Notice of Ministerial Approval: OSC Rule - 62-504 - Take-Over Bids and Issuer Bids

NOTICE OF MINISTERIAL APPROVAL OF

ONTARIO SECURITIES COMMISSION RULE 62-504

TAKE-OVER BIDS AND ISSUER BIDS AND RELATED FORMS

AND

CONSEQUENTIAL AMENDMENTS

On December 21, 2007, the Minister of Finance approved the following (the "Rule"):

• Rule 62-504 Take-Over Bids and Issuer Bids, Form 62-504F1 Take-Over Bid Circular, Form 62-504F2 Issuer Bid Circular, Form 62-504F3 Directors' Circular, Form 62-504F4 Director's or Officer's Circular and Form 62-504F5 Notice of Change or Notice of Variation,

• revocation of Rule 62-501 Prohibited Stock Market Purchases of the Offeree's Securities by the Offeror During a Take-Over Bid,

• revocation of Rule 62-503 Financing of Take-Over Bids and Issuer Bids,

• revocation of Recognition Order 62-904 In the Matter of the Recognition of Certain Jurisdictions,

• amendments to Rule 13-502 Fees,

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

• amendments to Rule 71-801 Implementing the Multijurisdictional Disclosure System.

The Rule was previously made by the Commission on October 30, 2007. On October 30, the Commission also adopted the following (the "Policy"):

• National Policy 62-203 Take-Over Bids and Issuer Bids,

• revocation of National Policy 62-201 Bids Made Only in Certain Jurisdictions, and

• withdrawal of CSA Staff Notice 62-303 Identifying the Offeror in a Take-over Bid.

The Rule and the Policy came into force on February 1, 2008. The Rule and the Policy were previously published in a Supplement to the Bulletin on December 14, 2007, and are published in Chapter 5 of this Bulletin.

On December 18, 2007, the Minister of Finance also approved a regulation (the "Regulation") amending or revoking certain provisions of Regulation 1015 of the Revised Regulations of Ontario, 1990 made under the Securities Act in connection with the Rule. This Regulation was filed as O. Reg. 589/07 on December 21, 2007 and published in The Ontario Gazette on January 5, 2008. The Regulation is also published in Chapter 9 of this Bulletin. The Regulation came into force on February 1, 2008, when the Rule came into force.

February 1, 2008