Certificates 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

2001-6-04

L. & J. Plating Company Limited

76907

2001-6-5

Len’s Jewellers Limited

266327

2001-6-5

We Hate Music Inc.

1149079

2001-6-5

1419198 Ontario Inc.

1419198

2001-6-5

863174 Ontario Limited

863174

2001-6-6

Engitech Ltd.

360970

2001-6-6

771093 Ontario Inc.

771093

2001-6-7

Maro Energy Consulting Ltd.

1214037

2001-6-7

Ub Management Services Ltd.

368807

2001-6-7

Yee Ngai Inc.

1305183

2001-6-7

1108705 Ontario Limited

1108705

2001-6-8

Col-Rel Services And Holding Limited

338302

2001-6-8

Money Belt Stables Inc..Orporated

1340831

2001-6-8

Pm & J Company Ltd.

1316003

2001-6-8

Quinte Community Information Utility Inc.

1257514

2001-6-8

Skywater Gold Inc.

1195564

2001-6-11

Abloom Irrigation Inc.

813655

2001-6-11

Alden Enterprises Inc.

735752

2001-6-11

Berlin Plumbing And Heating Limited

205579

2001-6-11

Waterfront Race Track Inc..Orporated

1261674

2001-6-11

1211219 Ontario Ltd.

1211219

2001-6-12

1013690 Ontario Ltd.

1013690

2001-6-12

338074 Ontario Inc.

338074

2001-6-12

78702 Ontario Limited

78702

2001-6-13

Insignia Solutions Corp.

1159469

2001-6-17

Ken-Shep Holdings Limited

971792

2001-6-28

George Lu & Asssociates, Inc.

1201956

2001-6-28

Reliance Realty Savings Plan Inc.

807552

2001-6-28

Rotnem Holdings Ltd.

524621

2001-6-28

Sumarfel Corporation

957468

2001-6-28

1139646 Ontario Inc.

1139646

2001-6-28

360 Queens Limited

119068

2001-6-29

Chiropractic Works Technical Services Inc.

1419985

2001-6-29

Jaf Design & Contracting

1063642

2001-6-29

K.H.S. (Durham) Investments Limited

285771

2001-6-29

Precision Shape Modelling, Inc.

1246393

2001-6-29

Tonpol Enterprises Ltd.

351426

2001-6-29

1124391 Ontario Limited

1124391

2001-6-29

1135547 Ontario Inc.

1135547

2001-6-29

1183491 Ontario Inc.

1183491

2001-6-29

1222489 Ontario Inc.

1222489

2001-7-3

Manlex Corp.

539263

2001-7-3

Powell Corporation

402491

2001-7-3

1062213 Ontario Inc.

1062213

2001-7-3

575991 Ontario Limited

575991

2001-7-4

Chapman’s Bakery Inc.

552973

2001-7-4

Copp Supply Depot Inc.

411600

2001-7-4

Feldmann Window Mfg. Limited

215800

2001-7-4

Lavern Asmussen (1991) Inc.

930873

2001-7-4

Musgrave Leasing Limited

1014257

2001-7-4

Tiepacific Trading Limited

893655

2001-7-4

Trent Valley Creamery Limited

77108

2001-7-4

1265251 Ontario Ltd.

1265251

2001-7-4

536326 Ontario Limited

536326

2001-7-4

757529 Ontario Ltd.

757529

2001-7-4

957427 Ontario Limited

957472

2001-7-5

Canadian Industrial Auctioneers (Int’l) Ltd.

856630

2001-7-5

G.A. Design Inc.

805426

2001-7-5

Geo - International Services Limited

668652

2001-7-5

Weyerhaeuser (North Superior) Limited

985971

2001-7-5

1345746 Ontario Limited

1345746

2001-7-5

519519 Ontario Limited

519519

2001-7-5

630142 Ontario Limited

630142

2001-7-6

Appleview Developments Ltd.

317978

2001-7-6

Atinc.O Paper Products Limited

925683

2001-7-6

Jhe Inc.

1152812

2001-7-6

Lynray Investments Limited

215176

2001-7-6

1464295 Ontario Inc.

1464295

2001-7-6

474243 Ontario Ltd.

474243

B. G. Hawton
Director (A), Companies Branch
29/01

Notice of Default in Complying with the Corporations Information Act

Notice Is Hereby Given under subsection 241 (3) of the Business Corporations Act that unless the corporations listed hereunder comply with the filing requirements under the Corporations Information Act within 90 days of this notice orders dissolving the corporation(s) will be issued. The effective date precedes the corporation listings.

Date

Name of Corporation

Ontario Corporation Number

2001-7-10

1273982 Ontario Limited

1273982

B. G. Hawton
Director (A), Companies Branch
29/01

Notice of Default in Complying with a Filing Requirement under the Corporations Information Act

Notice Is Hereby Given under subsection 317(9) of the Corporations Act, that unless the corporations listed hereunder comply with the requirements of the Corporations Information Act within 90 days of this Notice, orders will be made dissolving the defaulting corporations. The effective date precedes the corporation listings.

Date

Name of Corporation

Ontario Corporation Number

2001-7-10

Substance Abuse Prevention, Health Recovery And Research Institute Of Waterloo Region Inc.

906028

B. G. Hawton
Director (A), Companies Branch
29/01

Notice of Default in Complying with the Corporations Tax Act

The Director has been notified by the Minister of Finance that the following corporations are in default in complying with the Corporations Tax Act.

Notice Is Hereby Given under subsection 241 (1) of the Business Corporations Act, that unless the corporations listed hereunder comply with the requirements of the Corporations Tax Act within 90 days of this notice, orders will be made dissolving the defaulting corporations. All enquiries concerning this notice are to be directed to Corporations Tax Branch, Ministry of Finance, 33 King Street West, Oshawa, Ontario L1H 8H6.

 

Name of Corporation

Ontario Corporation Number

1

Phoenix Health Group Inc.

711125

2

563891 Ontario Limited

563891

B. G. Hawton
Director (A), Companies Branch
29/01

Cancellation of Certificate of Incorporation (Business Corporations Act)

Notice Is Hereby Given that by orders under subsection 241 (4) of the Business Corporations Act, the certificates of incorporation set out hereunder have been cancelled and corporation(s) have been dissolved. The effective date of cancellation precedes the corporation listing.

Date

Name of Corporation

Ontario Corporation Number

2000-10-30

1436807 Ontario Inc.

1436807

2000-11-6

1419399 Ontario Limited

1419399

2000-11-7

1448855 Ontario Limited

1448855

2000-11-7

1448856 Ontario Limited

1448856

2000-11-7

1448857 Ontario Limited

1448857

2000-11-8

1439604 Ontario Ltd.

1439604

2000-11-15

1450102 Ontario Limited

1450102

2000-11-15

1450108 Ontario Inc.

1450108

2000-11-17

1450519 Ontario Inc.

1450519

2000-11-17

1450520 Ontario Inc.

1450520

2000-11-22

1451996 Ontario Limited

1451996

2001-1-3

1457274 Ontario Inc.

1457274

2001-1-8

1451526 Ontario Ltd.

1451526

2001-1-8

1458297 Ontario Inc.

1458297

B. G. Hawton
Director (A), Companies Branch
29/01

Credit Unions and Caisses Populaires Act, 1994 (Certificates of Amendment of Articles Issued)

Notice Is Hereby Given that, under the Credit Unions and Caisses Populaires Act, 1994 amendments to articles have been effected as follows:

Date of Incorporation

Name of Corporation

Effective Date

1953-5-22

John E. Krek’s Slovenian (Toronto) Credit Union Limited
change its name to:
Krek Slovenian Credit Union Ltd.

2001-6-27

John M. Harper,
Director, Compliance Branch, by delegated Authority from Dina Palozzi,
Superintendent of Financial Services.
29/01

Credit Unions and Caisses Populaires Act (Certificate of Amalgamation)

Notice Is Hereby Given that, a certificate of amalgamation under the Credit Unions and Caisses Populaires Act, has been endorsed: The effective date precedes the corporation listings.

Date

Name of Amalgamated Corporation Amalgamating Corporations

Ontario Corporation Number

2001-5-1

Caisse Populaire Nolin De Sudbury IncorporÉE
(Caisse Populaire St-Jean de Brébeuf (Sudbury) Limitée and Caisse Populaire Ste-Anne de Sudbury Limitée)

1416218

John M. Harper,
Director, Examinations
Licensing and Enforcement Division Financial Services Commission of Ontario.
29/01

Ontario Securities Commission

Ontario Securities Commission

National Instrument 45-101 Rights Offerings

Table Of Contents

Part 1
Definitions, Interpretation And Application

    1. Definitions
    2. Interpretation
    3. Application

Part 2
Removal Of Rights Offering Prospectus Exemption

    1. General
    2. Restricted Offerings

Part 3
Prospectus Exempt Offerings

    1. Deliveries to the Reviewing Authority
    2. Delivery to Securityholders
    3. Amendments

Part 4
Prospectus Offerings

    1. Reliance on Registration Exemption
    2. Prospectus
    3. Compliance with Instrument
    4. Amendment

Part 5
Insider Subscriptions

    1. Insider Subscriptions

Part 6
Stand-By Commitments

    1. Stand-By Commitments

Part 7
Additional Subscription Privilege

    1. Additional Subscription Privilege
    2. Stand-by Commitment
    3. Number or Amount of Securities
    4. Price of Securities

Part 8
Appointment Of Depository

    1. Depository
    2. Release of Funds from Depository

Part 9
Listing Representations

    1. Listing Representations

Part 10
Exemption

    1. Connection Test
    2. Exemption
    3. Evidence of Exemption

Part 11
Effective Date

    1. Effective Date of Instrument

Form 45-101F

National Instrument 45-101 Rights Offerings

Part 1 Definitions, Interpretation And Application

    1. Definitions - In this Instrument

      “acceptance date” means

      1. in all jurisdictions except Quebec,
        1. the date that is 10 days after the date the issuer gives the notice referred to in the rights offering prospectus exemption, or
        2. if the reviewing authority has objected to the proposed trade under the rights offering prospectus exemption, the date the reviewing authority notifies the issuer by written notice that it no longer objects to the use of the rights offering prospectus exemption; and
      2. in Quebec,
        1. he date that is 15 days after the date the issuer gives the notice referred to in the rights offering prospectus exemption, or
        2. if the reviewing authority has objected to the proposed trade under the rights offering prospectus exemption, the date the reviewing authority notifies the issuer by written notice that it no longer objects to the use of the rights offering prospectus exemption.

        “additional subscription privilege” means the privilege, granted to a holder of a right, to subscribe for securities not subscribed for under a basic subscription privilege;

        “basic subscription privilege” means a privilege to subscribe for that number of securities set out in a rights certificate held by a holder of the rights certificate;

        “class” includes a series of a class of securities;

        “managing dealer” means a dealer that has entered into an

        agreement with an issuer under which the dealer has agreed to organize, and participate in, the solicitation of the exercise of rights issued by the issuer;

        “market price” means for securities of a class for which there is a published market

        1. except as provided in paragraph (b)
          1. if the published market provides a closing price, the simple average of the closing price of securities of that class on the published market for each of the trading days on which there was a closing price falling not more than 20 trading days immediately before the day as of which the market price is being determined, or
          2. if the published market does not provide a closing price, but provides only the highest and lowest prices of securities of the class traded, the average of the simple averages of the highest and lowest prices of securities of the class on the published market for each of the trading days on which there were highest and lowest prices falling not more than 20 trading days immediately before the day as of which the market price is being determined, or
        2. if trading of securities of the class in the published market has occurred on fewer than 10 of the immediately preceding 20 trading days, the average of the following amounts established for each of the 20 trading days immediately before the day as of which the market price is being determined:
          1. The average of the closing bid and closing ask prices for each day on which there was no trading.
          2. If the published market
            1. provides a closing price of securities of the class for each day that there has been trading, the closing price, or
            2. provides only the highest and lowest prices, the average of the highest and lowest prices of securities of that class for each day that there has been trading;

          “published market” means, for a class of securities, a marketplace on which the securities have traded that discloses regularly in a publication of general and regular paid circulation or in a form that is broadly distributed by electronic means the prices at which those securities have traded;

          “reviewing authority” means

        1. in all jurisdictions except British Columbia and Alberta, the securities regulatory authority or regulator; and
        2. in British Columbia and Alberta, the regulator;

          “rights offering” means

        3. in all jurisdictions except British Columbia, the issuance by an issuer to its securityholders of
          1. a right to purchase additional securities of the issuer’s own issue, and
          2. securities on exercise of the right; and
        4. in British Columbia, the issuance by an issuer to its securityholders of a right to purchase additional securities of the issuer’s own issue;

          “rights offering prospectus exemption” means the exemption in securities legislation from the prospectus requirement for a rights offering;

          “rights offering registration exemption” means the exemption in securities legislation from the trading registration requirement for a rights offering;

          “soliciting dealer” means a person or company the interest of which in a rights offering is limited to participating in the solicitation of the exercise of rights by holders of those rights;

          “stand-by commitment” means an agreement by a person or company to acquire securities of an issuer not issued under the basic subscription privilege or the additional subscription privilege available under a rights offering; and

          “subscription price” means the price per security at which the securities issuable on the exercise of rights may be subscribed for under a rights offering.

    2. Interpretation - For the purpose of the definition of “market price”, if there is more than one published market for a security,
      1. if only one of the published markets is in Canada, the market price shall be determined solely by reference to that market;
      2. if there is more than one published market in Canada, the market price shall be determined solely by reference to the published market in Canada on which the greatest volume of trading in the particular class of securities occurred during the 20 trading days immediately before the date as of which the market price is being determined; and
      3. if there is no published market in Canada, the market price shall be determined solely by reference to the published market on which the greatest volume of trading in the particular class of securities occurred during the 20 trading days immediately before the date on which the market price is being determined.
    3. Application - This Instrument applies to an issuer that trades in a local jurisdiction, by way of a rights offering, securities of its own issue to a beneficial holder of its securities.

Part 2 Removal Of Rights Offering Prospectus Exemption

    1. General - The rights offering prospectus exemption is not available to an issuer unless the issuer and the rights offering comply with the requirements of Parts 3, 5, 6, 7 and 8 of this Instrument.
    2. Restricted Offerings - The rights offering prospectus exemption is not available to an issuer for a rights offering in any of the following circumstances:
      1. The issuer is a reporting issuer in any jurisdiction and there would be an increase of more than 25 percent in the number, or, in the case of debt, the principal amount, of the outstanding securities of the class to be issued upon the exercise of rights, assuming the exercise of all rights issued under the rights offering and the exercise of any other rights issued by the issuer under the rights offering prospectus exemption during the 12 months immediately before the acceptance date.
      2. The issuer has entered into an agreement to compensate a person or company for soliciting the exercise of rights issued under the rights offering that provides for payment of a higher fee for soliciting the exercise of rights by holders of rights that were not securityholders of the issuer immediately before the rights offering than the fee issuer immediately before the rights offering than the fee payable for soliciting the exercise of rights by holders of rights that were securityholders at that time.
      3. The rights offering is conditional on a minimum amount of proceeds being raised and the exercise period for the rights is more than 45 days after the acceptance date.
      4. The issuer is not a reporting issuer in any jurisdiction and the exercise period for the rights is more than 60 days after the acceptance date.
      5. The issuer is a reporting issuer in any jurisdiction and the exercise period for the rights is more than 90 days after the acceptance date.
      6. The issuer is a reporting issuer in any jurisdiction and the exercise period for the rights is less than 21 days after the date on which the rights offering circular is sent to securityholders under paragraph 3.2(a).
      7. The issuer is a reporting issuer in any jurisdiction and has not filed financial statements required to be filed under Canadian securities legislation.

Part 3 Prospectus Exempt Offerings

    1. Deliveries to the Reviewing Authority
      1. An issuer that is relying on the rights offering prospectus exemption shall send to the reviewing authority the following documents:
        1. A rights offering circular in draft and final form prepared in accordance with Form 45-101F.
        2. If the issuer is not a reporting issuer in any jurisdiction, a statement of the issuer signed on its behalf by a senior officer confirming:
          1. that the issuer is in compliance with the requirements of its incorporating legislation concerning the distribution of information to its security holders; and
          2. no material change has occurred that has not been previously disclosed in writing to its security holders.
        3. A copy of any agreement entered into, or proposed to be entered into, by the issuer with a managing dealer.
        4. A copy of the technical reports and certificates prepared under National Instrument 43-101 Standards of Disclosure for Mineral Projects or 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.
        5. The details of any other rights offering completed by the issuer within the 12 months immediately preceding the date the rights offering circular in draft form is sent to the reviewing authority.
      2. A rights offering circular in draft form may exclude information about the subscription price and other matters dependent on the subscription price.
    2. Delivery to Securityholders - An issuer that is required to provide notice under the rights offering prospectus exemption shall send
      1. to each securityholder entitled to receive rights under the rights offering a rights offering circular to which the rights offering a rights offering circular to which the reviewing authority has not objected or has confirmed its acceptance; and
      2. to each securityholder entitled to receive rights under the rights offering and to each registered rights holder, a copy of any amendment under section 3.3.
    3. Amendments
      1. An issuer that has sent to its securityholders a rights offering circular under paragraph 3.2(a) may amend the rights offering circular, for the purpose of updating information, by sending to the reviewing authority an amendment to the rights offering circular in draft and final form or an amended rights offering circular in draft and final form blacklined to the previously filed rights offering circular.
      2. Despite subsection (1), after the acceptance date, an issuer shall not amend the rights offering circular to change the terms of the rights offering.

Part 4 Prospectus Offerings

    1. Reliance on Registration Exemption - An issuer that files a prospectus for a rights offering and intends to rely on the rights offering registration exemption shall state that it intends to rely on the exemption in a letter accompanying the filing of the preliminary prospectus.
    2. Prospectus - An issuer shall not file a prospectus for a rights offering, unless
      1. in addition to qualifying the distribution of the rights, the prospectus qualifies the distribution of the securities issuable on the exercise of the rights;
      2. if there is a managing dealer, the managing dealer has signed the underwriter’s certificate in the prospectus; and
      3. if the issuer is a reporting issuer, the exercise period for the rights is at least 21 days after the date on which the prospectus is sent to security- holders.
    3. Compliance with Instrument - An issuer shall not file a prospectus or an amendment to a prospectus for a rights offering unless the issuer and the rights offering comply with the requirements of Parts 5, 6, 7 and 8.
    4. Amendment - An issuer shall not file an amendment to a prospectus for a rights offering to change the terms of the rights offering.

Part 5 Insider Subscriptions

    1. Insider Subscriptions
      1. If there is no published market or the subscription price is greater than the market price, for securities of the class of securities issuable on the exercise of the rights, no insider of the issuer shall be permitted to increase its proportionate interest in the issuer through the exercise of the rights under the rights offering or through a stand-by commitment.
      2. Subsection (1) does not apply if there is no published market and the issuer, at the time that the rights offering circular in final form or the rights offering prospectus under which the rights are to be issued is sent to the reviewing authority, by notice in writing confirms to the reviewing authority that the subscription price for the securities issuable on the exercise of the rights is not securities issuable on the exercise of the rights is not greater than the fair value of the securities on the day before the date the subscription price is established.

Part 6 Stand-By Commitments

    1. Stand-By Commitments - If there is a stand-by commitment for a rights offering, the issuer shall deliver to the reviewing authority at the time the rights offering circular in final form or the rights offering prospectus is sent to the reviewing authority evidence that the person or company providing the stand-by commitment has the financial ability to carry out the stand-by commitment.

Part 7 Additional Subscription Privilege

    1. Additional Subscription Privilege - An issuer shall not grant an additional subscription privilege to a holder of a right unless the issuer grants the additional subscription privilege to all holders of rights.
    2. Stand-by Commitment - If there is a stand-by commitment for a rights offering, the issuer shall grant an additional subscription privilege to all holders of rights.
    3. Number or Amount of Securities
      1. Under an additional subscription privilege, each holder of a right shall be entitled to receive, on exercise of the additional subscription privilege, the number or amount of securities that is equal to the lesser of
        1. the number or amount of securities subscribed for by the holder under the additional subscription privilege; and
        2. x(y/z) where

          x = the aggregate number or amount of securities available through unexercised rights,

          y = the number of rights previously exercised by the holder under the rights offering, and

          z = the aggregate number of rights previously exercised under the rights offering by holders of rights that have subscribed for securities under the additional subscription privilege.

        3. Any unexercised rights shall be allocated on a pro rata basis to holders who subscribed for additional securities based on the additional subscription privilege up to the number of securities subscribed for by a particular holder.
    4. Price of Securities - The subscription price under an additional subscription privilege or a stand-by commitment shall be the same as the subscription price under the basic subscription privilege.

Part 8 Appointment Of Depository

    1. Depository
      1. Subject to section 8.2, if a reporting issuer has specified in a rights offering circular or rights offering prospectus that no securities will be issued on the exercise of the rights unless proceeds at least equal to the specified minimum amount are received by the issuer under the rights offering, the issuer shall appoint one of the following to hold, as a depository, all money received on the exercise of the rights until that specified minimum amount is received or until the money is returned under the agreement referred to in section 8.2:
        1. A Canadian financial institution.
        2. A registrant in the jurisdiction in which the funds are proposed to be held, who is acting as managing dealer for the rights offering, or if there is no managing dealer, who is acting as a soliciting dealer.
      2. The issuer shall identify the depository appointed under subsection (1) in the rights offering circular or rights offering prospectus.
    2. Release of Funds from Depository - The agreement between the depository and the issuer under which the depository referred to in section 8.1 is appointed shall provide that, if the specified minimum amount referred to in section 8.1 is not received by the depository during the exercise period for the rights, the money held by the depository will be returned in full to the holders of rights that have subscribed for securities under the rights offering.

Part 9 Listing Representations

    1. Listing Representations - A reviewing authority’s written permission to include a listing representation that is not otherwise permitted under the securities legislation of the Jurisdictions in a rights offering circular or in a rights offering prospectus is evidenced by the acceptance of, or non-objection to, the circular or the issuance of a receipt for the prospectus by the reviewing authority.

Part 10 Exemption

    1. Connection Test
      1. Parts 2, 3, 5, 6, 7 and 8 do not apply to an issuer effecting a rights offering if
        1. to the knowledge of the issuer after reasonable enquiry,
          1. the number of beneficial holders of the class for which the rights are issued resident in Canada does not constitute 10 percent or more of all holders of that class;
          2. the number of securities of the issuer of the class for which the rights are issued beneficially held by securityholders resident in Canada does not constitute, in the aggregate, 10 percent or more of the outstanding securities of that class;
          3. the number of beneficial holders of the class for which the rights are issued resident in the local jurisdiction does not constitute five percent or more of all holders of that class; and
          4. the number of securities of the issuer of the class for which the rights are issued beneficially held by securityholders resident in the local jurisdiction does not constitute, in the aggregate, five percent or more of the outstanding securities of that class; and
        2. all materials sent to any other securityholders for the rights offering are concurrently sent to the reviewing authority and to each securityholder of the issuer resident in the local jurisdiction.
      2. An issuer relying on the exemption in subsection (1) shall send to the reviewing authority a written notice that it is relying on the exemption and a certificate of an officer or director of the issuer, or if the issuer is a limited partnership, an officer or director of the general partner of the issuer, or if the issuer is a trust, a trustee or officer or director of a trustee of the issuer, that to the knowledge of the person signing the certificate, after reasonable inquiry that
        1. the number of beneficial holders of the class for which the rights are issued resident in Canada does not constitute 10 percent or more of all holders of that class;
        2. the number of securities of the issuer of the class for which the rights are issued beneficially held by securityholders resident in Canada does not constitute, in the aggregate, 10 percent or more of the outstanding securities of that class;
        3. the number of beneficial holders of the class for which the rights are issued resident in the local jurisdiction does not constitute five percent or more of all holders of that class; and
        4. the number of securities of the issuer of the class for which the rights are issued beneficially held by securityholders resident in the local jurisdiction does not constitute, in the aggregate, five percent or more of the outstanding securities of that class.
    2. Exemption
      1. The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.
      2. Despite subsection (1), in Ontario, only the regulator may grant such an exemption.
    3. Evidence of Exemption - Without limiting the manner in which an exemption under section 10.2 may be evidenced, the issuance by the reviewing authority of a receipt for the rights offering prospectus or acceptance of, or non-objection to, the rights offering circular is evidence of the granting of the exemption if
      1. the person or company that sought the exemption delivered to the regulator on or before the date the preliminary rights offering prospectus or rights offering circular in draft form was sent to the reviewing authority, a letter or memorandum describing the matters relating to the exemption application, and indicating why consideration should be given to the granting of the exemption; and
      2. the regulator has not sent written notice to the contrary to the person or company that sought the exemption before or concurrently with the issuance of the receipt for the prospectus or acceptance of, or non-objection to, the circular by the reviewing authority.

Part 11 Effective Date

    1. Effective Date of Instrument - This Instrument comes into force on July 25, 2001.

National Instrument 45-101 Form 45-101F

Information Required In A Rights Offering Circular

This is the form required by section 3.1 of National Instrument 45-101 Rights Offerings.

Item 1 - Name of Issuer
    1. Name of Issuer - State the full legal name of the issuer and the addresses of its head office or registered office, and of its principal office.
Item 2 - Summary of Offering
    1. Summary of Offering - On the first page of the circular, set out in summary form
      1. the number of rights;
      2. the record date;
      3. the time and date of expiry of the offer;
      4. the subscription price;
      5. the basic subscription privilege;
      6. the maximum number of securities issuable and the proceeds to be received by the issuer, assuming the exercise of all rights issued under the rights offering;
      7. the estimated expenses of the rights offering;
      8. any stand-by commitment;
      9. the basis on which any additional subscription privilege may be exercised; and
      10. the minimum amount of proceeds, if any, upon which the rights offering is conditioned.

Instructions:

  1. If the rights will be listed on a stock exchange, include the following statement on the face page:

    “The Rights will be listed on the [name of exchange]”.

  2. If the securities issuable on the exercise of the rights will be listed on a stock exchange, include the following statement on the face page:

    “The [name of exchange] has approved the listing of the [name of securities] issuable on the exercise of the Rights”.

Item 3 - International Issuers
    1. If 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 rights offering circular, with the bracketed information completed:

      “[The issuer] is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada. Although [the issuer has appointed [name(s) and address(es) for agent(s) for service] as its agent(s) for service of process in [list jurisdictions] it may not be possible for investors to collect from the issuer, judgments obtained in Canadian courts predicated on the civil liability provisions of securities legislation”

    2. In Saskatchewan, the rights offering circular must comply with the requirement to disclose statutory rights of action prescribed under securities legislation.
Item 4 - Brief Description of the Business of the Issuer
    1. Brief Description of the Business of the Issuer - Briefly describe the business carried on and intended to be carried on by the issuer and its subsidiaries. by the issuer and its subsidiaries.
Item 5 - Details of the Rights and Securities Offered
    1. Details of the Rights and Securities Offered - Describe the significant attributes of the rights issued under the rights offering and the securities to be issued on the exercise of the rights.
Item 6 - Registration and Delivery of Certificates Evidencing Securities
    1. Registration and Delivery of Certificates Evidencing Securities - Describe the details of the registration and delivery of security certificates or other evidence of securities to holders of rights who exercise the rights.
Item 7 - Subscription Agent and Transfer Agent
    1. Subscription Agent and Transfer Agent
      1. Identify the person or company appointed as subscription agent to receive subscriptions and payments from holders of a rights certificate and to perform the services relating to the exercise and transfer of the rights and provide details of such arrangements.
      2. Identify the person or company appointed as registrar and transfer agent for the securities to be issued on exercise of the rights.
Item 8 - How to Exercise the Rights
    1. How to Exercise the Rights - Set out in detail how a holder may exercise the basic subscription privilege, exercise any additional subscription privilege, sell or transfer rights or divide or combine the rights evidenced by the certificate.

Instructions:

  1. Describe the basis on which a holder of a rights certificate may exercise the basic subscription privilege and any additional subscription privilege.
  2. State if a holder of rights is to forward payment for additional securities issuable under any additional subscription privilege with the duly completed rights certificate or wait until notified by the issuer of the number of additional securities allotted to such holder.
  3. Describe the basis on which the holder of a rights certificate may sell or transfer the rights or the prohibitions to the transfer.
  4. Describe the basis on which the holder of a rights certificate may divide or combine the certificate with other rights certificates.
Item 9 - Stand-By Commitment
    1. Stand-By Commitment - Identify the person or company providing the stand-by commitment, if any. Describe the standby commitment, if any, and the material terms of the basis on which the person or company providing the stand-by commitment may terminate the obligation under the stand-by commitment.
Item 10 - Escrow of Proceeds and Depository
    1. Escrow of Proceeds and Depository - Identify the depository, if any, and any provisions for the deposit of the proceeds of the rights offering with the depository.
Item 11 - Managing Dealer, Soliciting Dealer(s) and Underwriting Conflicts
    1. Managing Dealer and Soliciting Dealer(s) - Identify the managing dealer, if any, and the soliciting dealers, if known, and describe the fees payable to them.
    2. Underwriting Conflicts
      1. except in Quebec, if Multilateral Instrument 33-105 Underwriting Conflicts is not in force, provide the disclosure required by securities legislation.
      2. except in Quebec, if and when Multilateral Instrument 33-105 Underwriting Conflicts comes into force, comply with the requirements of Multilateral Instrument 33-105 Underwriting Conflicts.
      3. in Quebec, provide the disclosure regarding underwriting conflicts in accordance with Quebec securities legislation.

Instructions:

Disclose any information concerning conflicts of interest, including, without limitation, underwriting conflicts, as required by securities legislation

Item 12 - Intention of Insiders to Exercise Rights
    1. Intention of Insiders to Exercise Rights - State, if known to the issuer after reasonable enquiry, the intentions of insiders of the issuer, concerning the exercise of rights issued under the rights offering.
Item 13 - Ownership of Securities of Issuer
    1. Ownership of Securities of Issuer - Provide the following information for each person or company that is the direct or indirect beneficial owner of or exercises control or direction over more than 10 percent of any class or series of voting securities of the issuer as of a specified date not more than 30 days before the date of the rights offering circular:
      1. the name;
      2. for each class or series of voting securities of the issuer, the number or amount of securities owned, controlled or directed; and
      3. the percentage of each class or series of voting securities known by the issuer to be owned, controlled or directed.
    2. Changes of Ownership - State the particulars of any issuances and, if known to any director or senior officer of the issuer, transfers of securities of the issuer that in either case have materially affected the control of the issuer since the end of the most recent financial year for which audited financial statements have been prepared.
Item 14 - Use of Proceeds
    1. Use of Proceeds - Describe the use of the proceeds of the rights offering.

Instructions:

Specify the estimated gross and net proceeds of the rights offering assuming full exercise of the rights, any minimum amount of proceeds required, and the purpose intended for the proceeds.

Item 15 - Statement as to Resale Restrictions
    1. Statement as to Resale Restrictions - where the issuer is offering rights in one or more jurisdictions in which there are restrictions on the resale of securities, the rights offering circular shall include a heading entitled “Statement as to Resale Restrictions” under which the issuer shall include a statement disclosing when those rights and underlying securities will become freely tradable in those jurisdictions and that until then, such securities may not be resold except pursuant to a prospectus or prospectus exemption, which may only be available in limited circumstances.

Item 16 - Website

    1. Website - Disclose the Sedar website address and that continuous disclosure for the issuer can be obtained on that site.

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