Notice of Ministerial Approval

NOTICE OF MINISTERIAL APPROVAL

OF

NATIONAL INSTRUMENT 45-106,
FORM 45-106F1, FORM 45-106F2, FORM 45-106F3, FORM 45-106F4, FORM 45-106F5
PROSPECTUS AND REGISTRATION EXEMPTIONS

AND

ONTARIO SECURITIES COMMISSION RULE 45-501, FORM 45-501F1
ONTARIO PROSPECTUS AND REGISTRATION EXEMPTIONS

AND

CONSEQUENTIAL AMENDMENTS

On August 26, 2005, the Minister of Government Services approved, pursuant to subsection 143.3(3) of the Securities Act (Ontario), the following as rules under the Act (together the Rules):

• National Instrument 45-106 Prospectus and Registration Exemptions and Forms 45-106F1 Report of Exempt Distribution, 45-106F2 Offering Memorandum for Non-Qualifying Issuers, 45-106F3 Offering Memorandum for Qualifying Issuers, 45-106F4 Risk Acknowledgement and 45-106F5 Risk Acknowledgement -- Saskatchewan Close Personal Friends and Close Business Associates;

• amended and restated Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions and amended and restated Form 45-501F1 Report of Exempt Distribution;

• revocations of National Instrument 32-101 Small Securityholder Selling and Purchase Arrangements, Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors and Consultants and National Instrument 62-101 Control Block Distribution Issues;

• amendments to National Instrument 33-105 Underwriting Conflicts;

• amendments to National Instrument 45-101 Rights Offerings;

• amendments to National Instrument 62-103 The Early Warning System and Related Take-over Bid and Insider Reporting Issues;

• amendments to Multilateral Instrument 45-102 Resale of Securities;

• amendment instrument amending Ontario Securities Commission Rule 13-502 Fees;

• amendment instrument amending Ontario Securities Commission Rule 31-503 Limited Market Dealers;

• amendment instrument amending Ontario Securities Commission Rule 91-501 Strip Bonds;

• amendment instrument amending Ontario Securities Commission Rule 91-502 Trades in Recognized Options;

• Ontario Securities Commission Rule 45-802 Implementing National Instrument 45-106 Prospectus and Registration Exemptions and Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions; and

• Ontario Securities Commission Rule 32-504 (under the Commodity Futures Act) Adviser Registration Exemption.

The Rules were previously made by the Commission on June 14, 2005. On June 14, 2005, the Commission also adopted the following as policies (together the Policies):

• Companion Policy 45-106CP Prospectus and Registration Exemptions;

• amended and restated Companion Policy 45-501CP Ontario Prospectus and Registration Exemptions; and

• amendments to Companion Policy 45-102CP Resale of Securities.

The Rules and Policies were previously published in a supplement to the Bulletin on July 8, 2005. The Rules and Policies are published in a supplement to this Bulletin. The Rules and Policies will come into force in Ontario on September 14, 2005.

On August 26, 2005, the Minister of Government Services also approved a Regulation amending or revoking certain provisions of Regulation 1015 of the Revised Regulations of Ontario, 1990. This Regulation was filed as O.Reg 491/05 on September 7, 2005 and will be published in the Ontario Gazette on September 24, 2005. The Regulation is published in Chapter 9 of this Bulletin.