Proposed Form 45-501F1, Proposed Form 45-501F2: OSC Rule - 45-501 - Ontario Prospectus and Registration Exemptions

FORM 45-501F1⁽¹⁾

Securities Act

Report of a trade under clause 72(1)(a), (b),

(c), (d), (l), (p) or (q) of the Act,

Section 2.4, 2.5 or 2.11 of Rule 45-501

or Subsection 2.1(1) or paragraph 2.2(d) or 2.3(d) of rule 45-504

(Note: Circle or highlight applicable provision)

Note: This report is not required where a bank listed in Schedule I or II to the Bank Act (Canada) or a loan corporation or trust corporation registered under theLoan and Trust Corporation Act acquires from a customer an evidence of indebtedness of the customer or an equity investment in the customer acquiredconcurrently with an evidence of indebtedness.

1. Full name and address of the Vendor.

2. Name and address of the issuer of the security traded and description of the security.

3. Date of trade(s).

4. Amount or Number of Purchase

Securities Purchased Price

5. The vendor has prepared and certified a list comprising the name and address of each purchaser, the amount or number of securities purchasedand the purchase price paid by each purchaser and such certified list will be provided on request to a duly authorized representative of theCommission or to securityholders who acquired securities pursuant to the prospectus exemption in clause 72(1)(p) of the Act or section 2.4 of Rule45-501 Exempt Distributions.

6. State the name and address of any person acting as agent in connection with the trade(s) and the compensation paid or to be paid to such agent.

7. Calculation of Fees payable upon filing Form 45-501F1: (See section 7.3 of Rule 45-501 Exempt Distributions)

Total Fee payable: $ .

8. After exercising reasonable diligence in its enquiries, the vendor believes that the vendor is entitled to the use of the exemption which is circledabove.

Certificate of Vendor or Agent of Vendor

The undersigned hereby certifies that the statements made in this report are true and correct.

DATED at

this day of

19

(Name of vendor or agent -

please print)

(Signature)

(Official capacity -

please print)

(Please print here name of individual whose signature appears above, if different from name of vendor or agent above)

Instructions:

1. In answer to question 6 give the name of the person or company who has been or will be paid remuneration directly related to the trade(s), such ascommissions, discounts or other fees or payments of a similar nature. It is not necessary to include payments for services incidental to the trade such as clerical,printing, legal or accounting services.

2. If the space provided for any answer is insufficient, additional sheets may be used and must be cross-referred to the relevant item and properly identified andsigned by the person whose signature appears on the report.

3. Fee: Cheque made payable to the Ontario Securities Commission.

4. Please print or type and file two signed copies with:

Ontario Securities Commission

Suite 1800, Box 55,

20 Queen Street West

Toronto, Ontario M5H 3S8.

FORM 45-501F2

Securities Act

Report under subsection 72(4) of the Act

or section 2.13, 6.2 or 6.4 of Rule 45-501 or

paragraph 2.2(c) or 2.3(c) of Rule 45-504 of a first trade

(Note: Circle or highlight applicable provision)

1. Full name and address of the Vendor.

2. Full name and address of reporting issuer whose securities were traded.

3. Description of securities sold in reliance on subsection 72(4) of the Act or section 2.13, 6.2 or 6.4 of Rule 45-501.

Amount or Number and

Date of Transaction Description Selling Price

4. State which subclauses or parts of subclauses of clause 72(4)(b) of the Act or section 2.13, 6.2 or 6.4 of Rule 45-501 are relied upon by the Vendor.

5. Full name and address of the party from whom the Vendor acquired the securities and the date of acquisition.

6. Certificate of Vendor.

The undersigned Vendor hereby certifies that the information given in this report relating to the Vendor is true and correct and that to the best of the Vendor'sinformation and belief:

(1) the information given in this report relating to any other party is true,

(2) (a) no unusual effort has been made to prepare the market or create a demand for the securities, and

(b) no extraordinary commission or consideration has been or has been agreed to be paid in respect of the trade covered by this report, and

(3) the trade to which this report relates is an arm's length transaction made in good faith.

Dated at ........ this ...... day of ......, 19...

(name of Vendor or agent -- please print)

(signature)

(official capacity -- please print)

(please print here name of individual whose signature appears above, if different from name of Vendor or agent printed above)

Instructions:

1. If the space provided for any answer is insufficient, additional sheets may be used and must be cross-referred to the relevant item and properly identified andsigned by the person whose signature appears on the report.

2. Please file this report in duplicate. Cheques are payable to the Ontario Securities Commission in the amount set out in section 7.4 of Rule 45-501 ExemptDistributions.

1. Part E.1 of Policy 6.1 provides for additional situations when the OSC will allow question 4(b) to be completed in addition to those set out in the Form 20.In addition, E.1 contemplates that, if the conditions for completing question 4(b) exist and this question is completed, the Commission will not make the Form 20available for public inspection and will not publish in the OSC Bulletin names and addresses of the purchasers of the securities. Form 45-501F1 has been revisedto provide that the name and address of the purchaser is only required to be disclosed if the information is requested by staff at the Commission or a purchaser ofsecurities under the exemption in clause 72(1)(p) of the Act or section 2.4 of the Rule. However, it is proposed that 45-501FI would be available for publicinspection under the Act. Subsection 140(2) of the Act allows the Commission to hold material or a class of material required to be filed by the Act in confidenceprovided that the Commission is of the opinion that certain conditions are met. It is considered that the blanket form of confidentiality provided by Policy 6.1 isnot appropriate as the Commission is of the view that it is required to exercise its discretion under subsection 140(2) on a case by case basis. Similarly, in achange from Policy 6.1, Form 45-501F2 (formerly Form 21) will be available for public inspection, unless a specific request for confidentiality is made and theCommission exercises its discretion under subsection 140(2) of the Act.