only for Parcel 2758, the North Half of Lot Number
Six, in the Fifth Concession Fort William Freehold
$94.91

Account No. 52355249
Surface Rights only for Parcel 5-4 Section Con-6 Lybster, being the
Northwest Quarter of Lot 5, Concession 6
$198.81

Account No. 58352276
The Surface Rights only of Parcel 17402 Section Thunder Bay Freehold,
being Part of the South Half of Lot 6 Concession 5 designated as
Parts 2, 3, 5 & 8 on Plan 55R-1985, save & except Part 21 on Plan
55R-2382
$91.47

Township of Pearson

Account No. 52379407
Surface Rights only for Parcel 4471 in the District of Fort William
Freehold, being the North half of Lot Number Four (N 1/2 4) in the
Fourth Concession.
$65.68

Account No. 58001325
The Surface Rights only of Parcel 23654-A Section Thunder Bay
Freehold, being part of the North Half of Lot 23 Concession designated
as Part 1 on Plan 55R-7682
$117.01

Township of Scoble

Account No. 50090566
Surface Rights only for Parcel 21567 Thunder Bay Freehold and being
a portion of the North Half of Lot Six (6), in Concession One (1),
Designated as Part-2 on Plan 55R5716
$90.52

Account No. 52605130
Surface Rights only for Parcel 22715 Thunder Bay Freehold being a
Portion of the East half of Location R-225 Part 1 Plan 55R-6508.
$140.52

Account No. 54837691
Surface Rights only for Parcel 23574 Thunder Bay Freehold being that
part of Lot 8 Concession 1 Parts 1 and 2 Plan 55R-7767
$79.36

Township of Stirling

Account No. 56166491
The Surface Rights only of the Remainder of Parcel 8222 Thunder
Bay Freehold being Part of Lot 2 Concession 2
$477.76

Township of Upsala

Account No. 52411351
Surface Rights only for Parcel 6343 Fort William Freehold and being
Part of Lot 4, Concession 1
$1218.27

District Of Timiskaming

Township of Arnold

Account No. 53809391
Surface Rights only for Parcel 9232 Centre Section Temiskaming
being Summer Resort Lot 6 Plan M-210 Temiskaming
$135.61

Township of Barber

Account No. 53523269
Surface Rights only for Parcel 2430 South Section Temiskaming being
the North half of Lot 1 Concession 6
$237.12

Township of Bryce

Account No. 53536735
Surface Rights only for Parcel 11022 South Section Temiskaming
being the South half of Lot 10 Concession 1
$97.47

Township of Cane

Account No. 53746454
Surface Rights only for Parcel 12130 South Section Temiskaming
being Lot 6 Plan M.103 Temiskaming, Excepting: the north 20
feet of said Lot 6
$78.93

Township of Henwood

Account No. 53569226
Surface Rights only for Parcel 15669 South Section Temiskaming
being the Southeast Quarter of the South half of Lot 2 Concession 3.
$78.93

Township of Ingram

Account No. 52175534
Surface Rights only for Parcel 19608 South Section Timiskaming,
being Lot number 116, on Plan M-53 (North Bay)
$78.95

Account No. 52643945
Surface Rights only for Parcel 19608 South Section Timiskaming,
being Lot number 117, on Plan M-53 (North Bay)
$78.89

Account No. 53586074
Surface Rights only for Parcel 6611 Nipissing North Division being
the North half of Lot 11 Concession 4
$100.36

Township of Lebel

Account No. 53759769
Surface Rights only for Parcel 8943 Centre Section Temiskaming
being Lot 163 Plan M-114 Temiskaming
$314.96

Township of Lorrain

Account No. 52014361
Surface Rights only for Parcel 21305 South Section Timiskaming,
being Part of the North Half of Lot Number One in the Twelfth
Concession.
$74.53

Account No. 52014786
Surface Rights only for Parcel 1939 Timiskaming, being the North
West quarter of the North Half of Lot Number Two in the Twelfth
Concession.
$396.70

Account No. 52014867
Surface Rights only for Parcel 815 South Section Timiskaming, being
the South West quarter of the North Half of Lot Number Two in the
Twelfth Concession
$64.91

Account No. 56226168
The Surface Rights only of Firstly: Parcel 10053 South Section
Timiskaming being Mining Claim T25661 in the Southeast Quarter of
the North Half of Lot 1 Concession 11 and Secondly: Parcel 11077
South Section Timiskaming being Mining Claim T27828 in the Northwest
Quarter of the North Half of Lot 1 Concession 11 and Thirdly:
Parcel 11008 South Section Timiskaming being Mining Claim
T25997 in the Northeast Quarter of the North Half of Lot 1
Concession 11
$74.41

Account No. 56226745
The Surface Rights only of Parcel 376 Nipissing North Division, being
the Southwest Quarter of the North Half of Lot 2 Concession 11.
$64.99

Township of Marquis

Account No. 53602649
Surface Rights only for Parcel 14496 South Section Temiskaming
being the South half of Lot 1 Concession 3.
$218.02

Account No. 53602983
Surface Rights only for Parcel 12297 South Section Temiskaming
being that Part of Lot 1 Concession 4
$306.23

Township of Marter

Account No. 52613345
Surface Rights only for Parcel 22427 South Section Timiskaming
being Part of the North half of Lot 7 Concession 1 designated as Part 1
on Plan 54R-2834
$182.30

Township of Nordica

Account No. 58098523
The Surface Rights only of Parcel 11684 Centre Section Timiskaming
being Summer Resort Lot 7 on Plan M-269
$152.52

Township of Otto

Account No. 53635555
Surface Rights only for Parcel 12834 South Section Temiskaming
being composed of Part of the South half of Lot 3 Concession 5.
$431.44

Account No. 56359281
The Surface Rights only of Parcel 8824 South Section Timiskaming
being the Southwest Quarter of Lot 9 Concession 1
$74.17

Account No. 56390537
The Surface Rights only of Parcel 8824 South Section Timiskaming
being the Southwest Quarter of Lot 9 Concession 1
$77.52

Township of Pacaud

Account No. 53641458
Surface Rights only for Parcel 22666 South Section Timiskaming
being the South half of Lot 3 Concession 3 , Excepting: the Rightof-
Way of the Ontario Northland Railway, containing 2/100 of an acre
more or less
$90.57

Account No. 53643078
Surface Rights only for Parcel 6337 South Section Temiskaming being
the South part of Lot 11 Concession 3
$436.31

Account No. 53647715
Surface Rights only for Parcel 10432 South Section Temiskaming
being Part of the South half of Lot 6 Concession 6
$143.61

Account No. 53648606
Surface Rights only for Parcel 8066 South Section Temiskaming being
Part of the North half of Lot 11 Concession 6
$233.93

Township of Pence

Account No. 53649335
Surface Rights only for Parcel 15116 South Section Temiskaming
being the Southeast Quarterof Lot 1 Concession 1
$271.10

Account No. 56399801
The Surface Rights only of Parcel 12412 South Section Timiskaming,
being the Southwest Quarter of Lot 1 Concession 1
$148.69

Township of Savard

Account No. 53660908
Surface Rights only for Parcel 9487 South Section Temiskaming being
Part of the South half of Lot 7 Concession
$225.44

Township of Tudhope

Account No. 53674101
Surface Rights only for Parcel 3768 Nipissing North Division being
the South half of Lot 10 Concession 2.
$97.24

(6783) 52

Updated: May 16, 2019

Published: December 23, 2000

Government Notices Respecting Corporations

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Certificate of Dissolution

Cancellation of Certificate of Incorporation (Corporations Tax Act Defaulters)

Co-operative Corporations Act Certificate of Dissolution Issued

Courts of Justice Act, s. 127

Interest Rates

Ontario Securities Commission

Ontario Securities Commission Rule 35-502 Non-Resident Advisers

Table Of Contents

Ontario Securities Commission Rule 35-502

Part 1 Definitions And Interpretation

Part 2 International Adviser Applicants

Part 3 International Advisers

Part 4 Exemption From Financial Statement Preparation And Filing Requirements

Part 5 Exemption From Reporting Of Certain Changes

Part 6 Restricted Advisory Activities For International Advisers

Part 7 Exemptions From Registration

Part 8 Extra-Provincial Advisers

Part 9 Submission To Jurisdiction And Appointment Of Agent For Service Of Process Forms

Part 10 Exemption

Ontario Securities Commission Rule 35-502

Appendix A

Ontario Securities Commission Rule 35-502

Appendix B

Ontario Securities Commission

Regulation 1015 Of The Revised Regulations Of Ontario, 1990 Made Under The Securities Act

National Instrument 41-101

Prospectus Disclosure Requirements

National Instrument 41-101 Prospectus Disclosure Requirements

Part 1 Application And Interpretation

Part 2 Front Page Disclosure

Part 3 Plan Of Distribution Disclosure

Part 4 Statutory Rights Of Withdrawal And Rescission

Part 5 Exemption

Part 6 Effective Date

Rule 41-501

Ontario Securities Commission Rule 41-501 General Prospectus Requirements

Table Of Contents

Ontario Securities Commission Rule 41-501 General Prospectus Requirements

Part 1 Form Of Prospectus

Part 2 Definitions And Interpretations

Part 3 General Requirements

Part 4 Financial Statement Disclosure For The Issuer

Part 5 Financial Statement Disclosure For A Credit Supporter

Part 6 Financial Statement Disclosure For Significant Acquisitions

Part 7 Financial Statement Disclosure For Multiple Acquisitions That Are Not Otherwise Significant Or Related

Part 8 Pro Forma Financial Statement Disclosure For Significant Dispositions

Part 9 Gaap, Gaas And Auditors’ Reports

Part 10 Audit Committee Review Of Financial Statements Included In A Prospectus

Part 11 Non-Fixed Price Offerings And Reduction Of Offering Price Under A Prospectus

Part 12 Certification

Part 13 General Requirements As To Filing

Part 14 Procedures And Requirements For Granting Receipts

Part 15 Exemption

Part 16 Effective Date

Forms

Ontario Securities Commission Form 41-501F1 Information Required In A Prospectus

Table Of Contents

Ontario Securities Commission Form 41-501F1

Information Required In A Prospectus

Instructions

Prospectus Form

Item 1: Cover Page Disclosure

Instruction

Instructions

Instructions

Item 2: Table of Contents

Item 3: Summary of Prospectus

Instructions

Item 4: Corporate Structure

Instruction

Item 5: General Development of the Business

Item 6: Narrative Description of the Business

Instructions

Instructions

Instructions

Item 7: Use of Proceeds

Instructions

Item 8: Selected Consolidated Financial Information and Management’s Discussion and Analysis