Proposed National Instrument: NI - 71-101 & 71-801 - The Multi Jurisdictional Disclosure System

 

NATIONAL INSTRUMENT 71-101 THE MULTIJURISDICTIONAL DISCLOSURE SYSTEM

TABLE OF CONTENTS

PART 1 DEFINITIONS
1.1 Definitions

PART 2 GENERAL
2.1 Timing of Filing
2.2 Successor Issuers
2.3 Successor Issuer Interpretation

PART 3 MJDS PROSPECTUS DISTRIBUTIONS OF SECURITIES OF U.S. ISSUERS
3.1 General Eligibility Criteria
3.2 Alternative Eligibility Criteria for Certain Guaranteed Issues
3.3 Limitation on Distribution of Derivative Securities
3.4 Preliminary MJDS Prospectus and MJDS Prospectus

PART 4 FORM AND CONTENT OF MJDS PROSPECTUS
4.1 Distributions in Canada and the U.S.
4.2 Distributions only in Canada
4.3 Additional Legends and Disclosure
4.4 Incorporation by Reference
4.5 Statements Modified or Superseded
4.6 Reconciliation of Financial Statements
4.7 General Certification Requirements
4.8 Certificate Requirement for Rule 415 Offerings
4.9 Certificate Requirement for Rule 430A Offerings
4.10 Certificates for Rule 430A Pricing Prospectus
4.11 Signing of Certificates by Agent

PART 5 FILING PROCEDURES
5.1 Specification of Principal Jurisdiction
5.2 Alternate Principal Jurisdiction
5.3 SEC Review

PART 6 FILING DOCUMENTS
6.1 Principal Jurisdiction
6.2 Canada-U.S. Offering
6.3 Non-Principal Jurisdictions
6.4 Certificate Regarding Eligibility Criteria
6.5 Consents
6.6 Further Consents
6.7 Form of Consent
6.8 Reports on Property
6.9 Appointment of Agent for Service
6.10 Powers of Attorney
6.11 Notification of Effectiveness
6.12 Exhibits to Registration Statement
6.13 Commercial Copies
6.14 Rule 415 Offerings
6.15 French Language Documentation Not Required

PART 7 AMENDMENT AND SUPPLEMENT PROCEDURES
7.1 Form of Amendment or Supplement
7.2 Modification or Amendment
7.3 Post-Effective Amendment
7.4 Amendment to Additional Disclosure
7.5 Filing of Rule 415 Prospectus Supplement
7.6 Rule 415 Prospectus Supplement Not Filed
7.7 Filing of Rule 430A Pricing Prospectus
7.8 Incorporation by Reference of Pricing Information
7.9 Filing of Revised U.S. Prospectus or Prospectus Supplement

PART 8 DISSEMINATION REQUIREMENTS
8.1 General
8.2 Prospectus Supplements
8.3 Rule 430A Pricing Prospectus
8.4 Documents Incorporated by Reference
8.5 Provision of Documents Incorporated by Reference

PART 9 REGISTRATION REQUIREMENTS
9.1 Rights offerings

PART 10 CONFLICTS OF INTEREST
10.1 Distributions of a Registrant or Connected Issuer

PART 11 GENERAL
11.1 Representations as to Listing
11.2 Solicitations of Expressions of Interest
11.3 Other Prospectus Requirements

PART 12 BIDS FOR SECURITIES OF U.S. ISSUERS
12.1 General Eligibility Criteria
12.2 MJDS Take-Over Bid Circular and MJDS Issuer Bid Circular
12.3 Securities Exchange Bids
12.4 Compliance with U.S. tender offer requirements
12.5 Form and Content of Bid Documents
12.6 Incorporation by Reference
12.7 Statements Modified or Superseded
12.8 Reconciliation of Financial Statements
12.9 Certificates
12.10 Bid Circular Filing Procedures
12.11 Notification to Offeree Issuer
12.12 French Language Documentation Not Required
12.13 MJDS Directors' Circulars and MJDS Director's or Officer's Circulars
12.14 Securities Exchange Bids
12.15 Notices of Variation and Notices of Change
12.16 Dissemination Requirements

PART 13 BUSINESS COMBINATIONS
13.1 Eligibility Criteria
13.2 Form and Content of Disclosure Documents and Procedures

PART 14 MATERIAL CHANGE REPORTING
14.1 News Release
14.2 Material Change Reports

PART 15 FINANCIAL STATEMENTS, ANNUAL INFORMATION FORMS
AND MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
15.1 Financial Statements
15.2 Annual Reports, Annual Information Forms and Management's
Discussion and Analysis

PART 16 PROXIES AND PROXY SOLICITATION
16.1 Proxy Solicitation by a U.S. Issuer
16.2 Proxy Solicitation by Another Person or Company
16.3 Determination of Eligibility

PART 17 INSIDER REPORTING
17.1 Insider Reporting

PART 18 COMMUNICATION WITH BENEFICIAL OWNERS OF
SECURITIES OF A REPORTING ISSUER
18.1 Communication with Beneficial Owners of Securities of
a Reporting Issuer

PART 19 TRUST INDENTURE REQUIREMENTS
19.1 Trust Indenture Requirements

PART 20 FINANCIAL DISCLOSURE
20.1 Financial Disclosure

PART 21 EXEMPTIONS
21.1 Exemption
21.2 Evidence of Exemption

APPENDIX

FORMS OF PROSPECTUS CERTIFICATES FOR RULE 415 OFFERINGS
1. Method 1: Supplements Without Prospectus Certificates
1.1 Issuer's Certificates
1.2 Guarantor's Certificates
1.3 Underwriters' Certificates
2. Method 2: Prospectus Certificates in Each Supplement
2.1 Issuer's Certificate
2.2 Guarantor's Certificates
2.3 Underwriters' Certificate

FORM 71-101F1
FORMS OF SUBMISSION TO JURISDICTION AND APPOINTMENT OF
AGENT FOR SERVICE OF PROCESS
1. Prospectus Offering of Securities
2. Take-over or Issuer Bid
3. Trust Indenture

NATIONAL INSTRUMENT 71-101 - THE MULTIJURISDICTIONAL DISCLOSURE SYSTEM
Important Notice
REFORMULATED INSTRUMENT SOURCE FROM NP45
DRAFTING METHODOLOGY

 

PART 1 DEFINITIONS

1.1 Definitions

In this Instrument

Source: NP45, Part 2 (except as noted)

PART 2. DEFINITIONS

As used in this Policy Statement, unless the subject matter or context otherwise requires, the following terms shall have the following meanings:

Methodology: This Instrument, Companion Policy 71-101CP and Rule 71-801 or the blanket ruling implementing this Instrument in a jurisdiction constitute thereformulation of National Policy Statement No. 45 ("NP45") and its accompanying rule or blanket ruling.

This Instrument is an initiative of the CSA. It is expected to be adopted as a rule in each of Ontario, Alberta, British Columbia and Nova Scotia, and as a policyin each of the other jurisdictions represented by the CSA, other than Saskatchewan. The Instrument is expected to be adopted as a commission regulation inSaskatchewan.

Part 1 of NP45 dealing with the purpose and application of NP45 now appears in Part 1 and Part 2 of the Companion Policy 71-101CP.

We have added or varied a number of the definitions in NP45, for the reasons set forth opposite the relevant definition.

A national definition instrument has been adopted as National Instrument 14-101 Definitions. It contains definitions of certain terms used in more than onenational instrument. National Instrument 14-101 also provides that a term used in a national instrument and defined in the statute relating to securities of thelocal jurisdiction, the definition of which is not restricted to a specific portion of the statute, will have the meaning given to it in that statute unless the contextotherwise requires. National Instrument 14-101 also provides that a provision or reference within a provision of a national instrument that specifically refers byname to a jurisdiction other than the local jurisdiction, shall not have any effect in the local jurisdiction unless otherwise stated in the provision.

The term "securities legislation" is defined in National Instrument 14-101 as meaning the particular statute and legislative instruments set out in an appendix tothat instrument and will generally include the statute, regulations and, in some cases, the rules, forms, rulings and orders, relating to securities in the localjurisdiction.

The term "Canadian securities legislation" is defined in National Instrument 14-101 as meaning the statutes and other legislative instruments set out in anappendix to that instrument and will generally include the statute, regulations and, in some cases, rules, forms, rulings and orders relating to securities.

The word "Instrument" replaces "Policy Statement and Appendices". The words "unless the context otherwise requires" have been deleted as being inconsistentwith the format for definitions used in the securities statutes and regulations.

"acting jointly or in concert" has the same interpretation as in securities legislation;

Source: New

Methodology: Definition needed as term defined only with reference to take-over bid part of securities legislation.

Note to CSA: Not all jurisdictions have a definition of "acting jointly or in concert" in securities legislation, however, most do. That situation also arises withother defined terms and a court interpreting the provision in a jurisdiction without a definition would look to the definition in the legislation of anotherjurisdiction for guidance.

"affiliated party", for an issuer, means a person or company that directly, or indirectly through one or more intermediaries, controls or is controlled by, or isunder common control with, the issuer;

"affiliate", with respect to an issuer, means a person or company that directly, or indirectly through one or more intermediaries, controls or is controlled by, or isunder common control with, the issuer;

Methodology: Definition changed from "affiliate" to "affiliated party" to distinguish term from defined term in securities legislation.

"applicable securities regulatory authority" means the securities regulatory authority in each Canadian province and territory in which securities are offered, or abid is made, under this Policy Statement.

Methodology: Definition deleted as it is included in national definition instrument.

"bid" means a take-over bid or an issuer bid;

"bid" means a take-over bid or an issuer bid;

Methodology: Definition unchanged.

"bid circular" means a take-over bid circular or an issuer bid circular as those terms are used in securities legislation;

"bid circular", in respect of the application of this Policy Statement in a province or territory, means a take-over bid circular or an issuer bid circular as thoseterms are used in the securities legislation of such province or territory, consisting, for purposes of this Policy Statement, of the tender offer materials used in theUnited States, as modified pursuant to Section 4.5;

Methodology: This term is used generically in the Instrument to refer to the requirements of local law. References to circulars prepared in accordance with U.S.law that satisfy the filing and delivery requirements of securities legislation are to "MJDS take-over bid circular" and "MJDS issuer bid circular".

"business combination" means a statutory merger or consolidation or similar plan or acquisition requiring the vote or consent of securityholders of a person orcompany, in which securities of the person or company or another person or company held by the securityholders will become or be exchanged for securities ofany other person or company;

"business combination" means a statutory merger or consolidation or similar plan or acquisition requiring the vote or consent of securityholders of a company orperson, in which securities of such company or person or another company or person held by such securityholders will become or be exchanged for securities ofany other company or person;

Methodology: Conforming changes only.

"Canadian GAAP" means the accounting principles generally accepted in Canada, and, where a principle is recommended in the Handbook of the CanadianInstitute of Chartered Accountants which is applicable in the circumstances, means such principle;

Methodology: The definition of Canadian GAAP appears in National Instrument 14-101 and therefore has been deleted here.

"commodity pool issuer" means an issuer formed and operated for the purpose of investing in commodity futures contracts, commodity futures, relatedproducts, or a combination of them;

"commodity pool issuer" means an issuer formed and operated for the purpose of investing in commodity futures contracts, commodity futures and/or relatedproducts;

Methodology: Conforming changes only.

"company", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in the securities legislation of suchprovince or territory;

Methodology: Definition deleted as the term "company" is defined in securities legislation. The term "person or company" is included in National Instrument14-101.

"Conflicts Rules" has the meaning assigned thereto in Section 3.12;

Methodology: Provisions from NP45 making use of this term have been redrafted without using an equivalent concept.

"connected issuer" has the meaning ascribed to that term in N1 33-105 Underwriting Conflicts;

"connected issuer" or "connected party", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in theConflicts Rules of such province or territory;

Methodology: It is anticipated that National Instrument 33-105, which has not yet been published for comment, will replace the provisions of Canadiansecurities legislation that regulate conflicts of interest in connection with the distribution of securities of a registered dealer or a related issuer or connected issuerof a registered dealer. Proposed NI 33-105 will be derived from the Supplementary Report of the Committee on Underwriting Conflicts of Interest to the CSAChairs which was published in January 1996.

"control", with respect to an issuer, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of theissuer, whether through the ownership of voting securities, by contract or otherwise, and "under common control with" has a corresponding meaning;

"control", with respect to an issuer, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of theissuer, whether through the ownership of voting securities, by contract or otherwise, and "under common control with" shall be construed accordingly;

Methodology: Conforming changes only.

"convertible", for debt or preferred shares, means that the rights and attributes attaching to the securities include a right or option to purchase, convert into,exchange for or otherwise acquire a security of the issuer or of another issuer that is

(a) an equity share,

(b) a debt or a preferred share not having an investment grade rating in the case of a debt or a preferred share having an investment grade rating, or

(c) another security that itself has a right or option to purchase, convert into, exchange for or otherwise acquire a security of the issuer or another issuer that isan equity share, or a debt or a preferred share not having an investment grade rating in the case of a debt or a preferred share having an investment grade rating;

"convertible", with respect to debt or preferred shares, means that the rights and attributes attaching to such securities include a right or option to purchase,convert or exchange or otherwise acquire any equity shares of the issuer or of any other issuer (or any debt or preferred shares not having an Approved Rating inthe case of debt or preferred shares having an Approved Rating), or any other security which itself has a right to purchase, convert or exchange or otherwiseacquire any equity shares of the issuer or any other issuer (or any debt or preferred shares not having an Approved Rating in the case of debt or preferred shareshaving an Approved Rating), "convert" shall be construed accordingly, and "non-convertible" means securities that are not convertible;

"convert" has a corresponding meaning to the term "convertible";

"dealer registration requirement" means the prohibition in securities legislation from a person or company trading in a security unless the person or company isregistered as a dealer under securities legislation;

"equity shares" means common shares, non-voting equity shares and subordinate or restricted voting equity shares, but excludes preferred shares;

"equity shares", with respect to an issuer, means common shares, non-voting equity shares and subordinate or restricted voting equity shares of the issuer, butexcludes preferred shares;

Methodology: Conforming changes only. The words "with respect to an issuer" in the first line and "of the issuer" in the third line have been deleted.

"expertised statement" means part of a disclosure document required to be filed for a distribution or bid made under this Instrument, a document that isincorporated by reference in the disclosure document, or a report used in or in connection with the disclosure document or any document incorporated byreference in the disclosure document, that in each case is purported to be made on the authority of an expert;

Source: New

Methodology: Definition created as concept is used several times in the Instrument.

"foreign issuer" means an issuer that is not incorporated or organized under the laws of Canada or a jurisdiction, unless

(a) voting securities carrying more than 50 percent of the votes for the election of directors are held by persons, companies or persons and companies whose lastaddress as shown on the books of the issuer is in Canada, and

(b) either

(i) the majority of the senior officers or directors of the issuer are citizens or residents of Canada,

(ii) more than 50 percent of the assets of the issuer are located in Canada, or

(iii) the business of the issuer is administered principally in Canada;

"foreign issuer" means an issuer that is not incorporated or organized under the laws of Canada or a province or territory of Canada, except where:

(a) voting securities carrying more than 50% of the votes for the election of directors are held by persons or companies whose last address as shown on thebooks of the issuer is in Canada; and

(b) either:

(i) the majority of the senior officers or directors of the issuer are citizens or residents of Canada;

(ii) more than 50% of the assets of the issuer are located in Canada; or

(iii) the business of the issuer is administered principally in Canada;

Methodology: Conforming changes only. The term jurisdiction is defined in National Instrument 14-101 as meaning a province or territory of Canada exceptwhen used in the term foreign jurisdiction. The term "foreign jurisdiction" is defined in National Instrument 14-101. The definition is a country other thanCanada or a political subdivision of a country other than Canada.

"independent underwriter" means a person or company that underwrites securities distributed by MJDS prospectus that is not the issuer and in respect of which

(a) if the person or company is a registrant, the issuer is not a connected issuer, or

(b) if the person or company is not a registrant, would not be a connected issuer if the person were a registrant;

"independent underwriter", in respect of the application of this Policy Statement in a province or territory, means a dealer that is not the issuer and in respect ofwhich the issuer is not a related party or related issuer or connected party or connected issuer or, where the dealer is not a registrant in such province orterritory, would not be a connected party or connected issuer if the dealer were a registrant;

"insider bid" has the meaning ascribed to that term in securities legislation;

"insider bid", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in the securities legislation of suchprovince or territory;

Methodology: Conforming changes only.

"insider reporting requirement" means the requirement in securities legislation for an insider of a reporting issuer to file reports disclosing the insider's direct orindirect beneficial ownership of, or control or direction over, securities of the issuer;

"intermediary", for purposes of section 18.1, means a registered dealer or adviser, a bank or trust company, a participant in a clearing agency, a trustee oradministrator of a self-administered retirement savings plan, retirement income fund, education savings plan, or other similar self-administered savings orinvestment plan registered under the ITA, or a nominee of any of those persons, that holds a security on behalf of another person or company that is not theregistered holder of the security, unless excluded from the definition of "intermediary" by NI 54-101;

Source: NP45, Part 6, 6th paragraph, last sentence.

For purposes of this paragraph, an intermediary means a registered dealer or adviser, a financial institution (bank or trust company), a participant in a clearingagency, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan, or other similarself-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing, that holds a security on behalfof another person or company who is not the registered holder of the security, unless excluded from the definition of "intermediary" by National Policy StatementNo. 41.

Methodology: The drafting convention if there is a definition section in an instrument is to include all definitions in this section. There have been no changes tothe substance of this definition. It is anticipated that National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer,which has not yet been published for comment, will replace National Policy Statement 41, Shareholder Communication. Proposed National Instrument 54-101will be derived from Draft Amended National Policy Statement 41, published for comment in 1994. The term ITA is defined in National Instrument 14-101Definitions as Income Tax Act (Canada).

"International Accounting Standards" means the accounting principles issued by the International Accounting Standards Committee;

Methodology: Definition deleted as option to reconcile to IAS has been removed. See section 3.2(6) of Companion Policy 71-101CP.

"investment grade rating" means a provisional rating by a rating organization in one of its generic rating categories that signifies investment grade;

"Approved Rating", with respect to debt or preferred shares, means a provisional rating by an Approved Rating Organization in one of the categories applicablethereto, as set out below opposite the Approved Rating Organization's name:

Approved Rating Preferred

Organization Debt Shares

C.B.R.S. Inc. A++, A+, A or B++ P-1+, P-1, P-2 or P-3

Dominion Bond Rating AAA, AA, A or BBBPfd-1, Pfd-2 or

Service Limited Pfd-3

Moody's Investors Aaa, Aa, A or Baa "aaa", "aa", "a"

Service, Inc. or "baa"

Standard & Poor's AAA, AA, A or BBB AAA, AA, A

Corporation or BBB

An Approved Rating for an Approved Rating Organization that is not listed above shall be a rating by such organization in one of its generic rating categoriesthat signifies investment grade. Typically, the four highest rating categories (within which there may be subcategories or gradations indicating relative standing)signify investment grade by an Approved Rating Organization;

Methodology: Deleted last sentence as explanatory only and inserted in Companion Policy 71-101CP. Definition analogous to U.S. definition. "Approved"changed to "investment grade".

"issuer tender offer statement" means an issuer tender offer statement on Schedule 13E-4 under Section 13(e)(1) of the 1934 Act;

Source: New.

Methodology: Used in NP45 in upper-case without a definition. Definition added for clarification. The term 1934 Act is defined in National Instrument 14-101Definitions. The definition is the Securities Exchange Act of 1934 of the United States of America.

"issuer", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in the securities legislation of suchprovince or territory;

Methodology: Definition deleted as National Instrument 14-101 Definitions provides it will be given the meaning ascribed to it in the securities legislation of thelocal jurisdiction.

"issuer bid" has the meaning ascribed to that term in securities legislation;

"issuer bid", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in the securities legislation of suchprovince or territory;

"majority-owned subsidiary" means a person or company of which voting securities carrying more than 50 percent of the votes for the election of directors areheld by any one or more of

(a) another person or company, and

(b) the other majority-owned subsidiaries of that other person or company;

"majority-owned subsidiary" means a person or company of which voting securities carrying more than 50% of the votes for the election of directors are held by(i) another person or company and (ii) the other majority-owned subsidiaries of that other person or company;

Methodology: Conforming changes only.

"method 1" means the first of the two alternative methods of providing prospectus certificates for rule 415 offerings made under this Instrument set forth in theAppendix;

"Method 1" means the first of the two alternative methods of providing prospectus certificates for Rule 415 Offerings made under the MJDS described in Section3.11(2);

Methodology: Amended to refer directly to Appendix.

"method 2" means the second of the two alternative methods of providing prospectus certificates for rule 415 offerings made under this Instrument set forth inthe Appendix;

"Method 2" means the second of the two alternative methods of providing prospectus certificates for Rule 415 Offerings made under the MJDS described inSection 3.11(2);

Methodology: Amended to refer directly to Appendix.

"MJDS" means the multijurisdictional disclosure system established by this Instrument;

"MJDS" means the multijurisdictional disclosure system rules and procedures set forth in Sections 1-6 of this Policy Statement;

Methodology: Amended to reflect substitution of Instrument for NP.

"MJDS directors' circular" means, for a take-over bid for a class of securities of a U.S. issuer made under this Instrument, a tender offersolicitation/recommendation statement, amendments to that statement and all other information and materials required or permitted to be disseminated to holdersof the securities by the offeree issuer or its board of directors for a tender offer made for the securities under U.S. federal securities law, that in each casecomplies with the form and content requirements of subsection 12.4(2);

Source: New.

Methodology: This definition is used in Part 12 to refer generally to a directors' circular which complies with the specified U.S. disclosure requirements, inaddition to those Canadian requirements set forth in NP45, section 4.5(2). This term delineates the contents of a prescribed form of circular, in substitution forlocal forms otherwise prescribed. This approach is similar to the U.S. equivalent MJDS provisions that prescribe the form of Canadian prospectus as part of theregistration statement under the 1933 Act. For example, see Part 1 of Form F-9 "Information Required to be Delivered to Offerees or Purchasers".

"MJDS director's or officer's circular" means, for a take-over bid for a class of securities of a U.S. issuer made under this Instrument, a tender offersolicitation/recommendation statement, amendments to that statement and all other information and materials required or permitted to be disseminated to holdersof the securities by an individual director or officer for a tender offer made for the securities under U.S. federal securities law, that in each case complies withthe form and content requirements of subsection 12.4(2);

Source: New.

Methodology: See discussion opposite "MJDS directors' circular".

"MJDS issuer bid circular" means, for an issuer bid for a class of securities of a U.S. issuer made under this Instrument, an issuer tender offer statement,amendments to that statement and all other information and materials required to be disseminated to holders of the securities by the issuer for an issuer tenderoffer made for the securities under U.S. federal securities law, that in each case complies with the form and content requirements of subsection 12.4(1);

Source: New.

Methodology: See discussion opposite "MJDS directors' circular" (except reference should be made to NP45, section 4.5(1)).

"MJDS prospectus" means, for a distribution of securities under this Instrument other than under section 12.3, a U.S. prospectus that contains the additionalinformation, legends and certificates required by, and otherwise complies with the disclosure requirements of, this Instrument;

Source: New.

Methodology: This definition refers to the U.S. prospectus that satisfies U.S. disclosure requirements and contains all MJDS prescribed information, legends andcertificates.

For a discussion regarding the use of this defined term to prescribe a form of prospectus for securities legislation, please see the discussion set forth opposite theterm "MJDS directors' circular".

"MJDS take-over bid circular" means, for a take-over bid for a class of securities of a U.S. issuer made under this Instrument, a tender offer statement,amendments to that statement and all other information and materials required to be disseminated to holders of the securities by the offeror for a tender offermade for the securities under U.S. federal securities law, that in each case complies with the form and content requirements of subsection 12.4(1);

Source: New.

Methodology: See discussion opposite "MJDS directors' circular" (except reference should be made to NP45, section 4.5(1)).

"MTN program" means a continuous rule 415 offering of debt in which the specific variable terms of the individual securities and the offering of the securities aredetermined at the time of sale;

"MTN Program" means a continuous Rule 415 Offering of debt in which the specific variable terms of the individual securities and the offering thereof aredetermined at the time of sale;

Methodology: Conforming changes only.

"Nasdaq" means the Nasdaq Stock Market;

"Nasdaq" means the Nasdaq Stock Market;

Methodology: Definition unchanged.

"NNM" means the Nasdaq National Market;

"NNM" means the Nasdaq National Market;

Methodology: Definition unchanged.

"non-convertible" means securities that are not convertible;

"offeree issuer" has the meaning ascribed to that term in securities legislation;

"offeree issuer" means an issuer whose securities are the subject of a bid;

Methodology: Conforming changes only.

"offeror" has the meaning ascribed to that term in securities legislation;

"offeror", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in the securities legislation of suchprovince or territory;

Methodology: Conforming changes only.

"parent", for a majority-owned subsidiary, means a person or company that, alone or together with any one or more of the person or company's othermajority-owned subsidiaries, holds voting securities of the majority-owned subsidiary carrying more than 50 percent of the votes for the election of directors;

"parent", with respect to a majority-owned subsidiary, means a person or company that, together with the parent's other majority-owned subsidiaries, holdsvoting securities of the majority-owned subsidiary carrying more than 50% of the votes for the election of directors;

Methodology: Conforming changes only.

"person", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in the securities legislation of suchprovince or territory;

Methodology: Definition deleted as the term "person" is defined in securities legislation. The term "person or company" is included in National Instrument14-101.

"preliminary MJDS prospectus" means, for a distribution of securities under this Instrument other than under section 12.3, a preliminary form of MJDSprospectus;

Source: New.

Methodology: See general discussion set forth opposite the term "MJDS prospectus".

"principal jurisdiction" means the jurisdiction specified in accordance with section 5.1;

"principal jurisdiction" means the principal jurisdiction selected in accordance with Section 3.8(2);

Methodology: Amended to refer to securities regulatory authority and conform section reference.

"principal market", for a class of securities, means the single securities market with the largest aggregate trading volume for the class of securities in thepreceding 12 calendar month period;

"principal market", with respect to a class of securities, means the single securities market with the largest aggregate trading volume for the class of securities inthe preceding 12 calendar month period;

Methodology: Conforming changes only.

"prospectus requirement" means the prohibition in securities legislation from a person or company distributing a security unless a preliminary prospectus andprospectus for the distribution have been filed and receipts obtained for them;

"public float", for a class of securities, means

(a) the aggregate market value of the securities held by persons or companies that are not affiliated parties of the issuer of the securities, calculated by using theprice at which the securities were last sold in the principal market for the securities on the date specified in the applicable provision of this Instrument, or theaverage of the bid and asked prices of the securities in the principal market on that date if there were no sales on that date,

(b) if there is no market for the class of securities, the book value of the securities held by persons or companies that are not affiliated parties of the issuer of thesecurities computed on that date, and

(c) if the issuer of the class of securities is in bankruptcy or receivership or has an accumulated capital deficit, one-third of the principal amount, par value orstated value of the securities held by persons or companies that are not affiliated parties of the issuer of the securities computed on that date;

"public float", with respect to a class of securities, means the aggregate market value of such securities held by persons or companies that are not affiliates of theissuer of such securities, calculated by using the price at which such securities were last sold in the principal market for such securities on the date specified in theapplicable provision of this Policy Statement, or the average of the bid and asked prices of such securities in such market on such date if there were no sales onsuch date, and where there is no market for such class of securities, it means the book value of such securities held by persons or companies that are not affiliatesof the issuer of such securities computed on such date, provided that if the issuer of such class of securities is in bankruptcy or receivership or has anaccumulated capital deficit, it means one-third of the principal amount, par value or stated value of such securities held by persons or companies that are notaffiliates of the issuer of such securities;

Methodology: Amended to refer to Instrument instead of NP45 and affiliated parties rather than affiliates and to make conforming changes.

"related issuer" or "related party", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in theConflicts Rules of such province or territory;

Methodology: Definition deleted, but concept retained as part of definition of "connected issuer".

"rating organization" means each of CBRS Inc., Dominion Bond Rating Service Limited, Moody's Investors Service, Inc., Standard & Poor's Corporation andany entity recognized by the SEC as a nationally recognized statistical rating organization as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the 1934 Act;

"Approved Rating Organization" means each of C.B.R.S. Inc., Dominion Bond Rating Service Limited, Moody's Investors Service, Inc., Standard & Poor'sCorporation and any entity recognized by the SEC as a nationally recognized statistical rating organization as that term is used in relation to Rule15c3-1(c)(2)(vi)(F) under the 1934 Act;

Methodology: Word "approved" deleted before rating organization.

"review jurisdiction" means the review jurisdiction selected in accordance with section 6;

Methodology: The concept of a "review jurisdiction" is now included in Companion Policy 71-101CP.

"rule 415 offering" means a distribution under Rule 415 under the 1933 Act that is made under this Instrument;

"Rule 415 Offering" means an offering under Rule 415 under the 1933 Act that is made in Canada pursuant to Section 3.7;

Methodology: Conforming changes only. The term "1933 Act" is defined in National Instrument 14-101. The definition is the Securities Act of 1933 of theUnited States of America.

"rule 415 prospectus supplement" means a form of prospectus supplement prepared for a rule 415 offering;

Source: New.

Methodology: This definition has been added to distinguish rule 415 prospectus supplements from other references to prospectus supplements in the Instrument(for example, see section 7.9 of this Instrument). NP45 defines a Rule 430A Pricing Prospectus but does not define a rule 415 prospectus supplement.

"rule 430A offering" means a distribution under Rule 430A under the 1933 Act that is made under this Instrument;

"Rule 430A Offering" means an offering under Rule 430A under the 1933 Act that is made in Canada pursuant to Section 3.7;

Methodology: Conforming changes only.

"rule 430A pricing prospectus" means a MJDS prospectus prepared for a rule 430A offering that contains the information omitted from the U.S. prospectusincluded as part of the registration statement at the time of effectiveness of the registration statement, as permitted by Rule 430A under the 1933 Act;

"Rule 430A Pricing Prospectus" means a prospectus prepared in connection with a Rule 430A Offering that contains the information omitted from the relatedregistration statement as permitted by Rule 430A under the 1933 Act;

Methodology: Amended to refer to a "U.S. prospectus" instead of a "prospectus". Also amended to refer to information omitted from the U.S. prospectusincluded as part of a registration statement, not information omitted from the registration statement as a whole.

"SEC" means the Securities and Exchange Commission of the United States;

Methodology: Definition deleted as it is included in NI 14-101 Definitions.

"securities exchange bid" means a bid in which the consideration for the securities of the offeree issuer consists, in whole or in part, of securities of an offeror orother issuer;

"securities exchange bid" means a bid for which the consideration for the securities of the offeree issuer consists, in whole or in Part, of securities of an offeror orother issuer;

Methodology: Conforming changes only.

"securities legislation" in respect of the application of this Policy Statement

in a province or territory, means the statutes concerning the regulation of securities markets and trading in securities of such province or territory, the regulationsand blanket rulings and orders thereunder, and the policy statements and written interpretations issued by the securities regulatory authority of such province orterritory;

Methodology: Definition deleted as it is included in NI 14-101 Definitions.

"specified predecessor" means, for a successor issuer continuing after a business combination, a predecessor to the successor issuer whose assets and grossrevenues in aggregate would contribute less than 20 percent of the total assets and gross revenues from continuing operations of the successor issuer, based on apro forma combination of each predecessor's financial position and results of operations for its most recently completed financial year ended before the businesscombination for which financial statements have been filed;

Source: New, based on similar phrase repeated in several places in NP45. For example, see NP45, section 3.5(3). Defined term is used in section 2.

Methodology: This concept is used in a number of places in NP45 and has been made a defined term to simplify the wording of the sections in which it is used.

"successor issuer" means an issuer subsisting as an issuer after a business combination;

Source: New.

Methodology: It seems useful to include a specific definition of successor issuer.

"take-over bid" has the meaning ascribed to that term in securities legislation;

"take-over bid", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in the securities legislation ofsuch province or territory;

"tender offer solicitation/recommendation statement" means a statement made under Rule 14d-9 or 14e-2 under the 1934 Act;

Source: New

Methodology: See discussion set forth opposite the term "issuer tender offer statement".

"tender offer statement" means a tender offer statement on Schedule 14D-1 under Section 14(d) of the 1934 Act;

Source: New

Methodology: See discussion set forth opposite the term "issuer tender offer statement".

"U.S. federal securities law" means the federal statutes of the United States of America concerning the regulation of securities markets and trading in securitiesand the regulations, rules, forms and schedules under those statutes;

Source: New.

Methodology: We have replaced various references to "U.S. requirements" with this common phrase on the basis that prior references were intended to be toU.S. federal securities law generally.

"U.S. issuer" means a foreign issuer that is incorporated or organized under the laws of the United States of America or any state or territory of the UnitedStates of America or the District of Columbia;

"U.S. Issuer" means a foreign issuer that is incorporated or organized under the laws of the United States or any state or territory of the United States or theDistrict of Columbia;

Methodology: Conforming changes only.

"U.S. prospectus" means a prospectus that has been prepared in accordance with the disclosure and other requirements of U.S. federal securities law for anoffering of securities registered under the 1933 Act, or if the offering is not being made contemporaneously in the U.S., as if the offering is being made on aregistered basis in the United States of America;

Source: New.

"voting securities" means securities the holders of which have a present entitlement to vote for the election of directors;

"voting securities" means securities the holders of which have a present entitlement to vote for the election of directors;

Methodology: Definition unchanged.

"1933 Act" means the Securities Act of 1933 of the United States;

Methodology: Definition deleted as included in NI 14-101 Definitions.

"1934 Act" means the Securities Exchange Act of 1934 of the United States;

Methodology: Definition deleted as included in NI 14-101 Definitions.

"1934 Act filings" means all filings required to be made with the SEC under sections 13, 14 and 15(d) of the 1934 Act; and

Source: New.

Methodology: The concept is used in a number of places in NP45 and the definition was added to simplify presentation.

"1940 Act" means the Investment Company Act of 1940 of the United States of America.

"1940 Act" means the Investment Company Act of 1940 of the United States.

Methodology: Conforming changes only.

PART 2 GENERAL

2.1 Timing of Filing - Unless otherwise provided in this Instrument, documents that must be filed under this Instrument that are also filed with the SEC shall befiled as nearly as practicable contemporaneously with the filing with the SEC.

Source: New.

Methodology: Rather than repeatedly deal with timing of filing in individual subsections, it is dealt with once in section 2.1.

2.2 Successor Issuers - A successor issuer satisfies the eligibility criteria set forth in subparagraphs 3.1(a)(iii), 3.1(b)(ii) and (iii) and paragraphs

12.3(1)(c) and 13.1(1)(c) if

(a) since the business combination the successor issuer has made all 1934 Act filings and, if applicable, has had a class of its securities listed on the New YorkStock Exchange or the American Stock Exchange or quoted on NNM;

Source: NP45, s.3.5

Successor Issuers - A successor issuer subsisting after a business combination shall be deemed to meet the respective eligibility requirements set forth in Sections3.2(3), 3.4(2)(c), 4.4(3) and 5.2(3) if:

(1) since the business combination the successor issuer has filed all the material required to be filed pursuant to sections 13, 14 and 15(d) of the 1934 Act and, ifapplicable, has had a class of its securities listed on the New York Stock Exchange or the American Stock Exchange or quoted on NNM;

Methodology: Moved from prospectus section of NP45 as it applies to other parts of the Instrument as well. Amended to incorporate defined terms "1934 Actfilings" and "specified predecessor" and to conform section references.

Section 3.5 of NP45 applies the test to section 3.4(2)(c) (the origin of s.3.1(b)(iii) of the Instrument). There seemed to be no reason why it should not also haveapplied to 3.4(2)(b) (the origin of s.3.1(b)(ii) of the Instrument). Section 3.4(2)(b) is the only provision where section 3.5 applies where there is a "36 month"period of the sort referred to in section 3.5(3) of NP45.

(b) if applicable, the successor issuer is in compliance with the obligations arising from the listing or quotation referred to in paragraph (a); and

(2) if applicable, the successor issuer is in compliance with the obligations arising from such listing or quotation; and

(c) the filing, listing or quotation requirement to be satisfied for a period of 12 or 36 months is satisfied for each predecessor, other than a specified predecessor.

(3) the filing, listing or quotation requirement to be satisfied for a period of 12 or 36 months is satisfied in respect of each predecessor by separately adding theperiod during which the successor issuer satisfied the requirement to the immediately preceding period during which the predecessor satisfied the requirement,provided that the 12 or 36-month requirement need not be satisfied with respect to any predecessors whose assets and gross revenues in aggregate contributedless than 20% of the total assets and gross revenues from continuing operations of the successor issuer, based on a pro forma combination of each predecessor'sfinancial position and results of operations for its most recently completed fiscal year ended prior to the business combination for which financial statements havebeen filed.

2.3 Successor Issuer Interpretation - In determining if the filing, listing or quotation requirement in paragraph 2.2(c) is satisfied for a period of 12 or 36 monthsfor each predecessor, the period during which the successor issuer satisfied the requirement shall be added to the immediately preceding period during which thepredecessor satisfied the requirement.

Methodology: Subsection 3.5(3) of NP45 has been redrafted in section 2.3 as interpretation rather than a condition.

PART 3 MJDS PROSPECTUS DISTRIBUTIONS OF SECURITIES OF U.S. ISSUERS

Source: New.

Methodology: The eligibility requirements contained in sections 3.2, 3.3 and subsection 3.4(2) of NP45 have been consolidated into a single section that sets outgeneral criteria for distributing securities under the MJDS. The substantive requirements governing eligibility have not been altered. These general criteria aresubject to the general limitations relating to derivative securities set forth in section 3.3 of the Instrument.

3.1 General Eligibility Criteria - Subject to section 3.3, this Instrument may be used to distribute

Source: NP45, s.3.2

(a) debt that has an investment grade rating or preferred shares that have an investment grade rating, in each case at the time the preliminary MJDS prospectus isfiled in the principal jurisdiction, or rights that, upon issuance, are immediately exercisable for any of these securities, if

(i) the issuer is a U.S. issuer,

(ii) the issuer,

(A) has a class of securities registered under sections 12(b) or 12(g) of the 1934 Act, or

(B) is required to file reports under section 15(d) of the 1934 Act,

(iii) the issuer has filed with the SEC all 1934 Act filings for a period of 12 calendar months immediately before the filing of the preliminary MJDS prospectus inthe principal jurisdiction,

(iv) the issuer is not registered or required to be registered as an investment company under the 1940 Act,

(v) the issuer is not a commodity pool issuer, and

(vi) the securities being offered or issuable upon the exercise of the rights either,

(A) are non-convertible, or

(B) if convertible, may not be converted for at least one year after issuance, and the equity shares of the issuer of the securities into which the offered securitiesare convertible have a public float of not less than U.S. $75,000,000, determined as of a date within 60 days before the filing of the preliminary MJDS prospectusin the principal jurisdiction;

Offerings of Debt or Preferred Shares Having an Approved Rating - The MJDS may be used for the distribution in Canada of debt that has an Approved Ratingor preferred shares that have an Approved Rating or rights that, upon issuance, are immediately exercisable for any such securities, provided that:

(1) the issuer is a U.S. Issuer;

(2) the issuer (i) has a class of securities registered pursuant to section 12(b) or 12(g) of the 1934 Act; or (ii) is required to file reports pursuant to section 15(d)of the 1934 Act;

(3) the issuer has filed with the SEC all the material required to be filed pursuant to sections 13, 14 and 15(d) of the 1934 Act for a period of 12 calendar monthsimmediately preceding the filing of the preliminary prospectus with the principal jurisdiction;

(4) the issuer is not registered or required to be registered as an investment company under the 1940 Act;

(5) the issuer is not a commodity pool issuer; and

(6) the securities being offered or issuable upon the exercise of the rights either:

(a) are not convertible; or

(b) if convertible, may not be converted for at least one year after issuance, and the equity shares of the issuer of the securities into which the offered securitiesare convertible have a public float of not less than U.S. $75,000,000, determined as of a date that is within 60 days prior to the filing of the preliminaryprospectus with the principal jurisdiction.

For purposes of this Section 3, whether debt or preferred shares have an Approved Rating shall be determined as of the time the preliminary prospectus is filed inthe principal jurisdiction.

(b) rights to purchase additional securities of its own issue issued by a U.S. issuer to its existing securityholders in the jurisdiction and the securities issued uponthe exercise of the rights, if

(i) the issuer meets the eligibility criteria specified in subparagraphs (a)(ii), (iv) and (v),

(ii) the issuer has filed with the SEC all 1934 Act filings for a period of 36 calendar months immediately before the filing of the preliminary MJDS prospectus inthe principal jurisdiction,

(iii) the issuer has had a class of its securities listed on the New York Stock Exchange or the American Stock Exchange or quoted on the NNM for a period of atleast 12 calendar months immediately before the filing of the preliminary MJDS prospectus in the principal jurisdiction and is in compliance with the obligationsarising from the listing or quotation,

Source: NP45, s.3.4(2)

Issuer Eligibility Requirements

The MJDS may be used for the distribution by an issuer of rights to purchase additional securities of its own issue to its existing securityholders in Canada,provided that the issuer:

(a) meets the eligibility requirements specified in Sections 3.2(1), (2), (4) and (5);

(b) the issuer has filed with the SEC all the material required to be filed pursuant to sections 13, 14 and 15(d) of the 1934 Act for a period of 36 calendar monthsimmediately preceding the filing of the preliminary prospectus with the principal jurisdiction; and

(c) has had a class of its securities listed on the New York Stock Exchange or the American Stock Exchange or quoted on the NNM for a period of at least 12calendar months immediately preceding the filing of the preliminary prospectus with the principal jurisdiction and is in compliance with the obligations arisingfrom such listing or quotation.

Methodology: Text added to permit distribution by MJDS prospectus of securities issued upon exercise of rights if rights offering eligibility criteria are met.

Source: NP45, s.3.4(3)

(iv) the rights are exercisable immediately upon issuance,

(v) subject to subparagraph (vi), the rights issued to residents of Canada have the same terms and conditions as the rights issued to residents of the United Statesof America, and

(vi) beneficial ownership of rights issued to a resident of Canada are not transferable to a resident of Canada, other than residents to whom rights of the sameissue were granted, provided that,

(A) the securities issuable upon exercise of the rights may be so transferable, and

(B) this limitation does not restrict the transfer of rights on a securities exchange or inter-dealer quotation system outside of Canada; or

Limitations on Rights Offerings

Rights Offerings by issuers relying on the eligibility requirements of Section 3.4(2) shall be subject to the following limitations:

(a) the rights must be exercisable immediately upon issuance;

(b) subject to (c) below, the rights issued to residents of Canada have the same terms and conditions as the rights issued to residents of the United States; and

(c) beneficial ownership of rights issued to a resident of Canada may not be transferable to a resident of Canada (other than residents to whom rights of the sameissue were granted), provided that (i) the securities issuable upon exercise of the rights may be so transferable, and (ii) this limitation shall not restrict the transferof rights on a securities exchange or inter-dealer quotation system outside of Canada.

(c) any securities of a U.S. issuer if

(i) the issuer meets the eligibility criteria specified in subparagraphs (a)(ii) to (v), and

(ii) the equity shares of the issuer have a public float of not less than U.S. $75,000,000, determined as of a date within 60 days before the filing of the preliminaryMJDS prospectus in the principal jurisdiction.

Source: NP45, s.3.3

Offerings of Other Securities - The MJDS may be used for the distribution in Canada of any securities of an issuer, provided that:

(1) the issuer meets the eligibility requirements specified in Sections 3.2(1)-(5); and

(2) the equity shares of the issuer have a public float of not less than U.S. $75,000,000 determined as of a date that is within 60 days prior to the filing of thepreliminary prospectus in the principal jurisdiction.

3.2 Alternative Eligibility Criteria for Certain Guaranteed Issues - Subject to section 3.3, this Instrument may also be used to distribute securities of an issuer, if

(a) the securities distributed are

(i) non-convertible debt having an investment grade rating, or non-convertible preferred shares having an investment grade rating, of a majority-owned subsidiarywhose parent meets the eligibility criteria set forth in subparagraphs 3.1(a)(i) through (v),

(ii) convertible debt having an investment grade rating, or convertible preferred shares having an investment grade rating, of a majority-owned subsidiary thatmay not be converted for at least one year after issuance and are convertible only into securities of a parent that meets the eligibility requirements set forth insubparagraphs 3.1(a)(i) through (v) and sub-subparagraph 3.1(a)(vi)(B),

(iii) non-convertible debt, or non-convertible preferred shares, of a majority-owned subsidiary whose parent meets the eligibility requirements set forth inparagraph 3.1(c), or

(iv) convertible debt, or convertible preferred shares, of a majority-owned subsidiary that are convertible only into securities of a parent that meets the eligibilityrequirements set forth in paragraph 3.1(c);

(b) the issuer meets the eligibility criteria set forth in subparagraphs 3.1(a)(i), (iv) and (v); and

(c) the parent fully and unconditionally guarantees payment in respect of the securities being distributed, as to principal and interest if the securities are debt, andas to liquidation preference, redemption and dividends if the securities are preferred shares.

Source: NP45, s.3.6

Alternative Eligibility Requirements for Certain Guaranteed Issues - An issuer that does not meet the eligibility requirements set forth in section 3.2 or 3.3 mayuse the MJDS to offer the securities respectively specified in such Sections, subject to the following requirements and limitations:

(1) the securities being offered are:

(a) non-convertible debt having an Approved Rating or non-convertible preferred shares having an Approved Rating of a majority-owned subsidiary whoseparent meets the eligibility requirements set forth in Sections 3.2(1)-(5);

(b) debt having an Approved Rating or preferred shares having an Approved Rating of a majority-owned subsidiary that may not be converted for at least oneyear after issuance and are convertible only into securities of a parent that meets the eligibility requirements set forth in Sections 3.2(1)-(5) and (6)(b);

(c) non-convertible debt or non-convertible preferred shares of a majority-owned subsidiary whose parent meets the eligibility requirements set forth in Section3.3; or

(d) debt or preferred shares of a majority-owned subsidiary that are convertible only into securities of a parent that meets the eligibility requirements set forth inSection 3.3;

(2) the issuer meets the eligibility requirements set forth in Sections 3.2(1), (4) and (5); and

(3) the parent fully and unconditionally guarantees payment in respect of the securities being offered as to principal and interest if such securities are debt and asto liquidation preference, redemption and dividends if such securities are preferred shares.

Methodology: The alternative eligibility criteria from NP45 have been adopted without variation, except to use "distributed" instead of "offered", to makeconforming changes and to amend lead-in language to state "this Instrument may be used" rather than "an issuer" so that selling securityholders may alsodistribute securities under the section.

3.3 Limitation on Distribution of Derivative Securities

(1) No person or company shall file a prospectus for the distribution of derivative securities under this Instrument.

(2) Despite subsection (1), warrants, options, rights or convertible securities may be distributed under this Instrument if the issuer of the underlying securities towhich the warrants, options, rights or convertible securities relate is eligible under this Instrument to distribute the underlying securities.

Source: NP45, s.3.1, 6th para

The MJDS may not be used for offerings of derivative securities, except warrants, options, rights or convertible securities where the issuer of the underlyingsecurities to which the warrants, options, rights or convertible securities relate is eligible under this Policy Statement to distribute the underlying securities.Therefore, offerings of derivative securities such as stock index warrants, currency warrants and debt the interest on which is based upon the performance of astock index may not be made under the MJDS.

Methodology: Last sentence of section 3.1, sixth paragraph deleted. It is included in subsection 3.2(2) of Companion Policy 71-101CP.

3.4 Preliminary MJDS Prospectus and MJDS Prospectus

(1) A U.S. issuer shall file a preliminary MJDS prospectus and a MJDS prospectus for a distribution of securities under this Instrument other than under section12.3.

(2) A preliminary MJDS prospectus, an amendment to a preliminary MJDS prospectus, a MJDS prospectus and an amendment to a MJDS prospectus is apreliminary prospectus, an amendment to a preliminary prospectus, a prospectus and an amendment to a prospectus, respectively, for the purposes of securitieslegislation.

Source: New.

Methodology: This section confirms that a MJDS prospectus is a prospectus for liability purposes under securities legislation.

PART 4 FORM AND CONTENT OF MJDS PROSPECTUS

4.1 Distributions in Canada and the U.S. - Subject to section 4.2, an issuer of securities distributed under this Instrument shall file the registration statement andamendments to the registration statement filed for the offering with the SEC, together with the related preliminary MJDS prospectus and MJDS prospectus andamendments and supplements to the preliminary MJDS prospectus and MJDS prospectus.

Source: NP45, s.3.8(1)

In order to use the MJDS to distribute securities in Canada, an issuer that meets the relevant eligibility requirements set forth in this Policy Statement shallprepare a registration statement for the offering for filing with the SEC, the related preliminary prospectus and prospectus for use in Canada and any amendmentsand supplements thereto in accordance with U.S. disclosure requirements as interpreted and applied by the SEC.

Methodology: This provision describes the mandatory disclosure elements of a preliminary MJDS prospectus and MJDS prospectus. The general rule is subjectto section 4.2 that relates to Canada-only offerings in relation to which a registration statement is not required. In addition, the statement in section 3.8(1) ofNP45 in relation to the absence of a U.S. requirement to prepare a preliminary prospectus has been preserved. The words "as interpreted and applied by theSEC" have been deleted for greater certainty. It seems inappropriate that SEC staff interpretative positions, which may vary from time to time, in effect beincorporated by reference into NI71-101 and consequently be mandatory in Canada when they have interpretive status in the U.S.

4.2 Distributions only in Canada - If a distribution is being made only in Canada, the issuer does not need to file a registration statement and amendments to theregistration statement, or other information required in a registration statement but not required in the U.S. prospectus.

Source: NP45, s.3.8(1), 5th para

If the offering is being made solely in Canada, the preliminary prospectus, prospectus and each amendment and supplement thereto shall be prepared as if theoffering were also being made in the United States. The issuer need not prepare or file the cover page of the U.S. registration statement and other informationrequired in the U.S. registration statement, but not required in the U.S. prospectus.

Methodology: The first sentence of NP45, section 3.8(1), paragraph 5, is subsumed in the use of the terms preliminary MJDS prospectus and MJDS prospectus.The instruction regarding use of the U.S. registration statement in Canada-only offerings is preserved.

4.3 Additional Legends and Disclosure

(1) The following statements shall be printed

(a) in red ink on the outside front cover page, or on a sticker on that page, of each preliminary MJDS prospectus used for a distribution under this Instrument

"This preliminary MJDS prospectus relating to the securities described in it has been filed in [each of/certain of] the [provinces/provinces and territories] ofCanada but has not yet become final for the purpose of a distribution. Information contained in this preliminary MJDS prospectus may not be complete and mayhave to be amended. The securities may not be distributed until a receipt is obtained for the MJDS prospectus.";

Source: NP45, s.3.9(1)

There shall be printed in red ink on the outside front cover page (or on a sticker thereto) of each preliminary prospectus the following statement:

"This is a preliminary prospectus relating to these securities, a copy of which has been filed with the securities commission or similar authority in [insert thenames of the provinces and territories where filed], but which has not yet become final for the purpose of a distribution to the public. Information containedherein is subject to completion or amendment. These securities may not be sold to, nor may offers to buy be accepted from, residents of such jurisdictions priorto the time a receipt is obtained for the final prospectus from the appropriate securities regulatory authority."

Methodology: Deleted lead-in language in old 3.9 (not reproduced in column 2) as unnecessary. Otherwise, generally only conforming changes.

(b) on the outside or inside front cover page, or on a sticker on that page, of each preliminary MJDS prospectus and MJDS prospectus

(i) "This offering is being made by a U.S. issuer using disclosure documents prepared in accordance with U.S. securities laws. Purchasers should be aware thatthese requirements may differ from those of [insert the names of the provinces and territories where qualified]. The financial statements included or incorporatedby reference in this prospectus have not been prepared in accordance with Canadian generally accepted accounting principles and may not be comparable tofinancial statements of Canadian issuers."

(ii) "[All of] [Certain of] the directors and officers of the issuer and [all of] [certain of] the experts named in this prospectus reside outside of Canada.[[Substantially] all of the assets of these persons and of the issuer may be located outside of Canada.] The issuer has appointed [name and address of agent forservice] as its agent for service of process in Canada, but it may not be possible for investors to effect service of process within Canada upon the directors,officers and experts referred to above. It may also not be possible to enforce against the issuer, its directors and officers and [certain of] the experts named inthis prospectus judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada."

(iii) "This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and in thosejurisdictions only by persons permitted to sell such securities. No securities commission or similar authority in Canada or the United States of America has in anyway passed upon the merits of the securities offered by this prospectus and any representation to the contrary is an offence."; and

Source: NP45, s.3.9(2)

There shall be printed on the outside or inside front cover page (or on a sticker thereto) of each preliminary prospectus and prospectus the following statement:

(a) "This offering is being made by a U.S. Issuer pursuant to disclosure documents prepared in accordance with U.S. securities laws. Purchasers should be awarethat these requirements may differ from those of [insert the names of the provinces and territories where qualified]. The financial statements included orincorporated by reference in this prospectus have not been prepared in accordance with Canadian generally accepted accounting principles and thus may not becomparable to financial statements of Canadian issuers."

(b) "[All of] [Certain of] the directors and officers of the issuer and [all of] [certain of] the experts named herein reside outside of Canada. [[Substantially] all ofthe assets of these persons and of the issuer may be located outside of Canada.] The issuer has appointed [name and address of agent for service] as its agent forservice of process in Canada, but it may not be possible for investors to effect service of process within Canada upon the directors, officers and experts referredto above. It may also not be possible to enforce against the issuer, its directors and officers and [certain of] the experts named herein judgments obtained inCanadian courts predicated upon the civil liability provisions of applicable securities laws in Canada."

(c) "This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only bypersons permitted to sell such securities. No securities commission or similar authority in Canada or the United States has in any way passed upon the merits ofthe securities offered hereunder and any representation to the contrary is an offence."

(c) in each preliminary MJDS prospectus and MJDS prospectus

"Securities legislation in [certain of the provinces [and territories] of Canada/the Province of... [insert name of local jurisdiction, if applicable]] providespurchasers with the right to withdraw from an agreement to purchase securities within two business days after receipt or deemed receipt of a prospectus and anyamendment. [In several of the provinces [and territories], the] securities legislation further provides a purchaser with remedies for rescission [or [, in somejurisdictions,] damages] if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that such remedies forrescission [or damages] are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province [or territory]. Thepurchaser should refer to any applicable provisions of the securities legislation of the purchaser's province [or territory] for particulars of these rights or consultwith a legal adviser. Rights and remedies also may be available to purchasers under U.S. law; purchasers may wish to consult with a U.S. legal adviser forparticulars of these rights."

Source: NP45, s.3.9(4)

The following shall be included in each preliminary prospectus and prospectus:

"Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchasesecurities within two business days after receipt or deemed receipt of a prospectus or any amendment. In several provinces and territories of Canada, securitieslegislation further provides a purchaser with rights of rescission or, in some jurisdictions, damages where the prospectus or any amendment contains amisrepresentation or is not delivered to the purchaser, provided that such remedies for rescission or damages are exercised by the purchaser within the time limitprescribed by the securities legislation of the province or territory. Purchasers should refer to the applicable provisions of the securities legislation of theirprovince or territory for particulars of these rights or consult with a lawyer. Rights and remedies also may be available to purchasers under U.S. law; purchasersmay wish to consult with a U.S. lawyer for particulars of these rights."

Methodology: Amended to conform lead-in language only. Language regarding withdrawal rights has been conformed to NI 41-101.

(2) A preliminary MJDS prospectus, MJDS prospectus or amendment or supplement to a preliminary MJDS prospectus or MJDS prospectus need not containany disclosure relevant solely to U.S. offerees or purchasers, including

(a) any "red herring" legend required by U.S. federal securities law;

(b) except as provided in subclause (1)(b)(iii), any legend regarding approval or disapproval by the SEC;

(c) any discussion of U.S. tax considerations other than those material to Canadian purchasers; and

(d) the names of U.S. underwriters not acting as underwriters in Canada or a description of the U.S. plan of distribution, except to the extent necessary todescribe facts material to the Canadian distribution.

Source: NP45, s.3.8(1), 2nd para

Notwithstanding the foregoing, a preliminary prospectus, prospectus or amendment or supplement thereto used in Canada need not contain any disclosurerelevant solely to U.S. offerees or purchasers, including, without limitation: (i) any "red herring" legend required by U.S. law; (ii) any legend regarding approvalor disapproval by the SEC; (iii) any discussion of U.S. tax considerations other than those material to Canadian purchasers; and (iv) the names of any U.S.underwriters not acting as underwriters in Canada or a description of the U.S. plan of distribution (except to the extent necessary to describe facts material to theCanadian offering). Except as specifically provided in this Policy Statement, such documents are not required to comply with the form and content requirementsset forth in applicable Canadian securities legislation.

Methodology: Substance remains unaltered.

4.4 Incorporation by Reference - Except as otherwise provided in this Instrument, documents incorporated or deemed to be incorporated by reference into aU.S. prospectus under U.S. federal securities law shall be, and are deemed to be, incorporated by reference into a preliminary MJDS prospectus or MJDSprospectus.

Source: NP45, s.3.8(5), 8th & 9th paras

Except as otherwise provided in this Policy Statement, documents shall be, and shall be deemed to be, incorporated by reference into each preliminary prospectusor prospectus filed under the MJDS in accordance with U.S. securities law.

Methodology: Excluded words relate to filing and have therefore been moved to Part 6. The disclosure has been amended to include reference to documentsincorporated into the preliminary MJDS Prospectus.

4.5 Statements Modified or Superseded

(1) A statement in a document incorporated or deemed to be incorporated by reference into a MJDS prospectus shall be deemed to be modified or superseded,for the purposes of the MJDS prospectus, to the extent that a statement in the MJDS prospectus or in any other subsequently filed document that also is or isdeemed to be incorporated by reference into the MJDS prospectus modifies or supersedes the statement.

(2) The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information in the documentthat it modifies or supersedes.

Source: NP45, s.3.8(5), 9th para, 1st sentence

Any statement contained in a document incorporated by reference into a prospectus shall be deemed to be modified or superseded, for the purposes of theprospectus, to the extent that a statement contained in the prospectus or in any other subsequently filed document that is incorporated by reference into theprospectus modifies or supersedes such statement.

(3) The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, whenmade, constituted a misrepresentation, an untrue statement of material fact or an omission to state a material fact that is required to be stated or that is necessaryto make a statement not misleading in light of the circumstances in which it was made.

Source: NP45, s.3.8(5), 9th para, 2nd sentence

The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, whenmade, constituted a misrepresentation, an untrue statement of material fact or an omission to state a material fact that is required to be stated or that is necessaryto make a statement not misleading in light of the circumstances in which it was made.

Methodology: No change made.

(4) A statement so modified or superseded shall not be deemed in its unmodified or superseded form to constitute part of the MJDS prospectus.

Source: NP45, s. 3.8(5), 9th para, last sentence

Any statement so modified or superseded shall not be deemed in its unmodified or superseded form to constitute part of the prospectus.

(5) If documents are incorporated by reference into a preliminary MJDS prospectus or MJDS prospectus, the section in the preliminary MJDS prospectus orMJDS prospectus that provides information about incorporation by reference shall include a statement that information has been incorporated by reference fromdocuments filed with the Canadian securities regulatory authority in each jurisdiction in which the distribution is being made and shall state the name, address andtelephone number of an officer of the issuer from whom copies of the documents may be obtained on request without charge.

Source: NP45, s.3.9(3)

If documents are incorporated by reference in a preliminary prospectus or prospectus, the portion of the preliminary prospectus or prospectus which providesinformation about incorporation by reference shall include a statement that such documents have been filed with securities commissions or similar authorities ineach jurisdiction in Canada in which the offering is being made and shall provide the name, address and telephone number of an officer of the issuer from whomcopies of such documents may be obtained on request without charge.

Methodology: Conforming changes only.

Methodology: The specific disclosure requirements relating to incorporation by reference have been placed together with the deeming provision so that allmatters relating to incorporation by reference are together.

4.6 Reconciliation of Financial Statements

(1) A preliminary MJDS prospectus and a MJDS prospectus used to distribute securities eligible under paragraph 3.1(c) shall include a reconciliation of thefinancial statements required to be included or incorporated by reference in the preliminary MJDS prospectus and MJDS prospectus to Canadian GAAP in thenotes to the financial statements or as a supplement included or incorporated by reference in the preliminary MJDS prospectus and MJDS prospectus.

(2) A reconciliation required under subsection (1) shall explain and quantify as a separate reconciling item any significant differences between the principlesapplied in the financial statements, including note disclosure, and Canadian GAAP and, in the case of the reconciliation of the annual financial statements, shall beverified by an auditor's report.

Source: NP45, s.3.10, 1st para

Reconciliation of Financial Statements - An issuer offering securities pursuant to Section 3.3 shall provide a reconciliation to Canadian GAAP or to InternationalAccounting Standards of the financial statements contained in or incorporated by reference in the preliminary prospectus or prospectus in the notes to suchfinancial statements or as a supplement included or incorporated by reference in the preliminary prospectus and prospectus. The reconciliation shall explain andquantify as a separate reconciling item any significant differences between the principles applied in the financial statements (including note disclosure) andCanadian GAAP or International Accounting Standards, as the case may be, and, in the case of the annual financial statements, shall be covered by an auditor'sreport.

Methodology: The alternative of reconciliation to International Accounting Standards has been deleted. Exemptions from the requirement to reconcile toCanadian GAAP will be considered on a case by case basis. See subsection 3.2(6) of Companion Policy 71-101CP. The term "Canadian GAAP" is defined inNational Instrument 14-101 Definitions. The definition is generally accepted accounting principles determined with reference to the Handbook. The term"Handbook" is defined as the Handbook of the Canadian Institute of Chartered Accountants, as amended from time to time.

4.7 General Certification Requirements - Except as provided in sections 4.8 to 4.10, each preliminary MJDS prospectus and MJDS prospectus used for adistribution under this Part shall contain

(a) a certificate in the following form, signed by the chief executive officer, the chief financial officer, and, on behalf of the board of directors of the issuer, anytwo directors of the issuer, other than the chief executive officer and the chief financial officer, duly authorized to sign, each person or company that is apromoter of the issuer and each person or company that is a guarantor of the securities distributed by the MJDS prospectus

"The foregoing [insert, if applicable, ---", together with the documents incorporated in this prospectus by reference,"] constitutes full, true and plain disclosure ofall material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec ---" and doesnot contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]"; and

(b) if there is an underwriter, a certificate in the following form, signed by the underwriter or underwriters who, for the distribution of securities by the MJDSprospectus, are in a contractual relationship with the issuer or selling securityholder

"To the best of our knowledge, information and belief, the foregoing, [insert, "if applicable, ---", together with the documents incorporated in this prospectus byreference," constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by[Col Def] [insertapplicable references] [insert if offering made in Quebec---"and does not contain any misrepresentation likely to affect the value or the market price of thesecurities to be distributed.

Source: NP45, s.3.11

Source: NP45, s.3.11(1)

(1) General

Except as otherwise provided for Rule 415 Offerings and Rule 430A Offerings, each preliminary prospectus and prospectus used for an offering under the MJDSshall contain the following issuer's certificate:

"The foregoing, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to thesecurities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec---"and does not contain any misrepresentationlikely to affect the value or the market price of the securities to be distributed"]."

Where there is an underwriter, except as otherwise provided for Rule 415 Offerings and Rule 430A Offerings, each preliminary prospectus and prospectus usedfor an offering under the MJDS shall contain the following underwriters' certificate signed by the underwriter or underwriters who, with respect to the securitiesoffered by the prospectus, are in a contractual relationship with the issuer or a selling securityholder:

"To the best of our knowledge, information and belief, the foregoing, together with the documents incorporated herein by reference, constitutes full, true andplain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made inQuebec---"and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]".

Methodology: The substance of the certification requirements has remained substantially unchanged other than the addition of a requirement for the guarantorand the

promoter to sign.

4.8 Certificate Requirement for Rule 415 Offerings - A preliminary MJDS prospectus and a MJDS prospectus filed for a rule 415 offering under this Part shallcontain certificates prepared in accordance with method 1 or method 2.

Source: NP45, s.3.11(2), 1st sentence

Rule 415 Offerings

In Rule 415 Offerings, issuers and underwriters may choose between two alternative methods of providing certificates.

Methodology: The descriptions of method 1 and method 2 certificates have been deleted as superfluous. These descriptions are contained in subsection 3.2(14)of Companion Policy 71-101CP. The substance of paragraph 1 remains unchanged. The provision is now stated as an affirmative obligation to include either amethod 1 or method 2 certificate. The reference to the location of the text of the certificates is now contained in the definitions of "method 1" and "method 2".

4.9 Certificate Requirement for Rule 430A Offerings - For a rule 430A offering,

Source: NP45, s.3.11(3)

Methodology: The substance of certificates has been preserved. Conforming changes only. Pricing supplements are required to contain certificates if no"forward-looking" method 1 certificate has been included in the prospectus. See section 3.11(2) of NP45.

(a) a preliminary MJDS prospectus, amendment to a preliminary MJDS prospectus and a MJDS prospectus,

Source: NP45, s.3.11(3)(a)

(b) an amended MJDS prospectus filed to commence a new period for filing a rule 430A pricing prospectus, and

(c) an amendment to a MJDS prospectus filed for a rule 430A offering before the information omitted from the MJDS prospectus has been filed in either a rule430A pricing prospectus or an amendment

shall contain

(i) a certificate in the following form, signed by the chief executive officer, the chief financial officer, and, on behalf of the board of directors of the issuer, anytwo directors of the issuer, other than the chief executive officer and chief financial officer, duly authorized to sign, each person or company that is a promoter ofthe issuer and each person or company that is a guarantor of the securities distributed by the MJDS prospectus

"The foregoing, together with the documents incorporated in this prospectus by reference as of the date of the prospectus providing the information permitted tobe omitted from this prospectus, will constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as requiredby [insert applicable references] [insert if offering made in Quebec---"and will not contain any misrepresentation likely to affect the value or the market price ofthe securities to be distributed",]"; and

(a) Issuer's Certificate

Each (i) preliminary prospectus and prospectus filed with the applicable securities regulatory authorities for a Rule 430A Offering, (ii) each amendment to apreliminary prospectus filed with the applicable securities regulatory authorities for a Rule 430A Offering, (iii) each amended prospectus filed with the applicablesecurities regulatory authorities to commence a new period for filing a Rule 430A Pricing Prospectus, and (iv) each amendment to a prospectus filed with theapplicable securities regulatory authorities for a Rule 430A Offering before the information omitted from the prospectus has been filed in either a Rule 430APricing Prospectus or an amendment shall contain the following issuer's certificate:

"The foregoing, together with the documents incorporated herein by reference and the information deemed to be incorporated herein by reference, as of the dateof the prospectus providing the information permitted to be omitted from this prospectus, will constitute full, true and plain disclosure of all material factsrelating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec---"and will not contain anymisrepresentation likely to affect the value or the market price of the securities to be distributed"]".

(ii) if there is an underwriter, a certificate in the following form, signed by the underwriter or underwriters who, for the distribution of securities by the MJDSprospectus, are in a contractual relationship with the issuer or selling securityholder

"To the best of our knowledge, information and belief, the foregoing, together with the documents incorporated in this prospectus by reference, as of the date ofthe prospectus providing the information permitted to be omitted from this prospectus, will constitute full, true and plain disclosure of all material facts relatingto the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec---"and will not contain anymisrepresentation likely to affect the value or the market price of the securities to be distributed".]".

Source: NP45, s.3.11(3)(b)

(b) Underwriters' Certificate

Where there is an underwriter, each (i) preliminary prospectus and prospectus filed with the applicable securities regulatory authorities for a Rule 430A Offering,(ii) each amendment to a preliminary prospectus filed with the applicable securities regulatory authorities for a Rule 430A Offering, (iii) each amendedprospectus filed with the applicable securities regulatory authorities to commence a new period for filing a Rule 430A Pricing Prospectus, and (iv) eachamendment to a prospectus filed with the applicable securities regulatory authorities for a Rule 430A Offering before the information omitted from theprospectus has been filed in either a Rule 430A Pricing Prospectus or an amendment shall contain the following underwriters' certificate signed by theunderwriter or underwriters who, with respect to the securities offered by the prospectus, are in a contractual relationship with the issuer or a sellingsecurityholder:

"To the best of our knowledge, information and belief, the foregoing, together with the documents incorporated herein by reference and the information deemedto be incorporated herein by reference, as of the date of the prospectus providing the information permitted to be omitted from this prospectus, will constitutefull, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert if offering made in Quebec---"and willnot contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]".

4.10 Certificates for Rule 430A Pricing Prospectus - A rule 430A pricing prospectus shall contain in place of the certificates referred to in section 4.9

(a) a certificate in the following form, signed by the chief executive officer, the chief financial officer, and, on behalf of the board of directors of the issuer, anytwo directors of the issuer, other than the chief executive officer and chief financial officer, duly authorized to sign, each person or company that is a promoter ofthe issuer and each person or company that is a guarantor of the securities distributed by the MJDS prospectus

"The foregoing [insert, if applicable---", together with the documents incorporated in this prospectus by reference,"] constitutes full, true and plain disclosure ofall material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec---"and doesnot contain any misrepresentation likely to affect the value or the market price of the securities to be distributed".]"; and

Source: NP45, s.3.11(3)(c)

(c) Issuer's Certificate for Rule 430A Pricing Prospectus

Each Rule 430A Pricing Prospectus shall contain, in place of the certificate referred to in (a) above, the following issuer's certificate:

"The foregoing [insert, if applicable---", together with the documents incorporated herein by reference,"] constitutes full, true and plain disclosure of all materialfacts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec---"and will not containany misrepresentation likely to affect the value or the market price of the securities to be distributed"]".

Methodology: Quebec certificate language conformed to change "will" to "does".

(b) if there is an underwriter, a certificate in the following form, signed by the underwriter or underwriters who, for the distribution of the securities by the MJDSprospectus, are in a contractual relationship with the issuer or selling securityholder

"To the best of our knowledge, information and belief, the foregoing [insert, if applicable---", together with the documents incorporated in this prospectus byreference,"] constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicablereferences] [insert if offering also made in Quebec---"and does not contain any misrepresentation likely to affect the value or the market price of the securities tobe distributed"]".

Source: NP45, s.3.11(3)(d)

(d) Underwriters' Certificate for Rule 430A Pricing Prospectus

Where there is an underwriter, each Rule 430A Pricing Prospectus shall contain, in place of the certificate referred to in (b) above, the following underwriters'certificate signed by the underwriter or underwriters who, with respect to the securities offered by the prospectus, are in a contractual relationship with the issueror a selling securityholder:

"To the best of our knowledge, information and belief, the foregoing [insert, if applicable---", together with the documents incorporated herein by reference,"]constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references][insert if offering made in Quebec---"and will not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]".

Source: NP45, s.3.11(4)

(4) Rights Offerings

A rights offering prospectus used under Section 3.4 need not contain an underwriters' certificate, provided that there is no soliciting activity in Canada other thanthe dissemination by the issuer of the rights and the prospectus and any securities acquired under a standby underwriting arrangement are not resold in Canada.

Methodology: This statement is included in subsection 3.2(7) of Companion Policy 71-101CP rather than this Instrument as the statutory requirement for acertificate only exists if there is an underwriter.

4.11 Signing of Certificates by Agent - Certificates contained in a preliminary MJDS prospectus, MJDS prospectus, amendment to a preliminary MJDSprospectus or MJDS prospectus, rule 415 prospectus supplement or rule 430A pricing prospectus shall be signed in accordance with securities legislationprovided that any or all of the persons required to sign a certificate may sign the certificate for a distribution made under this Instrument by an agent dulyauthorized in writing.

Source: NP45, s.3.11(5)

(5) Signing of Certificates

Certificates contained in a preliminary prospectus, prospectus, amendment to a preliminary prospectus or prospectus, prospectus supplement or Rule 430APricing Prospectus shall be signed in accordance with applicable Canadian securities legislation. However, the chief executive officer, chief financial officer andtwo directors, on behalf of the board of directors, of the issuer, and the underwriters may each sign such certificates for an offering made under the MJDS by anagent duly authorized in writing.

PART 5 FILING PROCEDURES

5.1 Specification of Principal Jurisdiction - At the time of filing a preliminary MJDS prospectus, the issuer shall send written notice to the securities regulatoryauthority and, unless the distribution is being made in Canada only, to the SEC, stating that the distribution is being made under the MJDS and specifying theprincipal jurisdiction.

Source: NP45, s.3.8(2)

(2) Selection of Principal Jurisdiction

At the time of filing a preliminary prospectus under the MJDS, the issuer shall select a principal jurisdiction in Canada and advise the applicable securitiesregulatory authorities and, unless the offering is being made in Canada only, the SEC of its selection and that the offering is being made under the MJDS. Thejurisdiction so selected may or may not agree to act, the issuer shall select another jurisdiction as principal jurisdiction. As of the date of this Policy Statement,the securities regulatory authorities of New Brunswick, Prince Edward Island, Newfoundland, Yukon Territory and the Northwest Territories have indicated thatthey will not agree to act as principal jurisdiction in connection with offerings made under the MJDS.

Methodology: Amended to make conforming changes, to use "distribution" instead of "offering" and to link subsection with the definition of "principaljurisdiction". The last sentence of NP45, s. 3.8(2) is included in s.3.2(11) of Companion Policy 71-101CP.

5.2 Alternate Principal Jurisdiction - If the securities regulatory authority in the jurisdiction specified in the notice sent under section 5.1 advises the issuer that itis not prepared to act as principal jurisdiction, the issuer shall specify another jurisdiction that is prepared to act as principal jurisdiction and notify the securityregulatory authority in each jurisdiction in which the preliminary MJDS prospectus was filed and the SEC.

5.3 SEC Review - If the SEC notifies an issuer that a filing made under the MJDS has been selected for review, the issuer shall notify the securities regulatoryauthority in the principal jurisdiction.

Source: NP45, s.3.8(3)

PART 6 FILING DOCUMENTS

Source: NP45, s.3.14, lead in para, 1st sentence

The supporting documentation specified below shall be filed with the applicable securities regulatory authorities in connection with offerings made under theMJDS in the manner specified.

Methodology: Amended to make conforming changes, to use "distributions" instead of "offerings" and to add reference to rule 430A pricing prospectus.References to number of copies filed deleted in order to accommodate a U.S. issuer filing using SEDAR.

6.1 Principal Jurisdiction - The issuer shall file in the principal jurisdiction

(a) the preliminary MJDS prospectus, the MJDS prospectus, each amendment and supplement to the preliminary MJDS prospectus and MJDS prospectus, therule 430A pricing prospectus and each rule 415 prospectus supplement used in Canada,

(b) all documents incorporated or deemed to be incorporated by reference in the MJDS prospectus, and

(c) all other documents required by this Instrument.

Source: NP45, s.3.8(1) and 3.14

Source: NP45, s.3.8(1), 3rd para

If the offering is also being made in the United States, one unsigned copy of the registration statement and all amendments and exhibits thereto and one signedand two unsigned copies of the preliminary prospectus, prospectus and each amendment and supplement thereto used in Canada (together with one copy of alldocuments incorporated by reference in the prospectus and the supporting documentation required by this Policy Statement) shall be filed in the manner set forthin this Policy Statement with the securities regulatory authority in the principal jurisdiction as nearly as practicable contemporaneously with the filing of theregistration statement with the SEC. One signed and one unsigned copy of the preliminary prospectus, prospectus and each amendment and supplement theretoused in Canada (together with one copy of all documents incorporated by reference in the prospectus and the supporting documentation required by this PolicyStatement) shall be filed with the other applicable securities regulatory authorities. Such filings shall be made as nearly as practicable contemporaneously with thefiling in the principal jurisdiction.

6.2 Canada-U.S. Offering - If the distribution is being made in Canada and the United States of America, the issuer shall also file in the principal jurisdiction oneunsigned copy of the registration statement and all amendments and exhibits to the registration statement in addition to the documents specified in section 6.1.

6.3 Non-Principal Jurisdictions - In the jurisdictions other than the principal jurisdiction, the issuer shall file

(a) the preliminary MJDS prospectus, the MJDS prospectus, each amendment and supplement to the preliminary MJDS prospectus and MJDS prospectus, therule 430A pricing prospectus and, subject to section 7.6, each rule 415 prospectus supplement used in Canada,

(b) all documents incorporated or deemed to be incorporated by reference in the MJDS prospectus, and

(c) all other documents required by this Instrument.

6.4 Certificate Regarding Eligibility Criteria - At the time of filing a preliminary MJDS prospectus, an issuer shall file a certificate, signed on its behalf by a seniorofficer of the issuer, confirming that it satisfies the applicable eligibility criteria.

Source: NP45, s.3.14(1)

(1) Certificate Confirming Satisfaction of Eligibility Requirements

A certificate of the issuer, signed on its behalf by a senior officer, confirming that it satisfies the applicable eligibility criteria shall be filed with each applicablesecurities regulatory authority at the time of filing the preliminary prospectus for each offering made under the MJDS.

Methodology: Amended to make conforming changes.

6.5 Consents

(1) The issuer shall file the written consent of an attorney, auditor, accountant, engineer, appraiser or any other person or company named as having prepared orcertified any expertised statement as follows:

(a) if the expertised statement is in the preliminary MJDS prospectus, an amendment to the preliminary MJDS prospectus, the MJDS prospectus or a documentincorporated by reference into the MJDS prospectus that was filed before the filing of the MJDS prospectus, the consent shall be filed at the time of filing theMJDS prospectus; and

(b) if the expertised statement is in an amendment to the MJDS prospectus, a rule 415 prospectus supplement, a rule 430A pricing prospectus, or a documentincorporated by reference into a MJDS prospectus that was filed after the filing of the MJDS prospectus, the consent shall be filed at the time of filing theamendment, the rule 415 prospectus supplement, the rule 430A pricing prospectus or the document.

(2) Despite subsection (1), the filing requirements in paragraphs (1)(a) and (b) shall not apply to the consent of a rating organization that issues a rating orprovisional rating that is used in or in connection with a preliminary MJDS prospectus, an amendment to a preliminary MJDS prospectus, a MJDS prospectus, anamendment to a MJDS prospectus, a rule 415 prospectus supplement or a rule 430A pricing prospectus.

Source: NP45, s.3.14(2)

(2) Consents

The written consent of a solicitor, auditor, accountant, engineer, appraiser or any other person or company who is named as having prepared or certified any Partof a disclosure document for an offering made under the MJDS or a document that is incorporated by reference therein, or who is named as having prepared orcertified a report used in or in connection with such disclosure document or any document incorporated by reference therein (such Part or report being referredto herein as an "expertised statement"), shall be prepared in accordance with the requirements of applicable Canadian securities legislation and shall be filed witheach applicable securities regulatory authority in accordance with applicable Canadian securities legislation as follows:

(a) If the expertised statement appears in the preliminary prospectus, an amendment thereto, the prospectus or a document incorporated by reference into theprospectus that was filed prior to the filing of the prospectus, the related consent shall be filed at the time of filing the prospectus.

(b) If the expertised statement appears in an amendment to the prospectus, a prospectus supplement, a Rule 430A Pricing Prospectus, or a documentincorporated by reference into a prospectus that was filed after the filing of the prospectus, the related consent shall be filed at the time of filing such amendment,prospectus supplement, Rule 430A Pricing Prospectus or document.

A further consent may be required to be filed with an amendment to a prospectus pursuant to the requirements of applicable Canadian securities legislation as aresult of a material change to an expertised statement.

Methodology: Amended to make conforming changes, to use "distribution" instead of "offering" and to use newly defined term "expertised statement".

The prospectus liability section in securities legislation provides for liability for expertised statements in a prospectus if a consent is filed pursuant to securitieslegislation.

6.6 Further Consents - If a change to the MJDS prospectus is material to the consent filed under subsection 6.5(1), the issuer shall file a further consentcontemporaneously with the filing of the change to the MJDS prospectus.

Methodology: The obligation to file a further consent has been broadened to include a change to the disclosure in the MJDS prospectus, not just a change to anexpertised statement.

6.7 Form of Consent - The consent referred to in sections 6.5 and 6.6 shall be prepared in accordance with securities legislation.

6.8 Reports on Property - An issuer satisfies the requirement of securities legislation to file a report on the property of a natural resource company if it files areport prepared in accordance with U.S. federal securities law if a report is required to be filed with the SEC.

Source: NP45, s.3.14(3)

(3) Reports on Property

A report on the property of a natural resource company is not required to be filed for offerings made under the MJDS, unless such report is also required to befiled with the SEC.

Methodology: Amended to make conforming changes.

6.9 Appointment of Agent for Service - At the time of filing of the MJDS prospectus, the issuer shall file a duly executed submission to jurisdiction andappointment of agent for service of process in the form set out in section 1 of the required form.

Source: NP45, s.3.14(4)

(4) Appointment of Agent for Service

At the time of filing a prospectus under the MJDS, the issuer shall file a duly executed submission to jurisdiction and Appointment of Agent for Service ofProcess in the form set forth in Part A of Appendix "B" with each applicable securities regulatory authority.

Methodology: Amended to make conforming changes.

6.10 Powers of Attorney - If a person or company signs a certificate by an agent under section 4.11, the issuer shall file a duly executed copy of the documentauthorizing the agent to sign the certificate not later than the time of filing the document in which the certificate is included.

Source: NP45, s.3.14(5)

(5) Powers of Attorney

If a person or company signs a certificate by an agent pursuant to Section 3.11(5), a duly executed copy of the document authorizing the agent to sign thecertificate shall be filed with each applicable securities regulatory authority not later than the time of filing the document in which the certificate is included.

Methodology: Amended to make conforming changes.

6.11 Notification of Effectiveness - If the securities distributed under this Instrument are also offered or sold in the United States of America, the issuer whosesecurities are being distributed under this Instrument shall notify in writing the principal jurisdiction once the related registration statement filed with the SEC hasbecome effective.

Source: NP45, s. 3.8(4), second paragraph:

Where the offering also is being made in the United States, the receipt for a prospectus filed under the MJDS will be issued by each applicable securitiesregulatory authority, unless it has reason to believe that there may be a problem with the transaction or the related disclosure or other special circumstances exist,upon the following conditions having been satisfied:

(a) in the case of the principal jurisdiction, the related registration statement has been declared effective by the SEC, as certified by the issuer in writing (whichmay be in facsimile form):...

Methodology: Section 3.8(4)(a) of NP45 provides that the issuance of a receipt for a MJDS prospectus will be conditional on certification as to the effectivenessof the SEC registration statement (except for Canada-only distributions). This appears to be the only mandatory requirement in the "Review Procedures" (NP45,s. 3.8(3)) and "Receipt Procedures" (NP45, s. 3.8(4)) which needs to be included in the Instrument.

The second sentence of section 3.8(4) of NP45 sets out a list of pre-conditions that must be satisfied before a receipt for a MJDS prospectus will be issued.These provisions have not been included in the Instrument on the basis that these requirements are among the indicia, but not the only factors, which theregulator will consider in issuing a receipt under securities legislation. The issuance of a receipt upon fulfilment of these conditions is not mandatory. Theseprovisions are contained in subsection 3.2(12) of Companion Policy 71-101CP as matters relating to the exercise of discretion of the regulator under securitieslegislation.

The other provisions of NP45, subsections 3.8(3) and (4), have not been included in the Instrument as they do not impose mandatory requirements on persons orcompanies distributing securities. They are similar to the provisions of NP1 as they relate to the administration of the regulator's receipt granting powers undersecurities legislation.

6.12 Exhibits to Registration Statement - An issuer shall file any exhibits to a registration statement requested by the securities regulatory authority in anon-principal jurisdiction.

Source: NP45, s.3.14, lead-in para, 2nd sentence

In addition, any exhibit to a registration statement shall be provided to an applicable securities regulatory authority upon request.

Methodology: Amended to make conforming changes.

6.13 Commercial Copies - The issuer shall file a commercial copy of the MJDS prospectus, rule 415 prospectus supplement, preliminary MJDS prospectus usedin connection with solicitations of expressions of interest, rule 430A pricing prospectus and any MJDS prospectus amendment used in connection with adistribution of securities.

Source: NP45, s.3.14(7)

(7) Commercial Copies

Commercial copies of any prospectus, prospectus supplement, preliminary prospectus used in connection with solicitations of expressions of interest, Rule 430APricing Prospectus or prospectus amendment used in a MJDS offering in connection with offers or sales of securities shall be filed with the applicable securitiesregulatory authorities. Once so filed, the commercial copy need not be refiled if it is used, without change, in offers or sales of additional tranches of securities.

Methodology: Amended to make conforming changes including standard requirements respecting manner of filing commercial copies.

6.14 Rule 415 Offerings - A commercial copy of each MJDS prospectus and rule 415 prospectus supplement need not be refiled if it is used, without change, indistributions of additional tranches of securities.

Source: NP45, s.3.8(1), 4th para, all but last sentence

For filings made in Quebec, both English and French language versions of the preliminary prospectus and each amendment and supplement thereto shall be filedin the requisite numbers. French language versions of the documents incorporated by reference into any of those documents shall be filed in Quebec not laterthan the time the incorporating document is filed. Thus, French language versions of continuous disclosure documents need not be filed until incorporated byreference. In addition, information contained in a Form 10-K or Form 10-Q prescribed under the 1934 Act that is not required to be disclosed under Quebecrequirements applicable to offerings not made under the MJDS need not be included in the French language versions of those documents.

S.3.8(1), 4th paragraph has been deleted as it does not impose a mandatory requirement but rather describes a language requirement that exists for allprospectuses filed in Quebec. The concept appears in subsection 3.2(8) of Companion Policy 71-101CP.

6.15 French Language Documentation Not Required - A preliminary MJDS prospectus and a MJDS prospectus in the French language need not be filed inQuebec for an offering of rights eligible to be made under paragraph 3.1(b), unless

(a) the issuer is a reporting issuer in Quebec other than solely as a result of one or more rights offerings made under paragraph 3.1(b); or

(b) 20 percent or more of the class of securities in respect of which the rights are issued is held by persons or companies whose last address as shown on thebooks of the issuer is in Canada.

Source: NP45, s.3.8(1), 4th para, last sentence

Notwithstanding the foregoing, French language versions of the disclosure documents are not required to be filed for rights offerings made pursuant to Section3.4, unless (i) the issuer is a reporting issuer in Quebec other than solely as a result of rights offerings made pursuant to Section 3.4, or (ii) 20% or more of theclass of securities in respect of which the rights are issued is held by persons or companies whose last address as shown on the books of the issuer is in Canada.

Source: NP45, s.3.14(6)

(6) Fees

The provisions of Canadian securities legislation regarding fees shall apply to an offering made under the MJDS in the same manner as though the offering hadnot been made under the MJDS.

Fees shall be payable for a Rule 415 Offering or Rule 430A Offering in the manner prescribed for offerings made under the shelf procedures and post-receiptpricing rules set forth in National Policy Statement No. 44, respectively.

Methodology: Subsection 3.14(6) of NP45 included in subsection 3.2(18) of Companion Policy 71-101CP.

PART 7 AMENDMENT AND SUPPLEMENT PROCEDURES

7.1 Form of Amendment or Supplement

Source: NP45, s.3.8(5)

(1) An issuer shall amend or supplement disclosure documents filed under this Instrument in accordance with U.S. federal securities law.

(2) The amending or supplementing document shall contain the legends and certificates required by this Instrument.

Source: NP45, s.3.8(5), 1st para, 2nd sentence

Instead, disclosure documents filed under the MJDS shall be amended and supplemented in accordance with U.S. securities law, but shall contain the legends,where applicable, and certificates required by this Policy Statement.

Methodology: Conforming changes and deletion of requirement to file "as nearly as practicable contemporaneously with the filing thereof with the SEC".

7.2 Modification or Amendment

(1) If a registration statement is amended in a manner that modifies the related U.S. prospectus, an issuer shall file the documents containing the modification.

(2) If the receipt for the MJDS prospectus has not been issued and the filing has been made as a result of the occurrence of an adverse material change since thefiling of the preliminary MJDS prospectus or an amendment to the preliminary MJDS prospectus, an issuer shall file the documents as an amendment to thepreliminary MJDS prospectus.

Source: NP45, s.3.8(5), 2nd para

Where a registration statement is amended in a manner that modifies the related U.S. prospectus, two copies of the documents containing the modification shallbe filed with each applicable securities regulatory authority as nearly as practicable contemporaneously with the filing of the amendment with the SEC. If thereceipt for the prospectus has not been issued and the filing has been made as a result of the occurrence of a material adverse change since the last filing, suchdocuments are required to be filed as an amendment to the preliminary prospectus. The issuer shall specify, upon filing, that such documents have been filed assuch under applicable Canadian securities legislation. Otherwise such documents will not be considered to be amendments to the preliminary prospectus withinthe meaning of applicable Canadian securities legislation. Any modifications made to a prospectus by filing a post-effective amendment to the registrationstatement with the SEC must be made by filing an amendment to the prospectus with the applicable securities regulatory authorities.

Methodology: This subsection distinguishes between modifications not constituting a material adverse change and amendments filed as a consequence of amaterial adverse change. Amended to make conforming changes other than the second last sentence of the second paragraph of s.3.8(5) which has been includedin subsection 3.2(9) of Companion Policy 71-101CP.

7.3 Post-Effective Amendment - If a modification is made to a U.S. prospectus by filing with the SEC a post-effective amendment to the registration statement,an issuer shall file an amendment to the MJDS prospectus.

7.4 Amendment to Additional Disclosure - An issuer shall file an amendment in the event of an adverse material change in the additional disclosure containedonly in the preliminary MJDS prospectus or a material change in the additional disclosure contained only in the MJDS prospectus.

Source: NP45, s.3.8(5), 3rd para

An amendment is required to be filed with the applicable securities regulatory authorities in the event of a material adverse change in the additional disclosurecontained only in the preliminary prospectus used in Canada or a material change in the additional disclosure contained only in the prospectus used in Canada.

Methodology: Amended to make conforming changes.

7.5 Filing of Rule 415 Prospectus Supplement

(1) An issuer shall file a rule 415 prospectus supplement.

(2) A rule 415 prospectus supplement filed under subsection (1) shall be deemed to be incorporated into the MJDS prospectus as of the date of filing with theSEC, but only for the purpose of the distribution of the securities covered by the supplement.

Source: NP45, s.3.8(5), 4th para

A prospectus supplement used in connection with a Rule 415 Offering to modify a U.S. prospectus is required to be filed with the applicable securities regulatoryauthorities, as set forth below, as nearly as practicable contemporaneously with the filing thereof with the SEC and shall be deemed to be incorporated into theprospectus as of the date thereof, but only for the purpose of the offering of securities covered by the supplement. Such a prospectus supplement will not beconsidered to be a prospectus amendment within the meaning of applicable Canadian securities legislation.

Methodology: Amended to make conforming changes.

The last sentence of the 4th paragraph of s.3.8(5) of NP45 has been deleted and added to paragraph 3.2(13)(b) of Companion Policy 71-101CP.

7.6 Rule 415 Prospectus Supplement Not Filed - Despite section 7.5, an issuer is not required to file a rule 415 prospectus supplement in the local jurisdictionunless it is the principal jurisdiction, if

(a) the rule 415 prospectus supplement is used to describe the terms of a tranche of securities distributed under the MJDS prospectus, or is a preliminary form ofthe rule 415 prospectus supplement for use in marketing, and the securities covered by the supplement will not be distributed in the local jurisdiction; or

(b) the rule 415 prospectus supplement is used to establish an MTN program or other continuous offering program or to update disclosure for the program, andsecurities will not be distributed under the program in the local jurisdiction.

Source: NP45, s.3.8(5), 5th para

Notwithstanding the preceding paragraph, a prospectus supplement is not required to be filed in a province or territory other than the principal jurisdiction if:

(a) (i) the prospectus supplement is used to describe the terms of a tranche of securities distributed under the prospectus (or is a preliminary form of suchsupplement for use in marketing), and (ii) the securities covered by the supplement will not be distributed in such province or territory; or

(b) (i) the prospectus supplement is used to establish an MTN Program or other continuous offering program or to update disclosure for such program, and (ii)securities will not be distributed under such program in such province or territory.

Methodology: Conforming changes only.

7.7 Filing of Rule 430A Pricing Prospectus - An issuer shall file a rule 430A pricing prospectus.

Source: NP45, s.3.8(5), 7th para

A Rule 430A Pricing Prospectus shall be filed with the applicable securities regulatory authorities as nearly as practicable contemporaneously with the filing ofthe Rule 430A Pricing Prospectus with the SEC. The information contained in a Rule 430A Pricing Prospectus that was omitted from the prospectus inaccordance with Rule 430A under the 1933 Act and any other additional information which the issuer has elected to include therein shall be deemed to beincorporated by reference into the prospectus as of the date of the Rule 430A Pricing Prospectus. A Rule 430A Pricing Prospectus will not be considered to be aprospectus amendment within the meaning of applicable Canadian securities legislation.

7.8 Incorporation by Reference of Pricing Information

The information contained in a rule 430A pricing prospectus that was omitted from the U.S. prospectus in accordance with Rule 430A under the 1933 Act andany other additional information that the issuer has elected to include in the rule 430A pricing prospectus in accordance with U.S. federal securities law shall bedeemed to be incorporated by reference into the MJDS prospectus as of the date of the rule 430A pricing prospectus.

Methodology: Amended to make conforming changes and to require additional information in a rule 430A pricing prospectus to be in accordance with U.S.federal securities law.

The concept that a rule 430A pricing prospectus is not an amendment has been deleted and included in paragraph 3.2(13)(b) of Companion Policy 71-101CP.

7.9 Filing of Revised U.S. Prospectus or Prospectus Supplement

(1) If an issuer files with the SEC a revised U.S. prospectus, other than as an amendment to the related registration statement under rule 424(b) or another ruleunder the 1933 Act, or a prospectus supplement, to modify a U.S. prospectus, other than a U.S. prospectus for a rule 415 offering or a rule 430A offering, theissuer shall file the revised U.S. prospectus or prospectus supplement.

(2) The revised U.S. prospectus or prospectus supplement shall be deemed to be incorporated into the MJDS prospectus as of the date of the revised U.S.prospectus or prospectus supplement.

Source: NP45, s.3.8(5), 6th para

Where (i) a revised prospectus, filed with the SEC other than as an amendment to the related registration statement pursuant to Rule 424(b) under the 1933 Actor otherwise, or (ii) a prospectus supplement is used to modify a prospectus other than a prospectus for a Rule 415 Offering or a Rule 430A Offering, suchrevised prospectus or prospectus supplement shall be filed with each applicable securities regulatory authority as nearly as practicable contemporaneously withthe filing of the revised prospectus or prospectus supplement with the SEC and shall be deemed to be incorporated into the prospectus as of the date thereof.Such revised prospectus or prospectus supplement will not be considered to be a prospectus amendment within the meaning of applicable Canadian securitieslegislation.

Methodology: Amended to make conforming changes. Statement regarding modification not constituting an amendment changed to state it need not be filed asan amendment and concept included in subsection 3.2(9) of Companion Policy 71-101CP.

PART 8 DISSEMINATION REQUIREMENTS

8.1 General - Subject to section 8.3, a preliminary MJDS prospectus, a MJDS prospectus and amendments and supplements to either shall be sent to offerees andpurchasers in accordance with prospectus delivery requirements of securities legislation.

Source: NP45, s.3.8(6)

Source: NP45, s.3.8(6), 1st para

Preliminary prospectuses, prospectuses and amendments and supplements thereto filed under the MJDS shall be delivered to offerees and purchasers inaccordance with applicable Canadian securities legislation. All prospectus supplements applicable to the securities being purchased shall be attached to, orincluded with, the prospectus that is delivered to offerees and purchasers of such securities in accordance with applicable Canadian securities legislation. A Rule430A Pricing Prospectus shall be delivered to offerees and purchasers, in lieu of the related prospectus, in accordance with applicable Canadian securitieslegislation.

Methodology: Conforming changes only.

8.2 Prospectus Supplements - All prospectus supplements applicable to the securities being distributed shall be attached to, or included with, the MJDSprospectus that is sent to offerees and purchasers of the securities.

8.3 Rule 430A Pricing Prospectus - Instead of the related MJDS prospectus, a rule 430A pricing prospectus shall be sent to offerees and purchasers inaccordance with prospectus delivery requirements of securities legislation.

8.4 Documents Incorporated by Reference - Documents that are incorporated or deemed to be incorporated by reference into a preliminary MJDS prospectus ora MJDS prospectus, other than rule 415 prospectus supplements and rule 430A pricing prospectuses, shall be sent to offerees or purchasers if the documents arerequired to be sent to offerees or purchasers under U.S. federal securities law.

Source: NP45, s.3.8(6), 2nd para

Documents that are incorporated by reference into a preliminary prospectus or a prospectus filed under the MJDS, other than prospectus supplements and Rule430A Pricing Prospectuses, are not required to be delivered to offerees or purchasers unless they are required to be so delivered under the securities laws of theUnited States. Such documents, in addition to being filed with applicable securities regulatory authorities as required by this Policy Statement, shall be providedby the issuer without charge to any person upon request.

Methodology: Amended to make conforming changes and to clarify the requirement to provide documents to any person or company upon request.8.5Provision of Documents Incorporated by Reference - Documents incorporated by reference or deemed to be incorporated by reference shall be provided by theissuer to any person or company upon request without charge.

PART 9 REGISTRATION REQUIREMENTS

9.1 Rights offerings - The dealer registration requirement does not apply to a trade made by a U.S. issuer in accordance with this Instrument of a right topurchase additional securities of its own issue issued by a U.S. issuer to its existing securityholders and of the securities issued upon the exercise of the right.

Source: BR; NP45, s.3.4(4) as indicated below.

(4) Dealer Registration Requirements

Registration as a dealer is not required by an issuer in respect of a rights offering made under section 3.4. A standby underwriter or dealer manager for a rightsoffering made under section 3.4 is not required to register as a dealer if it does not engage in soliciting activity in Canada or resell in Canada any securitiesacquired under the standby underwriting arrangement.

Methodology: The second sentence of s.3.4(4) has been deleted as it does not grant an exemption but rather is an explanatory statement. It is included insection 3.3 of Companion Policy 71-101CP.

PART 10 CONFLICTS OF INTEREST

10.1 Distributions of a Registrant or Connected Issuer

(1) Paragraph 2.1(a) of National Instrument 33-105 Underwriting Conflicts does not apply to a distribution under this Instrument.

Source: NP45, s. 3.12(1)(a)

General

Any provisions of applicable Canadian securities legislation which regulate conflicts of interest in connection with the distribution of securities of a registereddealer or a related party or related issuer or connected party or connection issuer of a registered dealer (the "Conflicts Rules") apply to offerings under the MJDSas follows:

(a) the Conflicts Rules shall not apply so as to require any specified disclosure in the preliminary prospectus or prospectus; and

Methodology: It is anticipated that National Instrument 33-105 Underwriting Conflict, which has not yet been published for comment, will replace theprovisions of Canadian securities legislation that regulate conflicts of interest in connection with the distribution of securities of a registered dealer or a relatedissuer or connected issuer of a registered dealer. Proposed National Instrument 33-105 will be derived from the Supplementary Report of the Committee onUnderwriting Conflicts of Interest to the CSA Chairs which was published in January 1996.

(2) Paragraph 2.1(b) of National Instrument 33-105 Underwriting Conflicts does not apply to a distribution under this Instrument if

(a) in the case of

(i) a distribution made in both Canada and the United States of America, the aggregate of the portions of the distribution in Canada and the United States ofAmerica underwritten by independent underwriters and their affiliated parties is not less than the aggregate of the portions of the distribution in Canada and theUnited States of America underwritten by underwriters that are not independent underwriters or

(ii) a distribution made in Canada and not in the United States of America, the aggregate of the portions of the distribution in Canada underwritten byindependent underwriters and their affiliated parties is not less than the aggregate of the portions of the distribution underwritten by underwriters that are notindependent underwriters; and

(b) one of the independent underwriters underwrites a portion of the distribution that is not less than the largest portion of the distribution underwritten by anunderwriter that is not an independent underwriter.

Source: NP45, s. 3.12(1)(b)

(b) the Conflicts Rules shall apply so as to require the participation of an independent underwriter to the extent provided in Sections 3.12(2) and (3).

Source: NP45, s. 3.12(2)(a) and (b)

(a) Canada-U.S. Offerings

In an offering made under the MJDS in both Canada and the United States, any requirement in the Conflicts Rules for the underwriting of a portion of adistribution by an independent underwriter shall be satisfied if the aggregate of the portions of the distribution in Canada and the United States underwritten by atleast one independent underwriter and its affiliates is not less than the aggregate of the portions of the distribution in Canada and the United States underwrittenby dealers in respect of which the issuer is a related issuer, related party, connected issuer or connected party or, where a dealer is not a registrant, would be aconnected party or connected issuer if the dealer were a registrant.

(b) Canada-Only Offerings

In an offering made under the MJDS solely in Canada, any requirement in the Conflicts Rules for the underwriting of a portion of a distribution by anindependent underwriter shall be satisfied if the aggregate of the portions of the distribution underwritten by at least one independent underwriter and its affiliatesis not less than the aggregate of the portions of the distribution underwritten by underwriter in respect of which the issuer is a related issuer, related party,connected issuer or connected party.

Methodology: Read literally, the provisos now contained in the blanket ruling do not appear to impose a co-underwriting requirement if a distribution is made inCanada and any other country other than the United States. The proviso in subparagraph (2)(a)(ii) has been clarified to apply to Canadian distributions if there isnot a concurrent U.S. offering, even in circumstances in which the distribution is made in other countries.

The reference in paragraph 3.12(2)(a) of NP 45 to a dealer underwriting a portion of the distribution has been deleted as if a dealer is underwriting a distributionin a local jurisdiction and the dealer must be registered as an underwriter.

(3) For the purposes of paragraph (2), calculations made for a delayed rule 415 offering shall be based on the aggregate amount of securities to be distributedunder the rule 415 prospectus supplement and, for a continuous rule 415 offering, shall be based on the aggregate amount of securities proposed to bedistributed on a continuous basis.

Source: NP45, s.3.12(3)

(3) Rule 415 Offerings

The Conflicts Rules must be satisfied for a delayed Rule 415 Offering for each tranche. The Conflicts Rules may be satisfied for a continuous Rule 415 Offeringon the basis of the total amount of securities proposed to be distributed on a continuous basis.

Methodology: This provision clarifies the specific basis upon which the calculations made in relation to the co-underwriting requirements of paragraph10.1(2)(a) of the Instrument are intended to be made in connection with continuous and delayed shelf offerings.

PART 11 GENERAL

11.1 Representations as to Listing - The prohibitions in securities legislation regarding representations as to the listing, posting for trading or quotation ofsecurities or to an application having been made or to be made for the listing, posting for trading or quotation of securities do not apply to distributions madeunder this Instrument.

Source: NP45, s.3.8(1), 6th para

Representations that securities offered under the MJDS will be listed on a stock exchange or that application has been or will be made to list such securities upona stock exchange may be made in connection with offerings made under the MJDS.

Methodology: The exemption in NP45 from prohibitions on listing representations has been preserved.

11.2 Solicitations of Expressions of Interest - The prospectus requirement does not apply to solicitations of expressions of interest for the purchase of securitiesdistributed under this Instrument made before the filing of a preliminary MJDS prospectus if

(a) the issuer and the underwriter have entered into an enforceable agreement under which the underwriter has agreed to purchase the securities;

(b) the agreement referred to in paragraph (a) has fixed the terms of the distribution and requires that the issuer file a preliminary MJDS prospectus for thesecurities and obtain a receipt for the preliminary MJDS prospectus in the principal jurisdiction dated not more than two business days, and in the otherjurisdictions not more than three business days, in each case, after the date that the agreement is entered into;

(c) immediately upon entering into the agreement referred to in paragraph (a), the issuer issues and files a press release announcing the agreement;

(d) upon issuance of the receipt for the preliminary MJDS prospectus, a preliminary MJDS prospectus is sent to the person or company who has expressed aninterest in acquiring the securities; and

(e) no agreement of purchase and sale for the securities is entered into until the MJDS prospectus has been filed and a receipt obtained.

Source: NP45, s.3.8(1), following subparagraphs and Ontario blanket ruling dated June 9, 1993 and B.C. ruling relating to "bought deal underwritings".

1. the issuer of the securities has entered into an enforceable agreement with an underwriter whereby the underwriter has agreed to purchase the securities andwhich agreement has fixed the terms of the issue and requires the issuer to file with the securities regulatory authority of the jurisdiction selected as the principaljurisdiction, and obtain a receipt from it for, the preliminary prospectus within two business days from the date that the agreement is entered into by the partiesthereto and to file with the securities regulatory authorities of all other jurisdictions in Canada in which the distribution is to be made, and obtain a receipt fromthem for, the preliminary prospectus within three business days from the date that the agreement is entered into by the parties thereto;

2. once a receipt for the preliminary prospectus has been obtained, a copy of the preliminary prospectus is forthwith forwarded to any person who has expressedan interest in acquiring the securities;

3. no contract of purchase and sale with respect to the securities shall be entered into until such time as the prospectus with respect to such securities has beenfiled and a receipt obtained for it from the Director; and

4. the Director has not advised the underwriter or the issuer in writing that it is not entitled to rely on the exemption set forth in this paragraph;

Methodology: We conformed the language in section 11.2 to generally reflect the provisions applicable to bought deal underwritings in several jurisdictions. Inaddition, we made other conforming changes to reflect the terminology used in the Instrument (for example, the word "distribution" has replaced references to"offering") and certain additional drafting changes.

11.3 Other Prospectus Requirements

(1) Subject to subsection (2), National Instrument 41-101 Prospectus Disclosure Requirements, National Instrument 43-101 Guide for Engineers, Geologists andProspectors Submitting Reports on Mining Properties, National Instrument 43-102 Guide for Engineers and Geologists Submitting Oil and Gas Reports,National Instrument 45-101 Rights Offerings and National Instrument 46-101 Special Warrants do not apply to distribution of securities under this Instrument.

(2) Section 4.1 of National Instrument 41-101 applies to a distribution of securities under this Instrument.

Source: New

Methodology: It is anticipated that proposed National Instrument 41-101 Prospectus Disclosure Requirements will replace the provisions of Canadian securitieslegislation regulating certain aspects of prospectus disclosure for issuers not eligible to use the prompt offering qualification system.

It is anticipated that proposed National Instrument 43-101 Guide for Engineers, Geologists and Prospectors Submitting Reports on Mining Properties andproposed National Instrument 43-102 Guide for Engineers and Geologists Submitting Oil and Gas Reports, which have not yet been published for comment, willreplace National Policy Statement 2-A Guide for Engineers, Geologists and Prospectors Submitting Reports on Mining Properties to Canadian ProvincialSecurities Administrators and National Policy Statement 2-B Guide for Engineers and Geologists Submitting Oil and Gas Reports to Canadian ProvincialSecurities Administrators, respectively. It is anticipated that National Instrument 43-102 will also replace National Policy Statement No. 22 Use of Informationand Opinion Re Mining and Oil Properties by Registrants and Others.

It is anticipated that National Instrument 45-101 Rights Offerings, which has not yet been published for comment, will replace Uniform Act Policy 2-05, OntarioPolicy Statement 6.2, B.C. Local Policy Statement 3-05 and Alberta Local Policy Statement 5.22.

It is anticipated that proposed National Instrument 46-101, which has not yet been published for comment, will replace the provisions of Canadian securitieslegislation regulating the offering of special warrants.

PART 12 BIDS FOR SECURITIES OF U.S. ISSUERS

Source: Part 4 of NP45

12.1 General Eligibility Criteria

(1) A bid may be made under this Instrument if

(a) the offeree issuer is a U.S. issuer;

(b) the offeree issuer is not registered or required to be registered as an investment company under the 1940 Act;

(c) the offeree issuer is not a commodity pool issuer;

(d) the bid is subject to section 14(d) of the 1934 Act in the case of a take-over bid, or section 13(e) of the 1934 Act in the case of an issuer bid, and is notexempt from the 1934 Act;

(e) the bid is made to all holders of the class of securities in Canada and the United States of America;

(f) the bid is made to residents of Canada on the same terms and conditions as it is made to residents of the United States of America; and

(g) less than 40 percent of each class of securities that is the subject of the bid is held by persons or companies whose last address as shown on the books of theissuer is in Canada.

Source: NP45, s.4.2

4.2 Eligibility Requirements for a Bid - The MJDS may be used for a bid made to securityholders in Canada if:

(1) the offeree issuer is a U.S. Issuer;

(2) the offeree issuer is not registered or required to be registered as an investment company under the 1940 Act;

(3) the offeree issuer is not a commodity pool issuer;

(4) the bid is subject to section 14(d) of the 1934 Act in the case of a take-over bid or section 13(e) of the 1934 Act in the case of an issuer bid and is not exempttherefrom;

(5) the bid is made to all holders of the class of securities in Canada and the United States;

(6) the bid is made to residents of Canada on the same terms and conditions as it is made to residents of the United States; and

(7) less than 40% of each class of securities that is the subject of the bid is held by persons or companies whose last address as shown on the books of the issueris in Canada.

Methodology: Conforming changes only.

(2) Subject to subsection (3), the calculation under paragraph (1)(g) shall be made as of the end of the offeree issuer's last quarter before the date of filing thetender offer statement or issuer tender offer statement with the SEC or, if the quarter terminated within 60 days of the filing date, as of the end of the offereeissuer's preceding quarter.

(3) If another bid for securities of the same class of the offeree issuer is in progress at the date of the filing, the calculation for the subsequent bid shall be made asof the same date as for the first bid already in progress.

The calculation of the percentage of securities held by persons and companies having an address in Canada in this Section 4 shall be made as of the end of theofferee issuer's last quarter preceding the date of filing the Tender Offer Statement or Issuer Tender Offer Statement with the SEC or, if such quarter terminatedwithin 60 days of such filing date, as of the end of the offeree issuer's preceding quarter. If another bid for securities of the same class of the offeree issuer is inprogress at the date of such filing, the foregoing calculation for the subsequent bid shall be made as of the same date as for the first bid already in progress.

(4) If a take-over bid is made without the prior knowledge of the directors of the offeree issuer who are not insiders of the offeror or acting jointly or in concertwith the offeror, or upon informing the directors of the proposed bid the offeror has a reasonable basis for concluding that the bid is being regarded as a hostilebid by a majority of the directors, and in either case the offeror lacks access to the relevant list of securityholders of the offeree issuer, it will be conclusivelypresumed that paragraph (1)(g) is satisfied and paragraph (a) in the definition of foreign issuer is not satisfied, unless

(a) the aggregate published trading volume of the class on The Toronto Stock Exchange, The Montreal Exchange, the Vancouver Stock Exchange, the AlbertaStock Exchange and the Canadian Dealing Network Inc. exceeded the aggregate published trading volume of the class on national securities exchanges in theUnited States of America and Nasdaq for the 12 calendar month period before commencement of the bid or, if another bid for securities of the same class is inprogress, the 12 calendar month period before commencement of the first bid already in progress;

(b) disclosure that paragraph (1)(g) was not satisfied or paragraph (a) of the definition of foreign issuer was satisfied had been made by the issuer in its Form10-K most recently filed with the SEC under the 1934 Act; or

(c) the offeror has actual knowledge that paragraph (1)(g) is not satisfied or paragraph (a) of the definition of foreign issuer is satisfied.

Where (i) a take-over bid is made without the prior knowledge of the directors of the offeree issuer who are not insiders of the offeror or acting jointly or inconcert with the offeror, or (ii) upon informing such directors of the proposed bid the offeror has a reasonable basis for concluding that the bid is being regardedas a hostile bid by a majority of such directors, and in either such case the offeror lacks access to the relevant list of securityholders of the offeree issuer, it will beconclusively presumed that (7) above is satisfied and clause (a) in the definition of "foreign issuer" is not satisfied, unless (i) the aggregate published tradingvolume of the class on the Toronto, Montreal, Vancouver and Alberta stock exchanges and the Canadian Dealing Network Inc. exceeded the aggregatepublished trading volume of the class on national securities exchanges in the United States and NASDAQ for the 12 calendar month period prior tocommencement of the bid (or, if another bid for securities of the same class is in progress, the 12 calendar month period prior to commencement of the first bidalready in progress); (ii) disclosure that (7) above was not satisfied or such clause (a) was satisfied had been made by the issuer in its Form 10-K prescribedunder the 1934 Act most recently filed with the SEC; or (iii) the offeror has actual knowledge that (7) above is not satisfied or such clause (a) is satisfied.

12.2 MJDS Take-Over Bid Circular and MJDS Issuer Bid Circular

(1) An offeror that makes a take-over bid or issuer bid under this Part shall file a MJDS take-over bid circular or MJDS issuer bid circular, respectively.

(2) A MJDS take-over bid circular, MJDS issuer bid circular, MJDS directors' circular, MJDS director's or officer's circular, a change to any of these documentsor a variation to a MJDS take-over bid circular or a MJDS issuer bid circular, is a take-over bid circular, issuer bid circular, directors' circular, individualdirector's or officer's circular, a notice of change and a notice of variation, respectively, for purposes of securities legislation.

Source: New

Methodology: Subsection 12.2(2) clarifies that the documents referenced in the subsection are filed under securities legislation and consequently the liabilityprovisions of securities legislation are applicable to the documents as filed.

12.3 Securities Exchange Bids

(1) A securities exchange bid may be made under this Instrument if

(a) the offeree issuer and the bid satisfy the eligibility criteria set forth in section 12.1;

(b) the offeror or, if the securities being offered are of another issuer, the other issuer, meets the eligibility criteria set forth in subparagraphs 3.1(a)(i), (ii), (iv)and (v) and has filed with the SEC all 1934 Act filings for a period of 36 calendar months immediately before the filing of the registration statement with theSEC;

(c) the offeror or, if the securities being offered are of another issuer, the other issuer, has had a class of its securities listed on the New York Stock Exchange orthe American Stock Exchange or quoted on the NNM for a period of at least 12 calendar months immediately preceding the filing of the registration statementwith the SEC and is in compliance with the obligations arising from the listing or quotation; and

(d) one of the following is satisfied:

(i) the equity shares of the offeror or, if the securities being offered are of another issuer, the other issuer, have a public float of not less than U.S. $75,000,000,determined as of a date within 60 days before the filing of the registration statement with the SEC;

(ii) the securities being offered are non-convertible debt having an investment grade rating or non-convertible preferred shares having an investment grade rating;or

(iii) the bid is an issuer bid made under this Instrument with securities of the issuer being offered as consideration.

(2) The dealer registration requirement does not apply to the trade of securities of an offeror or another issuer in a securities exchange issuer bid if the eligibilitycriteria in subsection (1) are met.

Source: NP45, s.4.4

4.4 Securities Exchange Bids - In the case of a securities exchange bid, the provisions of applicable Canadian securities legislation applicable as a result of theconsideration for the securities of the offeree issuer being at least in part securities of the offeror or other issuer shall be satisfied by compliance with U.S.requirements only if:

(1) the offeree issuer and the bid satisfy the eligibility requirements set forth in Section 4.2;

(2) the offeror or, if the securities are of another issuer, such other issuer, meets the eligibility requirements set forth in Sections 3.2(1), 3.2(2), 3.2(4), 3.2(5) and3.4(2)(b), except that the reference in Section 3.4(2)(b) to the filing of a preliminary prospectus with the principal jurisdiction shall be replaced by the filing of theregistration statement with the SEC;

(3) the offeror or, if the securities being offered are of another issuer, such other issuer, has had a class of its securities listed on the New York Stock Exchangeor the American Stock Exchange or quoted on NNM for a period of at least 12 calendar months immediately preceding the filing of the registration statementwith the SEC and is in compliance with the obligations arising from such listing or quotation; and

(4) any of the following are satisfied:

(a) the equity shares of such offeror or if the securities being offered are of another issuer, such other issuer, have a public float of not less than U.S.$75,000,000, determined as of a date within 60 days prior to the filing of the registration statement with the SEC;

(b) the securities being offered are non-convertible debt having an Approved Rating or non-convertible preferred shares having an Approved Rating; or

(c) the bid is an issuer bid made under the MJDS with securities of the issuer being offered as consideration.

Methodology: Conforming changes only.

(3) The prospectus requirement does not apply to the distribution of securities of an offeror or another issuer in a securities exchange issuer bid if the eligibilitycriteria in subsection (1) are met and the offeror complies with the requirements of U.S. federal securities law applicable as a result of the consideration for thesecurities of the offeree issuer being at least in part securities of the offeror or other issuer.

Source: BR

12.4 Compliance with U.S. tender offer requirements

(1) If an offeror makes a bid under this Part, the offeror shall comply with the requirements of

(a) sections 14(d) and 14(e) of the 1934 Act and Regulations 14D and 14E under the 1934 Act for a take-over bid made under this Instrument; and

(b) sections 13(e) and 14(e) of the 1934 Act and Regulations 13E and 14E under the 1934 Act for an issuer bid made under this Instrument.

Source: NP45, s.4.3, 7th para, first 2 sentences

The offeror shall comply with sections 14(d) and 14(e) of the 1934 Act and Regulations 14D and 14E thereunder in connection with any take-over bid madeunder the MJDS. The offeror shall comply with sections 13(e) and 14(e) of the 1934 Act and Regulations 13E and 14E thereunder in connection with any issuerbid made under the MJDS.

Methodology: Directors' requirements moved to subsection (2).

(2) If the directors or an individual director or officer of an offeree issuer elects to comply with this Part instead of securities legislation otherwise applicable inpreparation of a directors' circular or individual director's or officer's circular for a take-over bid made under this Part, each person so electing shall comply withsections 14(d) and 14(e) of the 1934 Act and Regulations 14D and 14E under the 1934 Act.

Source: NP45, s.4.3, 7th para, last sentence

The offeree issuer and its officers and directors shall comply either with the requirements of applicable Canadian securities legislation or with sections 14(d) and14(e) of the 1934 Act and Regulations 14D and 14E thereunder in connection with any bid made under the MJDS.

Methodology: Amended to deal only with requirements if directors elect to take advantage of this Instrument. If directors are complying with Canadianrequirements, they are not subject to this Instrument.

12.5 Form and Content of Bid Documents

(1) A MJDS take-over bid circular or a MJDS issuer bid circular shall contain the additional information, legends and certificates required by this section.

Source: NP45, s.4.5(1), 1st para and s.4.3, last 2 sentences of 1st paragraph

In order to use the MJDS to make a bid in Canada or to any securityholder whose last address as shown on the books of the offeree issuer is in Canada, anofferor shall prepare a Tender Offer Statement or Issuer Tender Offer Statement, any exhibits and amendments thereto and any information required to bedisseminated to securityholders in accordance with U.S. requirements as interpreted and applied by the SEC. The bid circular shall consist of the tender offermaterials disseminated to securityholders resident on the date of commencement of the bid in the United States as modified pursuant to this Policy Statement.

Such documents shall contain the information required to be disseminated to securityholders in accordance with U.S. requirements and the additionalinformation, legends and certificates required by this Policy Statement. They shall contain no untrue statement of material fact or omit to state a material fact thatis required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made, but need not contain anydisclosure relevant solely to U.S. securityholders.

Methodology: Groups together related general content requirements. Definitions of MJDS take-over bid circular and MJDS issuer bid circular clarify that thebid circular must consist not only of documents actually sent but those required to be sent, so breach of U.S. dissemination requirements would also breach thisInstrument. Note that excluded information (last part of last sentence of 1st para of s.4.3 in NP45) is now dealt with in subsection 12.5(7). Note also that therequirement to prepare the tender offer documents in accordance with U.S. federal securities law is now subsumed in the definitions of MJDS take-over bidcircular and MJDS issuer bid circular.

In addition to meeting the tender offer statement disclosure requirements, the MJDS take-over bid circular must meet the materiality standards of securitieslegislation of the jurisdiction. A paragraph has been added to subsection 3.4(1) of Companion Policy 71-101CP to that effect.

(2) The U.S. prospectus forming part of the registration statement filed with the SEC for a securities exchange bid shall be included in, or incorporated byreference into, the MJDS take-over bid circular or MJDS issuer bid circular.

Source: NP45, s.4.5(5), last sentence

The prospectus forming part of the registration statement shall be included in or incorporated by reference into the bid circular.

Methodology: This is the "content" element of section 4.5(5) of NP45.

(3) If an offeror makes a take-over bid under this Part and the directors or an individual director or officer elects to comply with this Part, instead of thesecurities legislation otherwise applicable, the directors shall prepare a MJDS directors' circular and an individual director or officer may prepare a MJDSdirector's or officer's circular, in each case, that contains the additional information, legends and certificates required by this section.

Source: NP45, s.4.5(2), 3rd and 4th sentences

Otherwise, a Tender Offer Solicitation/Recommendation Statement, if applicable, and any exhibits and amendments thereto shall be prepared in accordance withU.S. requirements as interpreted and applied by the SEC. The directors' circular or an individual officer's or director's circular and any notice of change shallconsist of the materials disseminated by the offeree issuer or its board of directors, an individual officer or officers, and an individual director or directors,respectively, to securityholders resident in the United States and containing the certificates prescribed by Section 4.8.

Methodology: As in 12.4. Lead-in language added to clarify that compliance with Instrument 71-101 is optional for directors/officers. Directors and officers cancomply with MJDS or Canadian domestic requirements in relation to the preparation of circulars, provided a bid is being made under the MJDS.

Directors' and individual director's or officer's circulars must meet statutory no misrepresentation standard as outlined in subsection 3.4(1) of Companion Policy71-101CP.

(4) The following statements shall be printed on the outside front cover page, or on a sticker on that page, of a MJDS take-over bid circular or MJDS issuer bidcircular

(a) "This bid is made in Canada [for applicable securities exchange bids--- "by a U.S. issuer"] for securities of a U.S. issuer in accordance with U.S. federalsecurities laws. Securityholders should be aware that the U.S. requirements applicable to the bid may differ from those of [insert the names of the provinces andterritories where bid is made]. [For securities exchange bids, also insert the following---"The financial statements included or incorporated by reference in this bidcircular have not been prepared in accordance with Canadian generally accepted accounting principles and thus may not be comparable to financial statements ofCanadian issuers."]

Source: NP45, s.4.6(1)

(1) The following shall be printed on the outside front cover page (or on a sticker thereto) of each bid circular used in Canada under the MJDS:

(a) "This bid is made in Canada [for applicable securities exchange bids--- "by a U.S. Issuer"] for securities of a U.S. Issuer in accordance with U.S. securitieslaws. Securityholders should be aware that the U.S. requirements applicable to the bid may differ from those of [insert the names of the provinces and territorieswhere bid is made]. [For securities exchange bids, also insert the following---"The financial statements included or incorporated by reference herein have notbeen prepared in accordance with Canadian generally accepted accounting principles and thus may not be comparable to financial statements of Canadianissuers."]

Methodology: Deleted first sentence of lead-in language in section 4.6 of NP45 as unnecessary. Otherwise generally only conforming changes.

(b) "[All of] [Certain of] the directors and officers of the offeror and [all of] [certain of] the experts named in this bid circular reside outside of Canada.[[Substantially] all of the assets of these persons and of the offeror may be located outside of Canada.] The offeror has appointed [name and address of agent forservice] as its agent for service of process in Canada, but it may not be possible for securityholders to effect service of process within Canada upon the directors,officers and experts referred to above. It may also not be possible to enforce against the offeror, its directors and officers and [certain of] the experts named inthis bid circular judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada."

(b) "[All of] [Certain of] the directors and officers of the offeror and [all of] [certain of] the experts named herein reside outside of Canada. [[Substantially] all ofthe assets of these persons and of the offeror may be located outside of Canada.] The offeror has appointed [name and address of agent for service] as its agentfor service of process in Canada, but it may not be possible for securityholders to effect service of process within Canada upon the directors, officers and expertsreferred to above. It may also not be possible to enforce against the offeror, its directors and officers and [certain of] the experts named herein judgmentsobtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada."

(5) The legend contained in subparagraph 4(b) is not required if the offeror is incorporated or organized under the laws of Canada or a jurisdiction.

Source: NP45, s.4.6, lead-in para, last sentence

The legend contained in paragraph (1)(b) shall not be required if the offeror is incorporated or organized under the laws of Canada or a province or territory ofCanada.

(6) An offeror shall include the following statement in a MJDS take-over bid circular or MJDS issuer bid circular

"Securities legislation in certain of the provinces [and territories] of Canada provides securityholders of the offeree issuer with, in addition to any other rightsthey may have at law, remedies for rescission [or [, in some jurisdictions,] damages if a circular or notice that is required to be delivered to such securityholderscontains a misrepresentation or is not delivered to the securityholder, provided that such remedies for rescission [or damages] are exercised by the securityholderwithin the time limit prescribed by the securities legislation of the securityholder's province or territory. The securityholder should refer to the applicableprovisions of the securities legislation of the securityholder's province [or territory] for particulars of these rights or consult with a lawyer. Rights and remediesalso may be available to securityholders under U.S. law; securityholders may wish to consult with a U.S. legal adviser for particulars of these rights."

Source: NP45, s.4.6(3)

(3) The following shall be included in bid circulars used in Canada under the MJDS:

"Securities legislation in certain of the provinces [and territories] of Canada provides securityholders of the offeree issuer with, in addition to any other rightsthey may have at law, rights of rescission or to damages, or both, if there is a misrepresentation in a circular or notice that is required to be delivered to suchsecurityholders. However, such rights must be exercised within the prescribed time limits. Securityholders should refer to the applicable provisions of thesecurities legislation of their province [or territory] for particulars of those rights or consult with a lawyer. Rights and remedies also may be available tosecurityholders under U.S. law; securityholders may wish to consult with a U.S. lawyer for particulars of these rights."

Methodology: Conforming changes only.

(7) A MJDS take-over bid circular, MJDS issuer bid circular, MJDS directors' circular or MJDS director's or officer's circular need not contain disclosurerelevant only to U.S. securityholders.

Source: Derived from NP45, s.4.3, last sentence of first para.

Methodology: Set out as a separate qualifier to the general rule, to parallel the approach for prospectuses.

12.6 Incorporation by Reference

(1) Except as otherwise provided in this Instrument, documents incorporated or deemed to be incorporated by reference into a tender offer statement, issuertender offer statement or tender offer solicitation/recommendation statement under U.S. federal securities law shall be, and are deemed to be, incorporated byreference into a MJDS take-over bid circular, MJDS issuer bid circular, MJDS directors' circular or MJDS director's or officer's circular.

Source: NP45, s.4.5(6), 1st para

(6) Incorporation by Reference Procedures

Except as otherwise provided in this Policy Statement, documents shall be, and shall be deemed to be, incorporated by reference into materials filed under thisSection 4.5 in accordance with U.S. securities law. Any statement contained in a document so incorporated by reference shall be deemed to be modified orsuperseded to the extent that a statement contained in such materials or in any other subsequently filed document which is incorporated by reference into suchmaterials modifies or supersedes such statement. The making of such a modifying or superseding statement shall not be deemed an admission for any purposesthat the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of material fact or an omission to state a materialfact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement somodified or superseded shall not be deemed in its unmodified or superseded form to constitute Part of such materials.

Methodology: Groups incorporation by reference content requirements in one section. Amended to make conforming changes. The term "U.S. securities law"has been replaced by "U.S. federal securities law" for consistency.

12.7 Statements Modified or Superseded

(1) A statement in a document incorporated or deemed to be incorporated by reference into a MJDS take-over bid circular, a MJDS issuer bid circular, a MJDSdirector's circular or a MJDS director's or officer's circular shall be deemed to be modified or superseded, for the purposes of the applicable circular, to the extentthat a statement in the MJDS take-over bid circular, the MJDS issuer bid circular, the MJDS director's circular or the MJDS director's or officer's circular, or inany other subsequently filed document that also is or is deemed to be incorporated by reference into the applicable circular modifies or supersedes the statement.

(2) The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information in the documentthat it modifies or supersedes.

(3) The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, whenmade, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that isnecessary to make a statement not misleading in light of the circumstances in which it was made.

(4) A statement so modified or superseded shall not be deemed in its unmodified or superseded form to constitute part of the MJDS take-over bid, the MJDSissuer bid circular, the MJDS directors' circular or the MJDS director's or officer's circular.

(5) If documents are incorporated by reference into a MJDS take-over bid circular, a MJDS issuer bid circular, a MJDS directors' circular or a MJDS director'sor officer's circular, the section that provides information about incorporation by reference shall include a statement that information has been incorporated byreference from documents filed with securities regulatory authorities in each jurisdiction in Canada in which the documents have been filed and shall state thename, address and telephone number of a person in Canada or the United States of America from whom copies of the documents may be obtained on requestwithout charge.

Source: NP45, s.4.6(2)

(2) If documents are incorporated by reference into the bid circular, include in the section which provides information about incorporation by reference astatement that information has been incorporated by reference from documents filed with securities commissions or similar authorities in each jurisdiction inCanada in which the documents have been filed and provide the name, address and telephone number of a person in Canada or the United States from whomcopies of the documents so incorporated by reference may be obtained on request without charge.

Methodology: The lead-in has been modified to make it consistent with the approach taken elsewhere in the Instrument.

12.8 Reconciliation of Financial Statements - A MJDS take-over bid circular or a MJDS issuer bid circular for a securities exchange bid that satisfies theeligibility criteria of subsection 12.3(1) is not subject to the requirement of securities legislation to reconcile to Canadian GAAP the financial statements includedin, or incorporated by reference into, the bid circular.

12.9 Certificates

(1) A MJDS take-over bid circular shall contain a certificate in the following form signed by the chief executive officer and the chief financial officer of theofferor and, on behalf of the board of directors, by any two directors of the offeror other than the foregoing, and each person or company that is a promoter ofthe offeror or a guarantor of the securities being offered in a securities exchange bid:

"The foregoing [, together with documents incorporated by reference,] contains no untrue statement of a material fact and does not omit to state a material factthat is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made."

(2) A MJDS issuer bid circular shall contain a certificate in the form set out in subsection (1) signed by the chief executive officer and the chief financial officer ofthe issuer and, on behalf of the board of directors, by any two directors of the issuer other than the foregoing, and each person or company that is a promoter ofthe issuer or a guarantor of the securities being offered in a securities exchange bid.

(3) A MJDS directors' circular shall contain a certificate in the form set out in subsection (1) signed on behalf of the board of directors by any two directors ofthe issuer.

(4) A MJDS director's or officer's circular shall contain a certificate in the form set out in subsection (1) signed by each director or officer sending the circular.

(5) The certificate for notices of variation and notices of change shall be in the form set out in subsection (1), amended to refer to the initial MJDS take-over bidcircular or MJDS issuer bid circular and all notices of variation or change to the MJDS take-over bid circular or MJDS issuer bid circular.

(6) Any or all of the persons required to sign a certificate under subsections (1), (2), (3), (4) or (5) may sign by an agent duly authorized in writing.

Source: NP45, s.4.8

4.8 Certificates - The text of the certificate for bid circulars and directors' and individual officer's and director's circulars used under the MJDS is as follows:

"The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to makea statement not misleading in the light of the circumstances in which it was made."

The text of the certificate for notices of variation and notices of change shall be in the form required in the preceding paragraph, amended to refer to the initialcircular and all notices of variation or change thereto.

The certificate shall be signed in accordance with applicable Canadian securities legislation. However, the chief executive officer, the chief financial officer, andtwo directors, on behalf of the board of directors, of the offeror or the offeree issuer, may each sign the certificate by an agent duly authorized in writing.

Methodology: Lead-in revised to make mandatory. Otherwise, only conforming changes, other than to add that promoter and guarantor may sign by an agentduly authorized in writing.

12.10 Bid Circular Filing Procedures

(1) If an offeror makes a bid under this Instrument, the offeror shall file

(a) the tender offer statement or issuer tender offer statement and all exhibits and amendments to the tender offer statement or issuer tender offer statement,

(b) the MJDS take-over bid circular or MJDS issuer bid circular,

(c) a certificate of the offeror, signed on its behalf by a senior officer, confirming that the eligibility criteria set forth in subsection 12.1(1) and, if applicable,section 12.3 are satisfied and that the circular has been prepared in accordance with U.S. federal securities law,

(d) the written consent of an attorney, auditor, accountant, engineer, appraiser or any other person or company who is named as having prepared or certified anyexpertised statement in any document filed under this section or section 12.14,

(e) a submission to jurisdiction and appointment of agent for service of process duly executed by the offeror in section 2 of the required form, and

(f) if a person or company signs a certificate by an agent under subsection 12.9(6), a duly executed copy of the document authorizing the agent to sign thecertificate.

(2) Despite subsection (1), the filing requirement in paragraph (1)(d) shall not apply to the consent of a rating organization that issues a rating or provisionalrating that is used in or in connection with a MJDS take-over bid circular or MJDS issuer bid circular.

Source: NP45, s.4.5(1), 2nd para

As nearly as practicable contemporaneously with the filing with the SEC, the offeror shall file one unsigned copy of the Tender Offer Statement or Issuer TenderOffer Statement and all exhibits and amendments thereto, and one signed and two unsigned copies of the bid circular, together with the following supportingdocumentation, with each applicable securities regulatory authority:

(a) a certificate of the offeror, signed on its behalf by a senior officer, confirming that the eligibility criteria set forth in Section 4.2 and, if applicable, Section 4.4are satisfied;

(b) the written consent of a solicitor, auditor, accountant, engineer, appraiser or any other person or company who is named as having prepared or certified anypart of such materials or any document filed pursuant to Section 4.5(5) or incorporated by reference therein, or who is named as having prepared or certified areport used in or in connection with such materials or document;

(c) a duly executed submission to jurisdiction and Appointment of Agent for Service of Process in the form set forth in Part B of Appendix "B"; and

(d) if a person or company signs a certificate by an agent pursuant to Section 4.8, a duly executed copy of the document authorizing the agent to sign thecertificate.

An offeror filing a bid circular under the MJDS must so notify the offeree issuer at its principal office not later than the business day following the day the bidcircular is filed with any applicable securities regulatory authority.

Methodology: New definition "expertised statement" used in section 12.10(1) item 4.

Methodology: Solicitor replaced with attorney.

12.11 Notification to Offeree Issuer - An offeror filing a MJDS take-over bid circular shall so notify the offeree issuer at its principal office not later than thebusiness day following the day the MJDS take-over bid circular is filed.

Source: NP45, s.4.5(1), 1st para

In order to use the MJDS to make a bid in Canada or to any securityholder whose last address as shown on the books of the offeree issuer is in Canada, anofferor shall prepare a Tender Offer Statement or Issuer Tender Offer Statement, any exhibits and amendments thereto and any information required to bedisseminated to securityholders in accordance with U.S. requirements as interpreted and applied by the SEC. The bid circular shall consist of the tender offermaterials disseminated to securityholders resident on the date of commencement of the bid in the United States as modified pursuant to this Policy Statement.French language versions of these documents are not required to be filed for bids made under the MJDS, unless (i) the offeree issuer is a reporting issuer ofQuebec, or (ii) 20% or more of any class of securities that is the subject of the bid is held by persons or companies whose last address as shown on the books ofthe issuer is in Canada.

Methodology: Outline of requirements in Quebec for French language version of bid documentation included in subsection 3.4(5) in Companion Policy71-101CP.

12.12 French Language Documentation Not Required - A MJDS take-over bid circular or MJDS issuer bid circular in the French language is not required to befiled in Quebec for a bid unless

(a) the issuer is a reporting issuer in Quebec; or

(b) 20 percent or more of the class of securities that is the subject of the bid is held by persons or companies whose last address as shown on the books of theissuer is in Canada.

Source: NP45, s.4.5(1), 1st para (see above)

Methodology: Preserves exceptions from NP45, section 4.5(1).

12.13 MJDS Directors' Circulars and MJDS Director's or Officer's Circulars - If an offeror makes a take-over bid under this Part, and the directors or anindividual director or officer of the offeree issuer elects to comply with this Instrument in preparation of a directors' circular or individual director's or officer'scircular instead of securities legislation otherwise applicable, the directors or an individual director or officer who so elects shall file

(a) the tender offer solicitation/recommendation statement and all exhibits or amendments to that statement,

(b) the MJDS directors' circular or MJDS director's or officer's circular,

(c) a statement by the directors or an individual director or officer that the circular has been prepared in accordance with U.S. federal securities law,

(d) the written consent of an attorney, auditor, accountant, engineer, appraiser or any other person or company who is named as having prepared or certified anexpertised statement contained in the MJDS directors' circular or MJDS director's or officer's circular, and

(e) if a person signs a certificate by an agent under subsection 12.9(3), a duly executed copy of the document authorizing the agent to sign the certificate.

Source: NP45, s.4.5(2), 1st para, 5th sentence

As nearly as practicable contemporaneously with the filing with the SEC, one unsigned copy of the Tender Offer Solicitation/Recommendation Statement and allexhibits and amendments thereto and one signed and two unsigned copies of the directors' circular or an individual officer's or directors' circular or an individualofficer's or director's circular, together with the following supporting documentation, shall be filed with each applicable securities regulatory authority:

(a) a statement that the circular has been prepared in accordance with U.S. requirements;

(b) the written consent of a solicitor, auditor, accountant, engineer, appraiser or any other person or company who is named as having prepared or certified anyPart of such materials or any document incorporated by reference therein, or who is named as having prepared or certified a report used in connection with suchmaterials; and

(c) if a person or company signs a certificate by an agent pursuant to Section 4.8, a duly executed copy of the document authorizing the agent to sign thecertificate.

Methodology: New lead-in, otherwise mainly conforming changes. Note replacement in paragraph (c) of "U.S. requirements" by "U.S. federal securities law".Reference to filing contemporaneously with SEC deleted.

12.14 Securities Exchange Bids - In the case of a securities exchange bid made under section 12.3 for which a registration statement is filed with the SEC, theofferor shall file contemporaneously with the filing of the bid circular the registration statement and all exhibits and amendments to the registration statement,together with all documents incorporated by reference into the registration statement.

Source: NP45, s.4.5(5), 1st sentence

In the case of securities exchange bids made under the MJDS for which a registration statement is filed with the SEC, one signed copy of the registrationstatement and all exhibits and amendments thereto (together with all documents incorporated therein by reference) shall be filed with each applicable securitiesregulatory authority as nearly as practicable contemporaneously with the filing with the SEC.

Methodology: Filing part of s.4.5(5) of NP45. Amended to refer to an unsigned rather than signed copy of the registration statement and to make conformingchanges.

Source: NP45, s.4.9

4.9 Fees - The provisions of Canadian securities legislation regarding fees shall apply to a bid made under the MJDS in the same manner as though the bid hadnot been made under the MJDS.

Methodology: As a bid made under MJDS is a bid in accordance with local law, the fee regulations apply directly to a MJDS bid. Consequently, section 4.9 ofNP45 is more appropriately contained in subsection 3.2(18) of the Companion Policy.

12.15 Notices of Variation and Notices of Change

(1) Documents filed under this Part shall be changed or varied in accordance with U.S. federal securities law as additional tender offer materials, but theadditional tender offer materials shall contain the legends and certificates required by this Part.

(2) An offeror shall file additional tender offer materials that vary the terms of the bid as a notice of variation and identify the materials as such.

(3) An offeror shall file additional tender offer materials that change the information in the tender offer materials or previous additional tender offer materials,other than information about a variation in the terms of the bid, as a notice of change and identify the materials as such.

(4) Additional tender offer materials required to be filed as a notice of variation and a notice of change shall be filed as both a notice of variation and a notice ofchange and identified as such.

(5) The directors or an individual director or officer of an offeror issuer shall file additional materials prepared by the directors or an individual director or officeras a notice of change.

Source: NP45, s.4.5(3), last sentence of 1st para and 2nd para

Instead, disclosure documents filed under the MJDS shall be changed or varied in accordance with U.S. requirements as additional tender offer materials, butshall contain the legends, where applicable, and certificates required by this Policy Statement.

Any additional tender offer materials that vary the terms of the bid shall be filed, as modified, with the applicable securities regulatory authorities as a notice ofvariation and identified as such. Any additional tender offer materials that contain a change in the information from that contained in the tender offer materials orprevious additional tender offer materials, other than information in respect of a variation in the terms of the bid, shall be filed, as modified, with the applicablesecurities regulatory authorities as a notice of change and identified as such. Any additional tender offer materials required to be identified as a notice of variationand a notice of change shall be identified as both. Any additional materials prepared by the directors or an individual officer or director shall be filed, as modified,with the applicable securities regulatory authorities as a notice of change and identified as such.

Methodology: Note replacement of "U.S. requirements" by "U.S. federal securities law". Otherwise, conforming changes.

(6) If a person or company signs a certificate by an agent under subsection 12.9(6), an offeror shall file a duly executed copy of a document authorizing an agentto sign a certificate.

(7) If a change to a MJDS take-over bid circular or MJDS issuer bid circular materially affects the consent filed under paragraph 12.10(1)(d), an offeror shall filea further consent contemporaneously with the filing of the change to the MJDS take-over bid circular or MJDS issuer bid circular.

(8) If a change to a MJDS directors' circular or MJDS director's or officer's circular is material to the consent filed under paragraph 12.13(d), the directors in thecase of a MJDS directors' circular or the director or officer sending the circular in the case of a MJDS director's or officer's circular shall file a further consentcontemporaneously with the filing of the change to a MJDS directors' circular or MJDS director's or officer's circular.

Source: NP45, s.4.5(3), 3rd para

Any notice of variation or notice of change shall be filed in the requisite numbers referred to in Section 4.5(1) as nearly as practicable contemporaneously withthe filing with the SEC. The filing package shall contain, if applicable, a duly executed copy of a document authorizing an agent to sign a certificate, and, in theevent of a material change in the relevant part of the materials or document referred to in Section 4.5(1)(b), a further consent.

Methodology: Conforming changes. It appears that the consent requirement should also apply to paragraph 12.13(d) on the same basis as paragraph12.10(1)(d).

12.16 Dissemination Requirements

(1) An offeror shall send a MJDS take-over bid circular, MJDS issuer bid circular, a notice of change and a notice of variation to each securityholder whose lastaddress as shown on the books of the offeree issuer is in the local jurisdiction.

(2) Despite subsection (1), a notice of change or a notice of variation shall be sent only to those securityholders whose securities were not taken up at the date ofthe occurrence of the change or variation.

Source: NP45, s.4.5(4), 1st para

Bid circulars, notices of change thereto and notices of variation thereto filed under the MJDS shall be mailed by prepaid first class mail or delivered by personaldelivery to securityholders whose last address as shown on the books of the offeree issuer is in a province or territory in which the bid is made under the MJDS(and, in respect of notices of change and variation, whose securities were not taken up at the date of the occurrence of the change or variation), whether thosematerials are published, sent or given to securityholders resident in the United States by the use of stockholder lists and security position listings, by long-formpublication or by summary publication. Any such documents generally sent or given to securityholders resident in the United States shall be mailed or deliveredto securityholders whose last address as shown on the books of the offeree issuer is in Canada at the same time as they are sent or given to securityholdersresident in the United States. Any such documents published by long-form publication or by summary publication in the United States shall be mailed or deliveredto securityholders whose last address as shown on the books of the offeree issuer is in Canada as soon as practicable following such publication.

Methodology: Subsections re-ordered to reduce duplication. Reference to first class mail or personal delivery changed to send. The reference from subsection4.5(4) of NP45 to the dissemination requirements applying whether or not materials delivered in the U.S. has been moved to subsection 3.4(1) of CompanionPolicy 71-101CP.

(3) An offeree issuer shall send a MJDS directors' circular, MJDS director's or officer's circular and a notice of change to the MJDS directors' circular or MJDSdirector's or officer's circular to every person or company to whom a MJDS take-over bid circular is required to be sent under subsections (1) and (2).

Source: NP45, s.4.5(4), 2nd para

Directors' circulars and individual officer's and director's circulars and notices of change thereto shall be mailed by first class mail or delivered by personaldelivery to every person or company to whom a take-over bid circular was required to be delivered under the preceding paragraph. Any such document generallysent or given to securityholders resident in the United States shall be mailed or delivered to securityholders whose last address as shown on the books of theofferee issuer in Canada at the same time as such document is sent or given to securityholders resident in the United States. Any such document published in theUnited States shall be mailed or delivered to securityholders whose last address as shown on the books of the offeree is in Canada as soon as practicablefollowing such publication.

(4) Documents referred to in subsections (1) and (3) that are sent or given to securityholders resident in the United States of America shall be sent by the offeroror offeree issuer as appropriate to each securityholder whose last address as shown on the books of the offeree issuer is in the local jurisdiction as soon aspracticable following the time they are sent or given to securityholders resident in the United States of America.

(5) Documents referred to in subsections (1) and (3) that are published by long form or summary publication in the United States of America shall be sent by theofferor or offeree issuer as appropriate to each securityholder whose last address as shown on the books of the offeree issuer is in the local jurisdiction as soon aspracticable following publication.

Source: NP45, s.4.5(4), 1st para

Bid circulars, notices of change thereto and notices of variation thereto filed under the MJDS shall be mailed by prepaid first class mail or delivered by personaldelivery to securityholders whose last address as shown on the books of the offeree issuer is in a province or territory in which the bid is made under the MJDS(and, in respect of notices of change and variation, whose securities were not taken up at the date of the occurrence of the change or variation), whether thosematerials are published, sent or given to securityholders resident in the United States by the use of stockholder lists and security position listings, by long-formpublication or by summary publication. Any such documents generally sent or given to securityholders resident in the United States shall be mailed or deliveredto securityholders whose last address as shown on the books of the offeree issuer is in Canada at the same time as they are sent or given to securityholdersresident in the United States. Any such documents published by long-form publication or by summary publication in the United States shall be mailed or deliveredto securityholders whose last address as shown on the books of the offeree issuer is in Canada as soon as practicable following such publication.

(6) Documents that are incorporated or deemed to be incorporated by reference into documents filed under this Part shall be sent to each securityholder whoselast address as shown on the books of the offeree issuer is in the local jurisdiction if those documents are required to be sent to securityholders under U.S. federalsecurities law.

(7) Documents incorporated or deemed to be incorporated by reference shall be provided without charge to any person or company upon request.

Source: NP45, s.4.5(6), last para

Documents that are incorporated by reference into materials filed under this Section 4.5 are not required to be delivered to securityholders unless they arerequired to be delivered to securityholders under U.S. securities law; such documents, in addition to being filed with the applicable securities regulatoryauthorities, shall be provided without charge to any person upon request.

Methodology: Moved to follow related provisions.

PART 13 BUSINESS COMBINATIONS

13.1 Eligibility Criteria

(1) This Part may be used for the distribution of securities of a successor issuer in connection with a business combination if

(a) each person or company participating in the business combination meets the eligibility criteria specified in subparagraphs 3.1(a)(i), (iv) and (v) and, other thanparticipating persons or companies that are specified predecessors, subparagraphs 3.1(a)(ii) and 3.1(b)(ii);

(b) the equity shares of each person or company participating in the business combination, other than a specified predecessor, have a public float of not less thanU.S. $75,000,000, determined as of a date within 60 days before the filing of the preliminary MJDS prospectus with the principal jurisdiction;

(c) each person or company participating in the business combination, other than a specified predecessor, has had a class of its securities listed on the New YorkStock Exchange or the American Stock Exchange or quoted on the NNM for a period of at least 12 calendar months immediately preceding the filing of thepreliminary MJDS prospectus in the principal jurisdiction and is in compliance with the obligations arising from the listing or quotation;

(d) the issue or exchange of securities in the business combination is made to residents of Canada on the same basis, terms and conditions as it is made toresidents of the United States of America; and

(e) less than 40 percent of the class of securities to be distributed in the business combination by the successor issuer will be distributed to persons or companieswhose last address as shown on the books of the participating person or company is in Canada.

(2) The requirement in paragraph (1)(b) may be satisfied for a participating person or company whose securities were the subject of a bid made under or eligibleto have been made under this Instrument that terminated within the preceding 12 months if the requirement would have been satisfied immediately beforecommencement of the bid.

(3) The calculation in paragraph 1(e) shall be made

(a) for each participating person or company as of the end of the participating person's or company's last quarter before the date of filing of the preliminaryMJDS prospectus in the principal jurisdiction or, if that quarter terminated within 60 days of the filing date, as of the end of the participating person's orcompany's preceding quarter; and

(b) on the basis that all persons or companies that have an option in respect of the consideration to be received under the business combination elect the optionthat would result in the issuance of the greatest number of securities.

Source: NP45, s.5.2

5.2 Eligibility Requirements - The MJDS may be used for the distribution of securities to securityholders in Canada in connection with a business combination bya successor issuer subsisting after the business combination if:

(1) each person or company participating in the business combination meets the eligibility requirements specified in Sections 3.2(1), 3.2(2), 3.2(4), 3.2(5), and3.4(2)(b), provided that the eligibility requirements specified in Sections 3.2(2) and 3.4(2)(b) shall not be required to be met in respect of participating persons orcompanies whose assets and gross revenues in aggregate would contribute less than 20% of the total assets and gross revenues from continuing operations of thesuccessor issuer, based on a pro forma combination of each participating person's and company's financial position and results of operations for its most recentlycompleted fiscal year ended prior to the business combination for which financial statements have been filed;

(2) the equity shares of each person or company participating in the business combination have a public float of not less than U.S. $75,000,000, determined as ofa date within 60 days prior to the filing of the preliminary prospectus with the principal jurisdiction, provided that this requirement shall not apply in respect ofparticipating persons or companies whose assets and gross revenues in aggregate would contribute less than 20% of the total assets and gross revenues fromcontinuing operations of the successor issuer, based on a pro forma combination of each participating person's and company's financial position and results ofoperations for its most recently completed fiscal year ended prior to the business combination for which financial statements have been filed, and provided furtherthat such requirement may be satisfied in respect of a participating person or company whose securities were the subject of a bid made under or eligible to havebeen made under the MJDS that terminated within the preceding 12 months if such requirement would have been satisfied immediately prior to commencementof the bid;

(3) each person or company participating in the business combination has had a class of its securities listed on the New York Stock Exchange or the AmericanStock Exchange or quoted on NNM for a period of at least 12 calendar months immediately preceding the filing of the preliminary prospectus with the principaljurisdiction and is in compliance with the obligations arising from such listing or quotation, provided that this requirement shall not apply in respect ofparticipating persons or companies whose assets and gross revenues in aggregate would contribute less than 20% of the total assets and gross revenues fromcontinuing operations of the successor issuer, based on a pro forma combination of each participating person's and company's financial position and results ofoperations for its most recently completed fiscal year ended prior to the business combination for which financial statements have been filed;

(4) the issue or exchange of securities in connection with the business combination is made to residents of Canada on the same terms and conditions as it is madeto residents of the United States; and

(5) less than 40% of the class of securities to be distributed in the business combination by the successor issuer would be distributed to persons or companieswhose last address as shown on the books of the participating person or company is in Canada.

The calculation of the percentage of securities held by persons or companies having an address in Canada shall be made with respect to each participating personor company as of the end of such participating person's or company's last quarter preceding the date of filing the preliminary prospectus with the principaljurisdiction or, if such quarter terminated within 60 days of such filing date, as of the end of the participating person's or company's preceding quarter. Suchcalculation shall be made on the basis of the assumption that all persons or companies who have an option in respect of the consideration to be received pursuantto the business combination elect the option that would result in the issuance of the greatest number of securities.

Methodology: Amended to use "specified predecessor". Otherwise, conforming changes only except for additional requirement regarding successor issuers.

13.2 Form and Content of Disclosure Documents and Procedures

(1) If the eligibility criteria set forth in section 13.1 are satisfied, securities may be distributed under this Part in connection with a business combination bycomplying with the requirements set forth in Part 4, other than section 4.6, and Parts 5 through 11, other than Part 10.

(2) The disclosure documents prepared for the business combination shall be filed as a MJDS prospectus and, if proxies will be solicited from holders of votingsecurities of the issuer and the issuer is a reporting issuer in the jurisdiction, as an information circular.

Source: NP45, s.5.3

If the eligibility requirements set forth in Section 5.2 are met, securities may be distributed in Canada under the MJDS in connection with a business combinationby complying with the procedures set forth in Sections 3.8, 3.9, 3.11(1), 3.11(5) and 3.14. The disclosure documents would be required to be filed both as aprospectus and as an information circular. Reconciliation of financial statements to Canadian GAAP or International Accounting Standards is not required forbusiness combinations done under the MJDS.

Methodology: Reworked to emphasize mandatory nature. Conforming changes only except to clarify requirement to comply with general MJDS prospectusrequirements other than reconciliation of financial statements, Section 4.6 and underwriter conflict of interest, Part 10. Subsection 13.2(2) clarifies that the U.S.proxy statement/registration statement has to be filed as an information circular only if proxies will be solicited from holders of voting securities of the issuer andthe issuer is already a reporting issuer in the jurisdiction.

PART 14 MATERIAL CHANGE REPORTING

14.1 News Release - A U.S. issuer that has a class of securities listed on the New York Stock Exchange or the American Stock Exchange or quoted on Nasdaqsatisfies the requirement of securities legislation to issue and file a news release upon the occurrence of a material change in its affairs by

(a) complying with the requirements of the exchange on which its securities are listed or Nasdaq, as applicable, for making public disclosure of materialinformation on a timely basis; and

(b) immediately issuing in Canada and filing each news release disclosed by it for the purpose of complying with the requirements referred to in paragraph (a).

Source: NP45, Part 6, 5th paragraph

A U.S. Issuer that has a class of its securities listed on the New York Stock Exchange or the American Stock Exchange or quoted on Nasdaq may satisfy anyobligation under Canadian securities legislation to issue and file a press release by (i) complying with the requirements of either such exchange or Nasdaq inrespect of making public disclosure of material information on a timely basis, and (ii) forthwith issuing in Canada, and filing with the applicable securitiesregulatory authorities that require the filing of press releases, any press release that discloses a material change in its affairs.

Methodology: Paragraph 14.1(b) provides that a news release must be filed in each jurisdiction in which the issuer is a reporting issuer rather than just thejurisdictions that require the filing of a press release.

14.2 Material Change Reports - A U.S. issuer that has a class of securities registered under section 12 of the 1934 Act or is required to file reports under section15(d) of the 1934 Act satisfies the requirement of securities legislation to file a material change report upon the occurrence of a material change in its affairs by

(a) complying with the requirements of U.S. federal securities law for filing current reports; and

(b) filing two copies of the current report filed with the SEC immediately after the earlier of the date that the report is filed with the SEC and the date it isrequired to be filed with the SEC.

Source: NP45, Part 6, paragraph 2

Compliance with U.S. requirements relating to (i) current reports, (ii) annual reports, and (iii) proxy statements, proxies and proxy solicitation by a U.S. Issuerthat has a class of securities registered pursuant to section 12 of the 1934 Act (or, in the case of current reports and annual reports, is required to file reportspursuant to section 15(d) of the 1934 Act) will satisfy the requirements of the Canadian provinces and territories relating to (i) reports of material change, (ii)annual information forms, annual reports and management's discussion and analysis of financial condition and results of operations, and (iii) information circulars,proxies and proxy solicitation, respectively, provided that (a) two copies of any material filed with the SEC are filed with the applicable securities regulatoryauthorities that require the filing of material of that nature (i) in the case of current reports, forthwith after the earlier of the date the report is filed with the SECand the date it is required to be filed with the SEC, and (ii) in the case of other documents, within 24 hours after they are filed with the SEC, and (b) suchdocuments are provided to securityholders whose last address as shown on the books of the issuer is in Canada in the manner and at the time required byapplicable U.S. law.

Methodology: Section 14.2 extracts the relevant portions of NP45 dealing with material change reports. A condition requiring delivery to securityholders ascontemplated by (b) in the second paragraph of Part 6 of NP45 has not been incorporated. The condition in NP45 is a general one applying to all relevantdocuments referred to in the paragraph. Current reports are not required to be sent to shareholders under U.S. securities law and material change reports are notrequired to be sent to shareholders under Canadian law, so there seems to be no reason to include the condition here.

Conforming changes only except that "requirements of U.S. federal securities laws" used instead of "U.S. requirements".

The NP45 Blanket Ruling provided an exemption from the requirement to issue and file a press release and the requirement to file a material change reportwhereas NP45, Part 6, paragraph 2 stated "[compliance with U.S. requirements ... will satisfy the requirements of the Canadian provinces and territories]". Part14 provides that a U.S. issuer may satisfy the requirement of securities legislation by complying with U.S. federal securities law and filing in Canada the reportfiled with the SEC. Although the definition of material change in securities legislation is the operative definition no obligation arises to issue a news release orfile a material change report unless an obligation exists in the U.S.

PART 15 FINANCIAL STATEMENTS, ANNUAL INFORMATION FORMS AND MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS

15.1 Financial Statements

A U.S. issuer that has a class of securities registered under section 12 of the 1934 Act or is required to file reports under section 15(d) of the 1934 Act satisfiesthe requirements of securities legislation relating to the preparation, certification, filing and sending of interim financial statements, and annual financialstatements and auditor's reports thereon by

(a) complying with the requirements of U.S. federal securities law;

(b) filing the quarterly reports and annual reports required to be filed with the SEC; and

(c) sending each financial statement included in the report required to be filed under paragraph (b) to each securityholder whose last address as shown on thebooks of the reporting issuer is in the local jurisdiction in the manner and at the time required by U.S. federal securities law if

(i) the issuer is a reporting issuer solely as a result of a distribution or securities exchange bid made under this Instrument;

(ii) the issuer meets the eligibility requirements in paragraph 3.1(c); or

(iii) the issuer meets the eligibility requirements in subparagraphs 3.1(a)(i) to (v) and the issuer is a reporting issuer solely as the result of the distribution ofsecurities that had an investment grade rating and met the eligibility requirements of subparagraph 3.1(a)(vi) at the time of distribution; or

(d) if the issuer does not satisfy any of paragraph (c)(i), (ii) or (iii), sending each financial statement included in the report required to be filed under paragraph(b) to each securityholder whose last address as shown on the books of the issuer is in the local jurisdiction in the manner and at the time required by securitieslegislation other than this Instrument.

Source: NP45, Part 6, 4th paragraph

Compliance with U.S. requirements relating to quarterly reports and annual reports by a U.S. Issuer that has a class of securities registered pursuant to section12 of the 1934 Act or is required to file reports pursuant to section 15(d) of the 1934 Act will satisfy the requirements of the Canadian provinces and territoriesrelating to interim financial statements and annual financial statements, respectively, provided that:

(1) copies of any material filed with the SEC are filed with the applicable securities regulatory authorities that require the filing of financial statements within 24hours after they are filed with the SEC; and

(2) (a) if:

(i) the issuer is a reporting issuer in the Canadian provinces and territories solely as the result of offerings, bids and business combinations made under the MJDS;

(ii) the issuer meets the eligibility requirements specified in Sections 3.3(1) and (2); or

(iii) the issuer meets the eligibility requirements specified in Sections 3.2(1)-(5) and the issuer is a reporting issuer in the Canadian provinces and territories solelyas the result of the distribution of securities that have an Approved Rating and meet the eligibility requirements of Section 3.2(6);

then such documents are provided to securityholders whose last address as shown on the books of the issuer is in Canada in the manner and at the time requiredby applicable U.S. law; or

(b) otherwise such documents are provided to securityholders whose last address as shown on the books of the issuer is in Canada in the manner and at the timerequired by applicable Canadian securities legislation.

Source: NP45, Part 6, 4th paragraph [set forth opposite section 7.1] and blanket ruling.

Methodology: Relief from the certification requirement of Canadian securities legislation does not depend upon the satisfaction of any conditions apart from thegeneral eligibility criteria of section 15.1.

Methodology: The obligation to comply with U.S. federal securities law has been expressed as a mandatory requirement in subsection (a). Amended to makeconforming changes, to use "distribution" instead of "offerings", to use "requirements of U.S. federal securities law" instead of "U.S. requirements", to use"send" rather than "deliver", to delete timing of filing and to reconfigure lead-in language.

The NP45 Blanket Ruling provided an exemption from the requirement to issue and file interim and annual financial statements whereas NP45, Part 6, 4thparagraph provides that "[compliance with U.S. requirements... will satisfy the requirements of the Canadian provinces and territories]".

15.2 Annual Reports, Annual Information Forms and Management's Discussion and Analysis - A U.S. issuer that has a class of securities registered under section12 of the 1934 Act or that is required to file reports under section 15(d) of the 1934 Act satisfies the requirements of securities legislation to file annual reports,annual information forms and management's discussion and analysis of financial condition and results of operations by

(a) complying with the requirements of U.S. federal securities law relating to annual reports and management's discussion and analysis;

(b) filing two copies of the annual report required to be filed with the SEC; and

(c) sending the annual report to each securityholder whose last address as shown on the books of the reporting issuer is in the local jurisdiction in the manner andat the time required by U.S. federal securities law.

Source: NP45, Part 6, 2nd paragraph [set forth opposite section 6.2].

Methodology: Section 15.2 extracts the relevant portions of NP45 dealing with annual reports, annual information forms and management's discussion andanalysis of financial condition and results of operations, except that "requirements of U.S. federal securities law" has been used instead of "U.S. requirements"and "sending" rather than "delivering" and timing of filing deleted. The U.S. annual report (Form 10-K) is equivalent to the AIF and includes the MD & A.

Again, no exemption is granted from the requirement to file an annual report, annual information form or MD & A, rather the U.S. form is to be filed and sent inlieu of the Canadian form.

PART 16 PROXIES AND PROXY SOLICITATION

16.1 Proxy Solicitation by a U.S. Issuer - A U.S. issuer that has a class of securities registered under section 12 of the 1934 Act satisfies the requirements ofsecurities legislation relating to information circulars, proxies and proxy solicitation by

(a) complying with the requirements of U.S. federal securities law relating to proxy statements, proxies and proxy solicitation;

(b) filing all material relating to the meeting that is required to be filed with the SEC; and

(c) sending each document required to be filed under paragraph (b) to each securityholder whose last address as shown on the books of the reporting issuer is inthe local jurisdiction in the manner and at the time required by U.S. federal securities law.

Source: NP45, Part 6, 2nd and 3rd paragraphs 2nd paragraph set forth opposite section 6.2

Compliance by any other person or company with U.S. requirements relating to proxies and proxy solicitation with respect to a U.S. Issuer that has a class ofsecurities registered pursuant to section 12 of the 1934 Act will satisfy the requirements of the Canadian provinces and territories relating to proxies and proxysolicitation, provided that (i) two copies of any material relating to a meeting of securityholders filed with the SEC are filed with the applicable securitiesregulatory authorities that require the filing of material of that nature within 24 hours after they are filed with the SEC, and (ii) such documents are provided tosecurityholders whose last address as shown on the books of the issuer is in Canada in the manner and at the time required by applicable U.S. law.

Methodology: Creates mandatory requirements based on the three conditions in the Blanket Ruling. Conforming changes only other than timing of filing deleted.

16.2 Proxy Solicitation by Another Person or Company - A person or company other than the issuer satisfies the requirements of securities legislation relating toproxies and proxy solicitation with respect to a U.S. issuer that has a class of securities registered under section 12 of the 1934 Act by fulfilling the requirementsof paragraphs 16.1(a), (b) and (c).

16.3 Determination of Eligibility - If a proxy solicitation is made under section 16.2 and the person or company soliciting proxies lacks access to the relevant listof securityholders of the issuer, it will be conclusively presumed that paragraph (a) of the definition of foreign issuer is not satisfied, unless

Source: New.

Methodology: A provision has been added deeming a U.S. incorporated issuer to be a foreign issuer based on trading volumes to provide certainty that acompany other than the issuer in a proxy battle may rely on section 16.2.

(a) the aggregate published trading volume of the class on The Toronto Stock Exchange, The Montreal Exchange, the Vancouver Stock Exchange, the AlbertaStock Exchange and the Canadian Dealing Network Inc. exceeded the aggregate published trading volume of the class on national securities exchanges in theUnited States of America and Nasdaq for the 12 calendar month period before commencement of the proxy solicitation or, if another proxy solicitation forsecurities of the same class is in progress, the 12 calendar month period before commencement of the first proxy solicitation already in progress;

(b) disclosure that paragraph (a) of the definition of foreign issuer was satisfied had been made by the issuer in its Form 10-K most recently filed with the SECunder the 1934 Act; or

(c) the person or company soliciting proxies has actual knowledge that paragraph (a) of the definition of foreign issuer is satisfied.

PART 17 INSIDER REPORTING

17.1 Insider Reporting - The insider report filing requirement does not apply to an insider of a U.S. issuer that has a class of securities registered under section 12of the 1934 Act if the insider

(a) complies with the requirements of U.S. federal securities law regarding insider reporting; and

(b) files with the SEC on a timely basis any insider report required to be filed with the SEC under section 16(a) of the 1934 Act and the rules and regulationsunder the 1934 Act.

Source: NP45, Part 6, 8th paragraph

An insider of a U.S. Issuer that has a class of securities registered pursuant to section 12 of the 1934 Act shall not be required to file with any securitiesregulatory authority in Canada insider reports with respect to holdings of securities of such issuer so long as such insider files with the SEC on a timely basis allreports required to be filed with the SEC pursuant to section 16(a) of the 1934 Act and the rules and regulations thereunder.

Methodology: Creates mandatory requirements based on condition in Part 6 of NP45 and Blanket Ruling. The term insider in section 17.1 has the meaningascribed to it in Canadian securities legislation. However, no obligation to file an insider report with the SEC arises under Section 17.1 unless required underU.S. federal securities law to file the report. Consequently, if an insider is not an insider under U.S. federal securities law, no insider reports will be filed either inCanada or the U.S. Section 17.1 grants an exemption from the requirement to file an insider report, provided a report is filed with the SEC if required by U.S.federal securities law.

PART 18 COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER

18.1 Communication with Beneficial Owners of Securities of a Reporting Issuer - A U.S. issuer satisfies the requirements of securities legislation relating tocommunications with, delivery of materials to and conferring voting rights upon non-registered holders of its securities who hold their interests in the securitiesthrough one or more intermediaries by

(a) complying with the requirements of Rule 14a-13 under the 1934 Act for any Canadian clearing agency and any intermediary whose last address as shown onthe books of the issuer is in the local jurisdiction; and

(b) complying with the requirements of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer with respect toreasonable fees payable to intermediaries, for any Canadian clearing agency and any intermediary whose last address as shown on the books of the issuer is in thelocal jurisdiction.

Source: NP45, Part 6, 6th paragraph

A U.S. Issuer shall not be required to comply with the requirements of National Policy Statement No. 41 (Shareholder Communication) so long as it complieswith the requirements of Rule 14a-13 under the 1934 Act with respect to any Canadian clearing agency (i.e., The Canadian Depository for Securities Limited andWest Canada Depository Trust Company) and any intermediary whose last address as shown on the books of the issuer is in Canada. Any such clearing agencyor intermediary shall be required to comply only with the requirements of National Policy Statement No. 41 with respect to any such issuer, including, withoutlimitation, responding to search cards and delivering proxy-related materials within the time periods specified in National Policy Statement No. 41. Any suchintermediary shall be entitled to receive the fees and charges set out in National Policy Statement No. 41.

Methodology: It is anticipated that National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, which has not yetbeen published for comment, will replace National Policy Statement 41, Shareholder Communication. Proposed National Instrument 54-101 will be derivedfrom Draft Amended National Policy Statement 41, published for comment in 1994.

PART 19 TRUST INDENTURE REQUIREMENTS

19.1 Trust Indenture Requirements - The requirements of the legislation of the local jurisdiction applicable to trust indentures, for debt outstanding or guaranteedunder the indenture, including a requirement that a person or company appointed as a trustee under a trust indenture be resident or authorized to do business inthe local jurisdiction, do not apply to distributions made under this Instrument, if

(b) the trust indenture under which the obligations are issued or guaranteed is subject to and complies with the Trust Indenture Act of 1939 of the United Statesof America; and

(b) at least one person or company appointed as trustee under the trust indenture

(i) is resident in the local jurisdiction,

(ii) is authorized to do business in the local jurisdiction, or

(iii) has filed a duly executed submission to jurisdiction and appointment of agent for service of process in section 3 of the required form.

Source: NP45, s. 3.13

Trust Indenture Requirements - Any requirement of a Canadian province or territory, applicable to trust indentures, in respect of any debt outstanding orguaranteed thereunder (including without limitation, any requirement that a person or company appointed as a trustee under a trust indenture be resident orauthorized to do business in the province or territory) shall not apply to offerings made under the MJDS, provided that:

(a) the trust indenture under which the obligations are issued or guaranteed is subject to and complies with the Trust Indenture Act of 1939 of the United States;and

(b) at least one person or company appointed as trustee under a trust indenture (i) is resident in such province or territory, (ii) is authorized to do business insuch province or territory, or (iii) has filed with the applicable securities regulatory authority in such province or territory a duly executed Submission toJurisdiction and Appointment of Agent for Service of Process in the form set forth in Part C of Appendix "B".

Methodology: Conforming changes.

PART 20 FINANCIAL DISCLOSURE

20.1 Financial Disclosure

National Instruments 52-101 Future-Oriented Financial Information, 52-102 Use of Currencies, 52-103 Change of Auditor, 52-104 Basis of Accounting,Auditing and Reporting and 52-105 Change in the Ending Date of a Financial Year do not apply to a U.S. issuer distributing securities or making a bid or filingsin accordance with NI 71-101.

Source: New.

Methodology: A separate financial disclosure section has been created as a number of the requirements apply to both distributions and ongoing reporting.

PART 21 EXEMPTIONS

21.1 Exemption

(1) The regulator or the securities regulatory authority may grant an exemption to this Instrument, in whole or in part, subject to such conditions or restrictionsas may be imposed in the exemption.

(2) Despite subsection (1), in Ontario only the regulator may grant such an exemption.

(3) An application made to the securities regulatory authority or regulator for an exemption from this Instrument shall include a letter or memorandum describingthe matters relating to the exemption, and indicating why consideration should be given to the granting of the exemption.

Source: New

21.2 Evidence of Exemption - Without limiting the manner in which an exemption under section 21.1 may be evidenced, the issuance by the regulator of a receiptfor a MJDS prospectus or an amendment to a MJDS prospectus is evidence of the granting of the exemption if

(a) the person or company that sought the exemption has sent to the regulator on or before the date of filing the preliminary MJDS prospectus the letter ormemorandum referred to in subsection 21.1(3), and

(b) the regulator has not sent written notice of refusal to grant the exemption to the person or company that sought the exemption before, or concurrent with, theissue of the receipt for the MJDS prospectus.

Methodology: In Quebec, it may be necessary to apply separately for exemptions from the Regulations to the Securities Act (Quebec).

NATIONAL INSTRUMENT

71-101

APPENDIX - FORMS OF PROSPECTUS CERTIFICATES FOR RULE 415 OFFERINGS

1. Method 1: Supplements Without Prospectus Certificates

Source: NP45, Appendix A

1.1 Issuer's Certificates - If method 1 is used

(a) a MJDS prospectus used for a rule 415 offering shall contain an issuer's certificate and, if there is a promoter, a promoter's certificate, in the following form:

"This MJDS prospectus, together with the documents incorporated in this prospectus by reference, as of the date of each supplement to this prospectus, willconstitute full, true and plain disclosure of all material facts relating to the securities offered by this MJDS prospectus and the supplement as required by [insertname of each jurisdiction in which qualified] [insert if distribution made in Quebec---"and will not contain any misrepresentation likely to affect the value or themarket price of the securities to be distributed"].";

(b) a preliminary MJDS prospectus used for a rule 415 offering shall contain the certificate described in paragraph (a) if method 1 has been elected at the time thepreliminary MJDS prospectus is filed;

(c) a rule 415 prospectus supplement establishing an MTN program shall contain, if a prospectus certificate of the issuer of the type described in paragraph (a)was not included in the MJDS prospectus, an issuer's certificate and, if there is a promoter, a promoter's certificate, in the following form:

"This MJDS prospectus dated ***, [insert if applicable---"as amended,"] together with the documents incorporated in the prospectus by reference, assupplemented by the foregoing, as of the date of each supplement to the prospectus, will constitute full, true and plain disclosure of all material facts relating tothe securities offered by this prospectus and supplement as required by [insert name of each jurisdiction in which qualified] [insert if distribution made inQuebec---"and will not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]."; and

(d) each amendment to a MJDS prospectus used for a rule 415 offering, if the MJDS prospectus contained a certificate of the type described in paragraph (a),shall contain an issuer's certificate and, if there is a promoter, a promoter's certificate in the following form:

"This MJDS prospectus dated ***, as amended, together with the documents incorporated in the prospectus by reference, as of the date of each supplementthereto, will constitute full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and supplement as required by [insertname of each jurisdiction in which qualified] [insert if distribution made in Quebec---"and will not contain any misrepresentation likely to affect the value or themarket price of the securities to be distributed"]."

1.2 Guarantor's Certificates - A certificate of a guarantor required under the MJDS shall be in the form required in subsection 1.1.

Source: NP45, Appendix A, s.1(a)

(a) Issuer's Certificate

(i) To use Method 1, the preliminary prospectus and prospectus used for a Rule 415 Offering must contain the following issuer's certificate:

"The foregoing, together with the documents incorporated herein by reference, as of the date of each supplement hereto, will constitute full, true and plaindisclosure of all material facts relating to the securities offered by this prospectus and such supplement as required by [insert applicable references] [insert ifoffering made in Quebec---"and will not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]".

(ii) To use Method 1 for an MTN Program established under a prospectus for a Rule 415 Offering by a prospectus supplement, where a certificate of the issuerof the type referred to in Paragraph 1(a)(i) of this Appendix was not included in the prospectus, the supplement establishing such program in Canada mustcontain the following issuer's certificate:

The prospectus dated *** [insert if applicable---"as amended,"] together with the documents incorporated therein by reference, as supplemented by theforegoing, as of the date of each supplement hereto, will constitute full, true and plain disclosure of all material facts relating to the securities offered hereby andby such supplement as required by [insert applicable references] [insert if offering made in Quebec---"and will not contain any misrepresentation likely to affectthe value or the market price of the securities to be distributed"]".

(iii) To use Method 1, each amendment to a prospectus used for a Rule 415 Offering, where the prospectus contained a certificate of the type referred to inParagraph 1(a)(i) of this Appendix, must contain the following issuer's certificate:

"The prospectus dated ***, as amended, together with the documents incorporated therein by reference, as of the date of each supplement thereto, willconstitute full, true and plain disclosure of all material facts relating to the securities offered by such prospectus and supplement as required by [insert applicablereferences] [insert if offering made in Quebec---"and will not contain any misrepresentation likely to affect the value or the market price of the securities to bedistributed"]".

Methodology: Appendix A & Appendix B of NP45 have been replaced with separate Forms that correspond closely to the Forms used for a shelf prospectus.

1.3 Underwriters' Certificates - If method 1 is used

(a) each underwriter who, at the time of filing a MJDS prospectus used for a rule 415 offering, is, or who it is known will be, in a contractual relationship withthe issuer or a selling securityholder for the distribution of the securities by the prospectus shall sign a certificate in the MJDS prospectus in the following form:

"To the best of our knowledge, information and belief, this MJDS prospectus, together with the documents incorporated in the prospectus by reference, as of thedate of each supplement hereto, will constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and suchsupplement as required by [insert name of each jurisdiction in which qualified] [insert if distribution made in Quebec---"and will not contain anymisrepresentation likely to affect the value or the market price of the securities to be distributed"].";

(b) the preliminary MJDS prospectus shall contain the certificate described in paragraph (a) if method 1 has been elected at the time the preliminary MJDSprospectus is filed;

(c) a rule 415 prospectus supplement establishing an MTN program shall contain, if a prospectus certificate of the type described in paragraph (a) of anunderwriter who, for the securities being offered under the rule 415 prospectus supplement, is, or it is anticipated will be, in a contractual relationship with theissuer or a selling securityholder, was not included in the MJDS prospectus, a certificate in the following form signed by that underwriter:

"To the best of our knowledge, information and belief, this MJDS prospectus dated ***, [insert if applicable---"as amended,"] together with the documentsincorporated in the prospectus by reference, as supplemented by the foregoing, as of the date of each supplement hereto, will constitute full, true and plaindisclosure of all material facts relating to the securities offered by the prospectus and by the supplement as required by [insert name of jurisdiction in whichqualified] [insert if distribution made in Quebec---"and will not contain any misrepresentation likely to affect the value or the market price of the securities to bedistributed"]."; and

(d) each amendment to a MJDS prospectus used for a rule 415 offering, if the prospectus contained a certificate of an underwriter of the type described in (a),shall contain a certificate in the following form signed by that underwriter:

"To the best of our knowledge, information and belief, this MJDS prospectus dated ***, as amended, together with the documents incorporated in theprospectus by reference, as of the date of each supplement to the prospectus, will constitute full, true and plain disclosure of all material facts relating to thesecurities offered by the prospectus and the supplement as required by [insert name of jurisdiction in which qualified] [insert if distribution made inQuebec---"and will not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]."

Source: NP45, Appendix A, s.1(b)

(b) Underwriters' Certificate

(i) Where there is an underwriter, to use Method 1 each preliminary prospectus and prospectus for a Rule 415 Offering shall contain the following underwriters'certificate signed by the underwriter or underwriters who, with respect to the securities offered by the prospectus supplement, are, or it is known will be, in acontractual relationship with the issuer or a selling securityholder:

"To the best of our knowledge, information and belief, the foregoing, together with the documents incorporated herein by reference, as of the date of eachsupplement hereto, will constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and such supplement asrequired by [insert applicable references] [insert if offering made in Quebec---"and will not contain any misrepresentation likely to affect the value or the marketprice of the securities to be distributed"]".

(ii) To use Method 1 for an MTN Program established by a prospectus supplement, where the prospectus did not contain a certificate of an underwriter of thetype referred to in Paragraph 1(b)(i) of this Appendix of an underwriter, such supplement shall contain the following underwriters' certificate signed by theunderwriter or underwriters who, with respect to the securities offered by such supplement, are, or will be, in a contractual relationship with the issuer or aselling securityholder:

"To the best of our knowledge, information and belief, the prospectus dated ***, [insert if applicable---"as amended,"] together with the documents incorporatedtherein by reference, as supplemented by the foregoing, as of the date of each supplement hereto, will constitute full, true and plain disclosure of all material factsrelating to the securities offered hereby and by such supplement as required by [insert applicable references] [insert if offering made in Quebec---"and will notcontain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]".

(iii) To use Method 1, each amendment to a prospectus used for a Rule 415 Offering, where the prospectus contained a certificate of an underwriter of the typereferred to in Paragraph 1(b)(i) of this Appendix, shall contain the following underwriters' certificate signed by the underwriter or underwriters who, with respectto the securities offered by the prospectus are, or it is known will be, in a contractual relationship with the issuer or a selling securityholder:

"To the best of our knowledge, information and belief, the prospectus dated ***, as amended, together with the documents incorporated therein by reference, asof the date of each supplement thereto, will constitute full, true and plain disclosure of all material facts relating to the securities offered hereby and by suchsupplement as required by [insert applicable references] [insert if offering made in Quebec---"and will not contain any misrepresentation likely to affect the valueor the market price of the securities to be distributed"]".

2. Method 2: Prospectus Certificates in Each Supplement

2.1 Issuer's Certificate - If method 2 is used

(a) a MJDS prospectus shall contain an issuer's certificate and, if there is a promoter, a promoter's certificate, in the following form:

"This MJDS prospectus, together with the documents incorporated in the prospectus by reference, constitutes full, true and plain disclosure of all material factsrelating to the securities offered by the prospectus as required by the securities laws of [insert name of each jurisdiction in which qualified] [insert if distributionmade in Quebec---"and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"].";

(b) the preliminary MJDS prospectus shall contain the certificate described in paragraph (a) if method 2 has been elected at the time the preliminary MJDSprospectus is filed;

(c) each rule 415 prospectus supplement shall contain an issuer's certificate and, if there is a promoter, a promoter's certificate, in the following form:

"The MJDS prospectus dated ***, [insert if applicable---"as amended,"] together with the documents incorporated in the prospectus by reference, assupplemented by this supplement, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and thissupplement as required by [insert name of each jurisdiction in which qualified] [insert if distribution made in Quebec---"and does not contain anymisrepresentation likely to affect the value or the market price of the securities to be distributed"]."; and

(d) each amendment to a MJDS prospectus shall contain an issuer's certificate and, if there is a promoter, a promoter's certificate in the following form:

"The MJDS prospectus dated ***, as amended, together with the documents incorporated in the prospectus by reference, constitutes full, true and plaindisclosure of all material facts relating to the securities offered by the prospectus as required by [insert name of each jurisdiction in which qualified] [insert ifdistribution made in Quebec---"and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]."

2.2 Guarantor's Certificates - A certificate of a guarantor required under the MJDS shall be in the form required in subsection 2.1.

Source: NP45, Appendix A, s.2

Source: NP45, Appendix A, s.2(a)

(a) Issuer's Certificate

(i) To use Method 2, the preliminary prospectus and prospectus used for a Rule 415 Offering must contain the following issuer's certificate:

"The foregoing, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to suchsecurities as required by [insert applicable references] [insert if offering made in Quebec---"and will not contain any misrepresentation likely to affect the value orthe market price of the securities to be distributed"]".

(ii) To use Method 2, each prospectus supplement used for a Rule 415 Offering must contain the following issuer's certificate:

"The prospectus dated ***, [insert if applicable---"as amended,"] together with the documents incorporated therein by reference, as supplemented by theforegoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by such prospectus and supplement as required by [insertapplicable references] [insert if offering made in Quebec---"and will not contain any misrepresentation likely to affect the value or the market price of thesecurities to be distributed"]".

(iii) To use Method 2, each amendment to a prospectus used in Canada for a Rule 415 Offering must contain the following issuer's certificate:

"The prospectus dated ***, as amended, together with the documents incorporated therein by reference, constitutes full, true and plain disclosure of all materialfacts relating to the securities offered thereby as required by [insert applicable references] [insert if offering made in Quebec---"and will not contain anymisrepresentation likely to affect the value or the market price of the securities to be distributed"]".

Methodology: Conforming changes only.

2.3 Underwriters' Certificate - If method 2 is used

(a) each underwriter who, at the time of filing a MJDS prospectus used for a rule 415 offering, is, or who it is known will be, in a contractual relationship withthe issuer or a selling securityholder for the distribution of the securities by the prospectus shall sign a certificate in the MJDS prospectus in the following form:

"To the best of our knowledge, information and belief, the MJDS prospectus, together with the documents incorporated in the prospectus by reference,constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus as required by [insert name of each jurisdiction inwhich qualified] [insert if distribution made in Quebec---"and does not contain any misrepresentation likely to affect the value or the market price of the securitiesto be distributed"].";

(b) the preliminary MJDS prospectus shall contain the certificate described in paragraph (a) if method 2 has been elected at the time the preliminary MJDSprospectus is filed;

(c) a rule 415 prospectus supplement shall contain a certificate in the following form signed by each underwriter who, for the distribution of the securities offeredby the prospectus, is in a contractual relationship with the issuer or a selling securityholder:

"To the best of our knowledge, information and belief, the MJDS prospectus dated***, [insert if applicable---"as amended,"] together with the documentsincorporated in the prospectus by reference, as supplemented by the supplement, constitutes full, true and plain disclosure of all material facts relating to thesecurities offered by the MJDS prospectus and this supplement as required by [insert name of each jurisdiction in which qualified] [insert if distribution made inQuebec---"and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"].";

(i) an amendment to a MJDS prospectus is filed with respect to a material change that occurred during a period when distributions of securities are being madeby an underwriter, and

(ii) the MJDS prospectus did not contain a certificate of the underwriter of the type referred to in paragraph (a),

(d) each amendment to a MJDS prospectus, if the MJDS prospectus contained a certificate of an underwriter of the type described in paragraph (a), shall containa certificate in the following form signed by that underwriter:

"To the best of our knowledge, information and belief, the MJDS prospectus dated ***, as amended, together with the documents incorporated in the prospectusby reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus as required by [insert name of eachjurisdiction in which qualified] [insert if distribution made in Quebec---"and does not contain any misrepresentation likely to affect the value or the market priceof the securities to be distributed"].";

(e) if

(i) an amendment to a MJDS prospectus is filed for a material change that occurred when the securities were being distributed, and

(ii) the MJDS prospectus did not contain a certificate of the underwriter of the type referred to in paragraph (a),

the underwriter shall sign, as of the date of the amendment, a certificate in the form that it previously provided under paragraph (c) in the rule 415 prospectussupplement describing the securities being distributed, except that the certificate contained in the amendment shall refer to the amendment; and

(f) the certificate described in paragraph (e) shall be filed concurrently with the amendment to which it pertains.

Source: NP45, Appendix A s.2(b)

(b) Underwriters' Certificate

(i) Where there is an underwriter, to use Method 2, each preliminary prospectus and prospectus for a Rule 415 Offering shall contain the following underwriters'certificate signed by the underwriter or underwriters who, with respect to the securities offered by the prospectus, are, or it is known will be, in a contractualrelationship with the issuer or a selling securityholder:

"To the best of our knowledge, information and belief, the foregoing, together with the documents incorporated herein by reference, constitutes full, true andplain disclosure of all material facts relating to such securities as required by [insert applicable references] [insert if offering made in Quebec---"and will notcontain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]".

(ii) Where there is an underwriter, to use Method 2, each prospectus supplement used for a Rule 415 Offering shall contain the following underwriters' certificatesigned by the underwriter or underwriters who, with respect to the securities offered by the prospectus supplement, are in a contractual relationship with theissuer or a selling securityholder:

"To the best of our knowledge, information and belief, the prospectus dated ***, [insert if applicable---"as amended,"] together with the documents incorporatedtherein by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered hereby andby such supplement as required by [insert applicable references] [insert if offering made in Quebec---"and will not contain any misrepresentation likely to affectthe value or the market price of the securities to be distributed"]".

(iii) To use Method 2, each amendment to a prospectus used for a Rule 415 Offering, where the prospectus contained a certificate of an underwriter of the typereferred to in Paragraph 2(b)(i) of this Appendix, shall contain the following underwriters' certificate signed by the underwriter or underwriters who, with respectto the securities offered by the prospectus are, or it is known will be, in a contractual relationship with the issuer or a selling securityholder:

"To the best of our knowledge, information and belief, the prospectus dated ***, as amended, together with the documents incorporated therein by reference,constitutes full, true and plain disclosure of all material facts relating to the securities offered thereby as required by [insert applicable references] [insert ifoffering made in Quebec---"and will not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]".

(iv) If:

A. Method 2 is being used;

B. an amendment to a prospectus for a Rule 415 Offering is filed with respect to a material change that occurred during a period when offers and sales ofsecurities are being made by an underwriter in Canada; and

C. such prospectus did not contain a certificate of such underwriter of the type referred to in Paragraph 2(b)(i) of this Appendix,

such underwriter shall re-sign the certificate that it previously provided pursuant to Paragraph 2(b)(ii) of this Appendix in the prospectus supplement describingthe securities being so offered. This re-signed underwriters' certificate shall be filed with the applicable securities regulatory authorities concurrently with theamendment.

FORM 71-101F1 - FORMS OF SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT FOR SERVICE OF PROCESS

Source: NP45, Appendix B

NATIONAL POLICY STATEMENT NO. 45

APPENDIX B

FORMS OF SUBMISSION TO JURISDICTION AND APPOINTMENT OF

AGENT FOR SERVICE OF PROCESS

1. Prospectus Offering of Securities

1. Name of issuer (the "Issuer"):

2. Jurisdiction of incorporation of Issuer:

3. Address of principal place of business of Issuer:

4. Description of securities (the "Securities"):

5. Date of prospectus (the "Prospectus") under which the Securities are offered:

6. Name of agent (the "Agent"):

7. Address for service of process of Agent in Canada:

8. The Issuer designates and appoints the Agent at the address of the Agent 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 (the "Proceeding") arising out of orrelating 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 reportingissuer, and irrevocably waives any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring such Proceeding.

9. The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of,

(a) the judicial, quasi-judicial and administrative tribunals of each of the provinces [and territories] of Canada in which the Securities are distributed under theProspectus; and

(b) any administrative proceeding in any such province [or territory],

in any Proceeding arising out of or related to or concerning the distribution of the Securities made or purported to be made under the Prospectus.

10. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer will file a new submission to jurisdiction andappointment of agent for service of process in this form at least 30 days before termination of this submission to jurisdiction and appointment of agent for serviceof process as a result of the death of the agent, revocation of the appointment or for any other reason whatsoever.

11. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer will file an amended submission to jurisdiction andappointment of agent for service of process at least 30 days before any change in the name or above address of the Agent.

12. This submission to jurisdiction and appointment of agent for service of process will be governed by and construed in accordance with the laws of____________________ [province of above address of Agent].

Dated: _________________________

_____________________________[Issuer

By: _________________________

[Name and title]

The undersigned accepts the appointment as agent for service of process of [Issuer] under the terms and conditions of the appointment of agent for service ofprocess stated above.

Dated: _________________________

_____________________________[Agent]

By: ______________ _________

[Name and title]

Source: NP45, Appendix B, s.A

A. Prospectus Offering of Securities

1. Name of issuer (the "Issuer"):

2. Jurisdiction of incorporation of Issuer:

3. Address of principal place of business of Issuer:

4. Description of securities (the "Securities"):

5. Date of prospectus (the "Prospectus") pursuant to which the Securities are offered:

6. Name of agent (the "Agent"):

7. Address for service of process of Agent in Canada:

8. The Issuer designates and appoints the Agent at the address of the Agent 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 (the "Proceeding") arising out of orrelating to or concerning the distribution of the Securities made or purported to be made pursuant to the Prospectus or the obligations of the Issuer as areporting issuer, and irrevocably waives any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring such Proceeding.

9. The Issuer irrevocably and unconditionally submits to the non-exclusive jurisdiction of:

(a) the judicial, quasi-judicial and administrative tribunals of each of the provinces [and territories] of Canada in which the Securities are distributed pursuant tothe Prospectus; and

(b) any administrative proceeding in any such province [or territory],

in any Proceeding arising out of or related to or concerning the distribution of the Securities made or purported to be made pursuant to the Prospectus.

10. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file a new submission to jurisdiction andAppointment of Agent for Service of Process in the form hereof at least 30 days prior to termination of this submission to jurisdiction and Appointment of Agentfor Service of Process for any reason whatsoever.

11. Until six years after it has ceased to be a reporting issuer in any Canadian province or territory, the Issuer shall file an amended submission to jurisdiction andAppointment of Agent for Service of Process at least 30 days prior to any change in the name or above address of the Agent.

12. This submission to jurisdiction and Appointment of Agent for Service of Process shall be governed by and construed in accordance with the laws of____________________ [province of above address of Agent].

Dated: _________________________

_____________________________[Issuer]

By:

[Name and title]

The undersigned accepts the appointment as agent for service of process of [Issuer] pursuant to the terms and conditions of the foregoing Appointment of Agentfor Service of Process.

Dated: _________________________

_______________________________[Agent]

By:

[Name and title]

Methodology: Conforming changes only.

Note to CSA: Possible reasons for termination specified.

2. Take-over or Issuer Bid

1. Name of offeror (the "Offeror"):

2. Jurisdiction of incorporation of Offeror:

3. Address of principal place of business of Offeror:

4. Description of securities (the "Securities"):

5. Date of Bid (the "Bid") for the Securities:

6. Name of agent (the "Agent"):

7. Address for service of process of Agent in Canada:

8. The Offeror designates and appoints the Agent at the address of the Agent 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 (the "Proceeding") arisingout of or relating to or concerning the Bid [insert for securities exchange bids---"or the obligations of the Offeror as a reporting issuer"], and irrevocably waivesany right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring such Proceeding.

9. The Offeror irrevocably and unconditionally submits to the non-exclusive jurisdiction of,

(a) the judicial, quasi-judicial and administrative tribunals of each of the provinces [and territories] of Canada in which the Bid is made, and

(b) any administrative proceeding in any such province [or territory],

in any Proceeding arising out of or related to or concerning the Bid.

10. Until six years from the date of the Bid, the Offeror will file a new submission to jurisdiction and appointment of agent for service of process in this form atleast 30 days before termination of this submission to jurisdiction and appointment of agent for service of process.

11. Until six years from the date of the Bid, the Offeror will file an amended submission to jurisdiction and appointment of agent for service of process at least 30days before any change in the name or above address of the Agent.

12. This submission to jurisdiction and appointment of agent for service of process must be governed by and construed in accordance with the laws of

[province of above address of Agent].

Dated: _________________________

____________________________[Offeror]

By: __________________________

[Name and title]

The undersigned accepts the appointment as agent for service of process of _______________________ [Offeror] under the terms and conditions of theappointment of agent for service of process stated above.

Dated: _________________________

____________________________[Agent]

By: __________________________

[Name and title]

Source: NP45, Appendix B

B. Take-Over or Issuer Bid

1. Name of offeror (the "Offeror"):

2. Jurisdiction of incorporation of Offeror:

3. Address of principal place of business of Offeror:

4. Description of securities (the "Securities"):

5. Date of Bid (the "Bid") for the Securities:

6. Name of agent (the "Agent"):

1. Address for service of process of Agent in Canada:

8. The Offeror designates and appoints the Agent at the address of the Agent 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 (the "Proceeding") arisingout of or relating to or concerning the Bid [insert for securities exchange bids---"or the obligations of the Offeror as a reporting issuer"], and irrevocably waivesany right to raise as a defence in any such Proceeding any alleged lack of jurisdiction to bring such Proceeding.

9. The Offeror irrevocably and unconditionally submits to the non-exclusive jurisdiction of:

(a) the judicial, quasi-judicial and administrative tribunals of each of the provinces [and territories] of Canada in which the Bid is made; and

(b) any administrative proceeding in any such province [or territory],

in any Proceeding arising out of or related to or concerning the Bid.

10. Until six years from the date of the Bid, the Offeror shall file a new submission to jurisdiction and Appointment of Agent for Service of Process in the formhereof at least 30 days prior to termination of this submission to jurisdiction and Appointment of Agent for Service of Process for any reason whatsoever.

11. Until six years from the date of the Bid, the Offeror shall file an amended submission to jurisdiction and Appointment of Agent for Service of Process at least30 days prior to any change in the name or above address of the Agent.

12. This submission to jurisdiction and Appointment of Agent for Service of Process shall be governed by and construed in accordance with the laws of_________________________ [province of above address of Agent].

Dated: _________________________ ____________________________[Offeror]

By:

[Name and title]

The undersigned accepts the appointment as agent for service of process of _______________________ [Offeror] pursuant to the terms and conditions of theforegoing Appointment of Agent for Service of Process.

Dated: _________________________

______________________________[Agent]

By:

[Name and title]

Methodology: Conforming changes only

3. Trust Indenture

1. Name of trustee (the "Trustee"):

2. Jurisdiction of incorporation of Trustee:

3. Address of principal place of business of Trustee:

4. Description of securities (the "Securities"):

5. Date of trust indenture (the "Indenture") under which the Securities are issued:

6. Name of agent (the "Agent"):

7. Address for service of process of Agent in Canada:

8. The Trustee designates and appoints the Agent at the address of the Agent 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 (the "Proceeding") arisingout of or relating to or concerning the Indenture, and irrevocably waives any right to raise as a defence in any such Proceeding any alleged lack of jurisdiction tobring such Proceeding.

9. The Trustee irrevocably and unconditionally submits to the non-exclusive jurisdiction of:

(a) the judicial, quasi-judicial and administrative tribunals of each of the provinces [and territories] of Canada in which the Securities are issued, and

(b) any administrative proceeding in any such province [or territory], in any Proceeding arising out of or related to or concerning the Indenture.

10. Until six years from the termination of the Indenture, the Trustee will file a new Submission to Jurisdiction and Appointment of Agent for Service of Processin this form at least 30 days before termination of this Submission to Jurisdiction and Appointment of Agent for Service of Process.

11. Until six years from the termination of the Indenture, the Trustee will file an amended Submission to Jurisdiction and Appointment of Agent for Service ofProcess at least 30 days before any change in the name or above address of the Agent.

12. This submission to jurisdiction and appointment of agent for service of process shall be governed by and construed in accordance with the laws of____________________ [province of above address of Agent].

Dated: _________________________

__________________________[Trustee]

By:

[Name and title]

The undersigned accepts the appointment as agent for service of process of __________________ [Issuer] under the terms and conditions of the foregoingAppointment of Agent for Service of Process.

Dated: _________________________

_____________________________[Agent]

By: ]

[Name and title]