The Alberta Gazette. Part I. Vol. 101 Edmonton, Monday, August 15, 2005 No. 15 PROCLAMATION

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1 The Alberta Gazette Part I Vol. 101 Edmonton, Monday, August 15, 2005 No. 15 PROCLAMATION [GREAT SEAL] CANADA PROVINCE OF ALBERTA Norman Kwong, Lieutenant Governor. ELIZABETH THE SECOND, by the Grace of God, of the United Kingdom, Canada, and Her Other Realms and Territories, QUEEN, Head of the Commonwealth, Defender of the Faith To all to Whom these Presents shall come P R O C L A M A T I O N G R E E T I N G WHEREAS section 130 of the Family Law Act provides that that Act comes into force on Proclamation; and WHEREAS it is expedient to proclaim the Family Law Act, except sections 113(4) and (5) and 114(2), (4), (6) and (7)(b), in force: NOW KNOW YE THAT by and with the advice and consent of Our Executive Council of Our Province of Alberta, by virtue of the provisions of the said Act hereinbefore referred to and of all other power and authority whatsoever in Us vested in that behalf, We have ordered and declared and do hereby proclaim the Family Law Act, except sections 113(4) and (5) and 114(2), (4), (6) and (7)(b) in force on October 1, IN TESTIMONY WHEREOF We have caused these Our Letters to be made Patent and the Great Seal of Our Province of Alberta to be hereunto affixed. WITNESS: THE HONOURABLE NORMAN L. KWONG, Lieutenant Governor of Our Province of Alberta, in Our City of Edmonton in Our Province of Alberta, this 26th day of July in the Year of Our Lord Two Thousand Five and in the Fifty-fourth Year of Our Reign. BY COMMAND Ron Stevens, Provincial Secretary.

2 APPOINTMENTS (Provincial Court Act) Designation of Assistant Chief Judge August 1, 2005 The Honourable Judge Jack Gordon Easton The above appointment is for a five-year term. RESIGNATIONS & RETIREMENTS (Justice of the Peace Act) Resignation of Justice of the Peace June 14, 2005 Kayla Hesse of Calgary Naomi Cohen of Calgary Priscilla Crowchild of Calgary July 11, 2005 Diane Cleland of Calgary GOVERNMENT NOTICES Agriculture, Food and Rural Development Form 15 (Irrigation Districts Act) (Section 88) Notice to Irrigation Secretariat: Change of Area of an Irrigation District On behalf of the Bow River Irrigation District, I hereby request that the Irrigation Secretariat forward a certified copy of this notice to the Registrar for Land Titles for the purposes of registration under Section 22 of the Land Titles Act and arrange for notice to be published in the Alberta Gazette. The following parcels of land should be added to the irrigation district and the notation added to the certificate of title:

3 LINC Number Short Legal Description as shown on title Title Number South West W4M North East W4M I certify the procedures required under part 4 of the Irrigation Districts Act have been completed and the area of the Bow River Irrigation District should be changed according to the above list. Notice to Irrigation Secretariat: Change of Area of an Irrigation District Laurie Hodge, Office Manager, Irrigation Secretariat. On behalf of the St. Mary River Irrigation District, I hereby request that the Irrigation Secretariat forward a certified copy of this notice to the Registrar for Land Titles for the purposes of registration under Section 22 of the Land Titles Act and arrange for notice to be published in the Alberta Gazette. The following parcels of land should be removed from the irrigation district and the notation removed from the certificate of title: LINC Number Short Legal Description as shown on title Title Number ;6;12;11;SW I certify the procedures required under part 4 of the Irrigation Districts Act have been completed and the area of the St. Mary River Irrigation District should be changed according to the above list. Notice to Irrigation Secretariat: Change of Area of an Irrigation District Laurie Hodge, Office Manager, Irrigation Secretariat. On behalf of the Western Irrigation District, I hereby request that the Irrigation Secretariat forward a certified copy of this notice to the Registrar for Land Titles for the purposes of registration under Section 22 of the Land Titles Act and arrange for notice to be published in the Alberta Gazette

4 The following parcels of land should be removed from the irrigation district and the notation removed from the certificate of title: LINC Number Short Legal Description as shown on title Title Number ;5; ;4; ;5; ;5; ;3; ;9; ;5; I certify the procedures required under part 4 of the Irrigation Districts Act have been completed and the area of the Western Irrigation District should be changed according to the above list. Laurie Hodge, Office Manager, Irrigation Secretariat. Community Development Order Designating Provincial Historic Resource (Historical Resources Act) File: Des I, Gary G. Mar, Minister charged with the administration of the Historical Resources Act, R.S.A C. H-9, do hereby: 1. Pursuant to section 20, subsection (1) of that Act, designate the site known as: Alequiers, comprising; a 1901 log residence with 1920 addition; furnishings and objects directly associated with Ted and Janet Schintz; a 1920s log horse barn; a 1920s log ice house; a well; a hillside dugout/root cellar; a hayfield; a vegetable garden area; landscape elements including flower beds, a stone fish pond and tree plantings, together with the land legally described as: Portion of Descriptive Plan , Block 1, Lot 1 As shown on Plan Showing area required for designation of historic site (Alequiers Provincial Historic Resource)

5 Excepting thereout all mines and minerals and municipally located in the Municipal District of Foothills, near Longview, Alberta as a Provincial Historic Resource, 2. Give notice that pursuant to section 20, subsection (9) of that Act, no person shall destroy, disturb, alter, restore, or repair any Provincial Historic Resource or remove any historic object from a Provincial Historic Resource without the written approval of the Minister. 3. Further give notice that the following provisions of section 20, subsections (11) and (12) of that Act now apply in case of sale or inheritance of the above mentioned resource: (11) the owner of an historic resource that is subject to an order under subsection (1) shall, at least 30 days before any sale or other disposition of the historic resource, serve notice of the proposed sale or other disposition on the Minister, (12) when a person inherits an historic resource that is subject to an order under subsection (1), that person shall notify the Minister of the inheritance within 15 days after the historic resource is transferred to the person. Signed at Edmonton, July 13, Order Designating Provincial Historic Resource (Historical Resources Act) Gary G. Mar, Minister. File: Des I, Gary G. Mar, Minister charged with the administration of the Historical Resources Act, R.S.A C. H-9, do hereby: 1. Pursuant to section 20, subsection (1) of that Act, designate the site known as the Canadian Northern Railway Station Building and Roundhouse Site Complex, together with the land legally described as:

6 Meridian 4, Range 20, Township 35, Section 26 all that portion of the south half described as follows: bounded on the northeast of the south westerly limit of Fourth Street South as shown on Subdivision Plan 1482 CL; bounded on the southeast by the north westerly limit of Road Plan 2484 EU; bounded on the south by the southern boundary of said Section 26 and bounded on the northwest by a line drawn parallel to and 672 feet perpendicularly distant north westerly from the north westerly limit of the station grounds as shown on Railway Plan 8493 AI, containing 10.5 hectares (26 acres) more or less. Excepting thereout: Hectares Acres (more or less) A) Plan Road B) Plan Subdivision Excepting thereout all mines and minerals and the right to work the same. Plan Big Valley Area (A) (Railway Roundhouse) containing hectares, more or less. Excepting thereout all mines and minerals. and municipally located at Big Valley, Alberta as a Provincial Historic Resource, 2. Give notice that pursuant to section 20, subsection (9) of that Act, no person shall destroy, disturb, alter, restore, or repair any Provincial Historic Resource or remove any historic object from a Provincial Historic Resource without the written approval of the Minister. 3. Further give notice that the following provisions of section 20, subsections (11) and (12) of that Act now apply in case of sale or inheritance of the above mentioned resource: (11) the owner of an historic resource that is subject to an order under subsection (1) shall, at least 30 days before any sale or other disposition of the historic resource, serve notice of the proposed sale or other disposition on the Minister, (12) when a person inherits an historic resource that is subject to an order under subsection (1), that person shall notify the Minister of the inheritance within 15 days after the historic resource is transferred to the person. Signed at Edmonton, July 20, Gary G. Mar, Minister

7 Environment Hosting Expenses Exceeding $ For the quarter ending June 30, 2005 Function: Annual Mutual Issues Meeting Purpose: Annual Mutual Issues meeting between the cities of Edmonton and Calgary, and Southern and Northern Region management teams. To bring forward and share new policies, issues that effect the four parties. Amount: $ Date: March 17, 2005 Location: Calgary Function: Workshop on reviewing specific oil sands projects Purpose: To provide Federal/Provincial Review Team a clear understanding of the respective mandates and legislative needs involved in reviewing specific oil sands projects. Amount: $1, Date: March 23, 2005 Location: Edmonton Function: Climate Change and Genetic Resources workshop organized by Alberta Forest Genetic Resources Council Purpose: Alberta Environment sponsored this event as a Climate Change Adaptation activity with an educational and outreach and stakeholder engagement focus. Amount: $ Date: April 13, 2005 Location: Edmonton Function: Environmental Leader s Forum Purpose: Environmental Leaders Forum with various stakeholders. Amount: $2, Date: April 20, 2005 Location: Edmonton Function: Electricity Project Team meeting Purpose: Meeting of the Advisory group to communicate updates and progress on recommendations. Amount: $ Date: May 6, 2005 Location: Calgary Function: Alberta Water Council meeting Purpose: To discuss water management issues with the stakeholders. Amount: $ Date: May 6, 2005 Location: Ft. McMurray

8 Function: International Climate Change workshop Purpose: Workshop to consolidate the Alberta approach to international climate change. Amount: $1, Date: May 31, 2005 Location: Edmonton Infrastructure and Transportation Sale or Disposition of Land (Government Organization Act) Name of Purchaser: The City of Red Deer Consideration: $1.00 plus a Storm Off-Site Levy credit of $622,000 to be applied to no less than 115 acres. Land Description: Plan , Block 1, Lot 1PUL (Public Utility Lot) excepting thereout all mines and minerals. Justice Hosting Expenses Exceeding $ For the period April 1 to June 30, 2005 Purpose/Function: Justice Policy Advisory Committee Meeting Date: April 27, 2005 Amount: $1, Location: Edmonton, Alberta Municipal Affairs Hosting Expenses Exceeding $ For the period April 1, 2005 to June 30, 2005 Function: Alberta Association of Municipal Districts and Counties (AAMD & C) 2005 Spring Convention Minister s Open House Date: April 5, 2005 Amount: $3, Location: Edmonton, Alberta Purpose: To promote the relationship with elected officials in municipalities from across the province

9 Function: Standards Council of Canada (SCC) Information Forum Date: April 27, 2005 Amount: $1, Location: Edmonton, Alberta Purpose: To host a standardization information forum wherein the various jurisdictions are given the opportunity to share their respective mandated standards and regulations. Representatives can become better familiarized with how the standards relate to their areas, and gain a better appreciation of the value of utilizing and supporting standardization. Function: Dinner held during The 85th Meeting of the Canadian National Committee of the International Electrotechnical Commission Date: May 2, 2005 Amount: $1, Location: Edmonton, Alberta Purpose: To provide participants an opportunity to network and share experiences. Alberta Beef was the main menu item to promote Alberta s beef industry. Function: Council of Canadian Fire Marshals and Fire Commissioners Annual Conference Date: July 9-14, 2005 Amount: $10, Location: Calgary, Alberta Purpose: To support members in their efforts to minimize losses from fire. Function: 2005 Assessment Review Board Training Date: May 11, 2005 Amount: $ Location: Vermilion, Alberta Purpose: To introduce the Assessment Review Board members and clerks to their roles and responsibilities within the assessment and property tax system in Alberta. Alberta Securities Commission Amendments to Alberta Securities Commission (General) Rules (Effective September 14, 2005) (Securities Act) Made as a rule by the Alberta Securities Commission on June 8, 2005 pursuant to sections 223 and 224 of the Securities Act

10 AMENDMENTS TO ALBERTA SECURITIES COMMISSION RULES (GENERAL) (Effective September 14, 2005) PART 1 AMENDMENTS TO ALBERTA SECURITIES COMMISSION RULES (GENERAL) 1.1 Amendment - The Alberta Securities Rules (General) are amended by; (a) repealing sections 65, 66, 66.1, 66.2, 70, 122, 122.1, 122.2, and 126. (b) amending section 4 by (i) striking Multilateral Instrument Resale of Securities and substituting National Instrument Resale of Securities in the introduction and in clause (f); and (ii) striking pursuant to section 131(1) of the Act in subclause (ii) of section 4(f) and substituting under an exemption referred to in these Rules. (c) adding the following provision before section 69: 68.1 Registration exemption for exempt purchaser - The dealer registration requirement does not apply to a trade of a security if the party purchasing as principal is recognized by the Commission as an exempt purchaser. (d) adding the following after section 69: 69.1 Registration exemption for promoter - The dealer registration requirement does not apply to a trade by an issuer in securities of its own issue with a promoter of the issuer or by a promoter of an issuer in securities of the issuer with another promoter of the issuer Registration exemption for issuers under the Rural Utilities Act - The dealer registration requirement does not apply to a trade of a voting security of a corporation to which the Rural Utilities Act applies Registration exemption for cooperative membership shares - The dealer registration requirement does not apply to a trade of membership shares, including member loans deemed to be membership shares as defined in the Cooperatives Act, issued by a cooperative to which that Act applies, if the aggregate acquisition cost for membership shares and member loans (a) for the first 18 months following incorporation is not greater than $10,000 per member and not more than $1,000 of that amount is payable for membership shares, and

11 (b) in any subsequent year is not greater than (i) $5,000 for cooperatives with 100 members or less, or (ii) $2,500 cooperatives with more than 100 members Registration exemption for cooperative investment shares - The dealer registration requirement does not apply to a trade in investment shares as defined in the Cooperatives Act, issued by a cooperative pursuant to that Act, other than a cooperative under Division 1 or 4 of Part 18 of that Act, if (a) the investment shares are purchased only by members of the cooperative who have been members of the cooperative for at least 12 months before the share purchase, and (b) the aggregate acquisition cost to the members in any one year is not greater than (i) $10,000 for cooperatives with 100 members or less, or (ii) $5,000 for cooperatives with more than 100 members Transitional: exemption of trades (1) In this section, (a) "eligible party" means, (i) with respect to a trade in a previously traded section 86(1)(y) security, (A) in the case of a person or company disposing of a previously traded section 86(1)(y) security, the person or company that holds that security, and (B) in the case of a person or company acquiring a previously traded section 86(1)(y) security, a person or company that already holds or has held a previously traded section 86(1)(y) security of the kind that is being acquired; (ii) with respect to a trade in a previously traded section 86(1)(z) security, (A) in the case of a person or company disposing of a previously traded section 86(1)(z) security, the person or company that holds that security, and

12 (B) in the case of a person or company acquiring a previously traded section 86(1)(z) security, a person or company that already holds or has held a previously traded section 86(1)(z) security of the kind that is being acquired; (b) "previously traded section 86(1)(y) security" means a security that was traded pursuant to the exemption contained in section 86(1)(y) prior to the repeal of that provision by section 9 of the Securities Amendment Act, 2003; (c) "previously traded section 86(1)(z) security" means a security that was traded pursuant to the exemption contained in section 86(1)(z) prior to the repeal of that provision by section 9 of the Securities Amendment Act, (2) The dealer registration requirement does not apply to the following trades in securities: (a) with respect to a previously traded section 86(1)(y) security, a trade in that security if all the parties to that trade are eligible parties; (b) with respect to a previously traded section 86(1)(z) security, a trade in that security if all the parties to that trade are eligible parties. (3) Section 86(2) of the Act, as it existed prior to its repeal by section 14 of the Securities Amendment Act, 2005, applies to subsection (2) of this section in the same manner as it applied to section 86(1) prior to the repeal of that provision by section 14 of the Securities Amendment Act, (e) adding the following provisions before section Prospectus exemption for exempt purchaser - The prospectus requirement does not apply to a distribution of a security if the party purchasing as principal is recognized by the Commission as an exempt purchaser Prospectus exemption for promoter - The prospectus requirement does not apply to a trade by an issuer in securities of its own issue with a promoter of the issuer or by a promoter of an issuer in securities of the issuer with another promoter of the issuer Prospectus exemptions for cooperatives and corporations under the Rural Utilities Act - The prospectus requirement does not apply to a distribution of securities referred to in sections 69.2, 69.3 and 69.4 of the Rules

13 Transitional: exemption of trades (1) In this section, (a) "eligible party" means, (i) with respect to a trade in a previously traded section 131(1)(q) security, (A) in the case of a person or company disposing of a previously traded section 131(1)(q) security, the person or company that holds that security, and (B) in the case of a person or company acquiring a previously traded section 131(1)(q) security, a person or company that already holds or has held a previously traded section 131(1)(q) security of the kind that is being acquired; (ii) with respect to a trade in a previously traded section 131(1)(r) security, (A) in the case of a person or company disposing of a previously traded section 131(1)(r) security, the person or company that holds that security, and (B) in the case of a person or company acquiring a previously traded section 131(1)(r) security, a person or company that already holds or has held a previously traded section 131(1)(r) security of the kind that is being acquired; (b) "previously traded section 131(1)(q) security" means a security that was traded pursuant to the exemption contained in section 131(1)(q) prior to the repeal of that provision by section 13 of the Securities Amendment Act, 2003; (c) "previously traded section 131(1)(r) security" means a security that was traded pursuant to the exemption contained in section 131(1)(r) prior to the repeal of that provision by section 13 of the Securities Amendment Act, (2) The prospectus requirement does not apply to the following distributions: (a) with respect to a previously traded section 131(1)(q) security, a trade in that security if all the parties to that trade are eligible parties;

14 (b) with respect to a previously traded section 131(1)(r) security, a trade in that security if all the parties to that trade are eligible parties. (3) Section 131(2) of the Act, as it existed prior to its repeal by section 19 of the Securities Amendment Act, 2005, applies to subsection (2) of this section in the same manner as it applied to section 131(1) prior to the repeal of that provision by section 19 of the Securities Amendment Act, (f) repealing and restating section as follows: Offering memorandum required for exempt purchaser and minimum amount investment exemptions (1) If any document purporting to describe the business and affairs of the issuer and prepared for review by prospective purchasers to assist in making an investment decision in respect of the securities being sold is delivered to a purchaser under section of the Rules or section 2.10 of National Exemption Prospectus and Registration Exemptions (NI ), in respect of an offering commenced on or after September 14, 2005, the issuer must deliver to the purchaser, at the same time or before the purchaser signs the agreement to purchase the security, an offering memorandum in a form that (a) complies with sections 2.9 (10) to (13) and 6.4 of NI , or (b) includes (i) the certificate required by section 2.9(10) to (13) and (ii) a statement describing the rights of actions provided by section 204 of the Act and the time limits specified by section 211 of the Act in which an action to enforce a right under section 204 must be commenced. (2) Subsection (1) does not apply if the documents delivered consist only of one or more of the following (a) an annual report, annual information form, interim report, (b) information circular, take-over bid circular, issuer bid circular, prospectus, or (c) continuous disclosure document, the content of which is prescribed by Alberta securities law, that has been filed

15 (3) The issuer must update the offering memorandum and any required update of a previously filed offering memorandum on or before the 10th day after each distribution under the offering memorandum or an update of the offering memorandum. (g) repealing and restating section as follows: Offering memorandum filing requirements - An issuer that delivered an offering memorandum under (a) section of the Rules, (b) section 2.10 of NI , (c) section of the Rules, as it existed prior to its repeal on September 14, 2005, (d) section 131(c) of the Act as it existed prior to its repeal by section 19 of the Securities Amendment Act, 2005, or (e) section 131(d), (q), (r), (s), (t) or (bb) of the Act, as they existed prior to their repeal by section 13 of the Securities Amendment Act, 2003, must file a copy of the offering memorandum and any required update of a previously filed offering memorandum on or before the 10th day after each distribution under the offering memorandum or an update of the offering memorandum. (h) repealing and restating section as follows: Report of exempt distribution - An issuer that makes a distribution under section must, on or before the 10th day following completion of the distribution, file a report in accordance with Form F1 Report of Exempt Distribution. (i) repealing and restating section as follows: Transitional provision re report of exempt distribution (1) An issuer that makes a distribution under (a) section 131(1)(a), (d), (q), (r), (s), (t), (u), or (bb) of the Act, as they existed prior to their repeal by section 13 of the Securities Amendment Act, 2003, (b) section 131(b), (c), (l) or (m) of the Act, as they existed prior to their repeal by section 19 of the Securities Amendment Act, 2005,

16 PART 2 EFFECTIVE DATE (c) section 122(d) or of the Rules as they existed prior to their repeal on September 14, 2005, must, on or before the 10th day following completion of the distribution, file a report in accordance with Form F1 Report of Exempt Distribution. 2.1 Effective Date - These amendments are effective September 14, Amended and Restated Rule Trade with RESP (Effective September 14, 2005) (Securities Act) Made as a rule by the Alberta Securities Commission on June 8, 2005 pursuant to sections 223 and 224 of the Securities Act. ALBERTA SECURITIES COMMISSION Rule Trade with RESP (Amended and restated effective September 14, 2005) PART 1 RESTATED ASC RULE Restatement - Alberta Securities Commission Rule Trade with RRSP, RRIF or RESP has been restated to apply solely to RESPs: ALBERTA SECURITIES COMMISSION RULE TRADE WITH RESP (incorporating amendments of September 14, 2005) PART 1 DEFINITIONS 1.1 In this Rule: (a) Beneficiary means an individual who is: (i) for the purpose of section 2.1, the beneficiary of an RESP to which a security is traded pursuant to that section; or (ii) for the purpose of section 2.2, the beneficiary of RESP which trades in a security pursuant to that section; (b) prospectus exemption means an exemption from the requirements of section 110 of the Act;

17 (c) RESP means a registered education savings plan within the meaning of the term under the Income Tax Act (Canada). PART 2 EXEMPTIONS FROM REGISTRATION AND PROSPECTUS REQUIREMENTS 2.1 Exemption for Trade to RESP by Beneficiary Sections 75 and 110 of the Act do not apply to a trade in a security that was previously acquired under a prospectus exemption and that is subject to resale restrictions under National Instrument Resale of Securities if the trade: (a) is made to an RESP by: (i) the Beneficiary; (ii) a company that is, directly or indirectly, beneficially owned and controlled solely by the Beneficiary; or (iii) another RESP of which the Beneficiary is the beneficiary; and (b) does not otherwise result in a change in the beneficial ownership of the security. 2.2 Exemption for Trade by RESP to Beneficiary Sections 75 and 110 of the Act do not apply to a trade in a security that was previously acquired under a prospectus exemption and that is subject to resale restrictions in National Instrument Resale of Securities if the trade: (a) is made by an RESP to: (i) the Beneficiary; or (ii) a company that is, directly or indirectly, beneficially owned and controlled solely by the Beneficiary; and (b) does not otherwise result in a change in the beneficial ownership of the security. 2.3 Further Trade a Distribution A further trade in a security that was previously acquired by an RESP in a trade made in reliance on the exemptions provided in section 2.1, or previously disposed of by an RESP in a trade made in reliance on the exemptions provided in section 2.2, shall be a distribution unless made in compliance with Alberta securities laws as if the person or company making the further trade had acquired the security on the date and in reliance on the prospectus exemption pursuant to which the security had been acquired by the person or company from whom the RESP acquired the security

18 PART 3 EFFECTIVE DATE 3.1 Effective Date This Rule comes into force on September 30, PART 2 EFFECTIVE DATE 2.1 Effective Date - These amendments are effective September 14, Amendments to Rule Distributions to Purchasers Outside Alberta (Effective September 14, 2005) (Securities Act) Made as a rule by the Alberta Securities Commission on June 8, 2005 pursuant to sections 223 and 224 of the Securities Act. AMENDMENTS TO ALBERTA SECURITIES COMMISSION RULE Distributions to Purchasers Outside Alberta (Effective September 14, 2005) PART 1 AMENDMENTS TO ACS RULE Amendment - Alberta Securities Commission Rule Distributions to Purchasers Outside Alberta is amended by: (a) in section 2.1, striking sections 85 and 131 and substituting sections 75 and 110, (b) in section 2.3, striking Form F4 and substituting Form F1, (c) in section 3.1, striking sections 54 and 81 and substituting sections 75 and 110, (d) in section 3.2, by striking in section 2.5 of MI and substituting in section 2.5 of National Instrument , and (e) in section 3.3, by striking Form F4 and substituting Form F1. PART 2 EFFECTIVE DATE 2.1 Effective Date - These amendments are effective September 14,

19 Amendments to National Instrument Underwriting Conflicts (Effective September 14, 2005) (Securities Act) Made as a rule by the Alberta Securities Commission on June 8, 2005 pursuant to sections 223 and 224 of the Securities Act. AMENDMENTS TO NATIONAL INSTRUMENT Underwriting Conflicts (Effective September 14, 2005) PART 1 AMENDMENTS TO NATIONAL INSTRUMENT Amendment - National Instrument Underwriting Conflicts (NI ) is amended by: (a) in clause (b) of section 3.1, striking and replacing a provision listed in Appendix B with: section 2.8 of National Instrument Resale of Securities ; (b) repealing and replacing Appendix A with: Appendix A - Exempt Securities Jurisdiction All Alberta British Columbia Manitoba Newfoundland and Labrador Nova Scotia Securities Legislation Reference Sections 2.20, 2.21, 2.34 to 2.39 of National Instrument Prospectus and Registration Exemptions Section 87(h), (h.1) and (h.2) of the Securities Act (Alberta) Section 46 of the Securities Act (British Columbia) Subsection 19(2)(g) and (h) of the Securities Act (Manitoba) Subsections 36(2)(h) and (i) of the Securities Act (Newfoundland and Labrador) Clause 41(2)(i) of the Securities Act (Nova Scotia)

20 Ontario Sections 2.4 to 2.6 of OSC Rule Prince Edward Island Quebec Saskatchewan Subsection 2(4)(f) and (g) of the Securities Act (Prince Edward Island) Section 41 of the Securities Act (Quebec) Subsection 39(2)(i) and (j) of The Securities Act, 1988 (Saskatchewan) (c) repealing Appendix B. PART 2 EFFECTIVE DATE 2.1 Effective Date - This amendment is effective September 14, Amendments to National Instrument Rights Offerings (Effective September 14, 2005) (Securities Act) Made as a rule by the Alberta Securities Commission on June 8, 2005 pursuant to sections 223 and 224 of the Securities Act. AMENDMENTS TO NATIONAL INSTRUMENT Rights Offerings (Effective September 14, 2005) PART 1 AMENDMENTS TO NATIONAL INSTRUMENT Amendment - National Instrument Rights Offerings is amended by (a) repealing the definition of acceptance date in Part 1 and substituting: "acceptance date" means (i) the date that is 10 days after the date the issuer gives the notice referred to in the rights offering prospectus exemption, or (ii) if the reviewing authority has objected to the proposed trade under the rights offering prospectus exemption, the date the reviewing authority notifies the issuer by written notice that it no longer objects to the use of the rights offering prospectus exemption; (b) repealing the definition of rights offering in Part 1 and substituting:

21 rights offering means the issuance by an issuer to existing security holders of a right to purchase additional securities of the issuer s own issue. PART 2 EFFECTIVE DATE 2.1 Effective Date - This amendment is effective September 14, Amendments to Multilateral Instrument Resale of Securities Appendix A, Appendix D and Appendix E and Appendix F (Effective September 14, 2005) (Securities Act) Made as a rule by the Alberta Securities Commission on June 8, 2005 pursuant to sections 223 and 224 of the Securities Act. AMENDMENTS TO MULTILATERAL INSTRUMENT Resale Of Securities (Effective September 14, 2005) PART 1 AMENDMENTS TO MULTILATERAL INSTRUMENT Amendment - Multilateral Instrument Resale of Securities (MI ) is amended by: (a) in MI , striking Multilateral Instrument and substituting National Instrument as follows: (i) in the title of the instrument, and (ii) in the title of Appendix B and C; (b) in section 1.1, (i) repealing the definition of former MI , (ii) repealing and replacing the definition of MI with: MI means this Instrument prior to its amendment on September 14, 2005; (iii) repealing and replacing the definition of MI with: MI means Multilateral Instrument Capital Raising Exemptions prior to its repeal on September 14, 2005; (iv) repealing and replacing the definition of MI with the following:

22 MI means Multilateral Instrument Trades to Employees, Senior Officers, Directors and Consultants prior to its repeal on September 14, 2005; (v) adding the following after the definition of multiple convertible security : NI means National Instrument Prospectus and Registration Exemptions; (vi) repealing and replacing the definition of private company with the following: private company has the same meaning as in securities legislation; (vii) repealing and replacing the definition of private issuer with: private issuer means, as the context requires, (a) a private issuer as defined in securities legislation, (b) a private issuer as defined in NI , or (c) in Ontario, for purposes of the definition of private issuer as it existed in 1998 OSC Rule (as defined in the Ontario transitional provisions in Appendix D) prior to its repeal on November 30, 2001, a person that (i) is not a reporting issuer or a mutual fund, (ii) is an issuer all of whose issued and outstanding shares (A) are subject to restrictions on transfer contained in the constating documents of the issuer or one or more agreements among the issuer and the holders of its securities; and (B) are beneficially owned, directly or indirectly, by not more than 50 persons or companies counting any two or more joint registered holders as one beneficial owner, exclusive of persons (I) that are employed by the issuer or an affiliated entity of the issuer, or

23 (II) that beneficially owned, directly or indirectly, shares of the issuer while employed by it or an affiliated entity of it and at all times since ceasing to be so employed have continued to beneficially own, directly or indirectly, at least one share of the issuer, and (iii) has not distributed any securities to the public; (viii) repealing and replacing the definition of SEDAR with: SEDAR has the same meaning as in National Instrument System for Electronic Document Analysis and Retrieval (SEDAR); (ix) adding the following after the definition of SEDAR : trade, in Quebec, has the same meaning as in NI ; and (c) amending section 2.1 by striking New Brunswick and the Yukon Territory and substituting and Yukon ; (d) amending item 3. of section 2.5 (2) by adding or on or after September 14, 2005 in Quebec, after March 30, 2004, (e) amending item 3.(a) and (b) by adding and, in Quebec, the securities regulatory authority, after regulator, (f) amending section 2.5(3) by adding and, in Quebec, the securities regulatory authority, after regulator, (g) repealing and replacing section 2.7 with: 2.7 Exemption for a Trade if the Issuer Becomes a Reporting Issuer After the Distribution Date - Item 1 of subsection 2.5(2), 2.6(3) or 2.8(2) does not apply if the issuer became a reporting issuer after the distribution date by filing a prospectus in a jurisdiction listed in Appendix B and is a reporting issuer in a jurisdiction of Canada at the time of the trade. (h) amending section 2.8 by repealing subsection (5); (i) amending section 2.9 by repealing and replacing subsection (1) with: (1) In determining the period of time that an issuer was a reporting issuer in a jurisdiction of Canada for the purposes of section 2.5, 2.6 or 2.8, if the issuer was a party to an amalgamation, merger, continuation or arrangement, the selling security holder may include the period of time that one of the parties to the amalgamation, merger, continuation or arrangement was a reporting issuer in a jurisdiction of Canada

24 immediately before the amalgamation, merger, continuation or arrangement. (j) in Form F1, (A) striking MI and substituting NI in the title and in the Notice to selling security holders - collection and use of personal information, and (B) adding the following Quebec contact information to the Notice to selling security holders - collection and use of personal information: Autorité des marchés financiers Tour de la Bourse 800 square Victoria C.P. 246, 22e étage Montréal, Québec H4Z 1G3 Attention: Responsable de l'accès à l'information (k) repealing Appendices A, D, E and F and replacing them with the attached appendices (new Appendices A, D, E and F). PART 2 EFFECTIVE DATE 2.1 Effective Date - These amendments are effective September 14, APPENDIX A TO NATIONAL INSTRUMENT RESALE OF SECURITIES CONTROL DISTRIBUTIONS JURISDICTION Alberta British Columbia Manitoba SECURITIES LEGISLATION REFERENCE Definition of "control person" in section 1(l) and subclause (iii) of the definition of "distribution" contained in section 1(p) of the Securities Act (Alberta) Paragraph (c) of the definition of "distribution" contained in section 1(1) of the Securities Act (British Columbia) Paragraph (b) of the definition of "primary distribution to the public" contained in subsection 1(1) of the Securities Act (Manitoba) Newfoundland and Labrador Clause 2(1)(l)(iii) of the Securities Act (Newfoundland and Labrador)

25 New Brunswick Northwest Territories Nova Scotia Nunavut Ontario Prince Edward Island Quebec Saskatchewan Definition of control person and clause (c) of the definition of distribution contained in subsection 1(1) of the Securities Act (New Brunswick) Definition of "control person" and paragraph (iii) of the definition of "distribution" contained in subsection 1(1) of Blanket Order No. 1 of the Registrar of Securities. Clause 2(1)(l)(iii) of the Securities Act (Nova Scotia) Definition of "control person" and paragraph (iii) of the definition of "distribution" contained in subsection 1(1) of Blanket Order No. 1 of the Registrar of Securities. Paragraph (c) of the definition of "distribution" contained in subsection 1(1) of the Securities Act (Ontario) Clause (iii) of the definition of "distribution" in section 1 of the Securities Act (Prince Edward Island) Paragraph 9 of the definition of distribution contained in section 5 of the Securities Act (Quebec) Subclauses 2(1)(r)(iii), (iv) and (v) of The Securities Act, 1988 (Saskatchewan) APPENDIX D TO NATIONAL INSTRUMENT RESALE OF SECURITIES RESTRICTED PERIOD TRADES (Section 2.3) Except in Manitoba and the Yukon, the following exemptions from the prospectus requirement in NI : subsection 2.3(2) [Accredited investor] subsection 2.5(2) [Family, friends and business associates] (except in Ontario) subsection 2.7(2) [Founder, control person and family] (Ontario) subsection 2.8(2) [Affiliates] subsection 2.9(3) [Offering memorandum] (in British Columbia, New Brunswick, Nova Scotia, and Newfoundland and Labrador) subsection 2.9(5) [Offering memorandum] (in Alberta, Manitoba, Northwest Territories, Nunavut, Prince Edward Island, Quebec and Saskatchewan)

26 subsection 2.10(2) [Minimum amount investment] subsection 2.12(2) [Asset acquisition] subsection 2.13(2) [Petroleum, natural gas and mining properties] subsection 2.14(2) [Securities for debt] subsection 2.19(2) [Additional investment in investment funds] subsection 2.30(2) [Isolated trade by issuer] subsection 2.40(2) [RRSP/RRIF], if the security acquired under section 2.40 was initially acquired by an individual or an associate of the individual or an RRSP or RRIF established for or by that individual or under which that individual is a beneficiary under (a) one of the exemptions listed above, (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of this Instrument, or (c) an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.5 of MI subsection 2.42(3) [Conversion, exchange or exercise] if the security acquired in the circumstances referred to in clause (a) of subsection 2.42 (1) was acquired in accordance with the terms and conditions of a previously issued security under (a) one of the exemptions listed above, (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of this Instrument, or (c) an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.5 of MI section 5.2 [TSX Venture exchange offering], if the security acquired under section 5.2 was acquired by (a) a purchaser that, at the time the security was acquired, was an insider or promoter of the issuer of the security, the issuer s underwriter, or a member of the underwriter s professional group (as defined in National Instrument Underwriting Conflicts), or (b) any other purchaser who purchases securities in excess of $40,000. as well as the following local exemptions from the prospectus requirement: section 3.1 of Alberta Securities Commission Rule Distributions to Purchasers Outside Alberta clauses 77(1)(u) and (w) and subclauses 77(1)(ab)(ii) and (iii) of the Securities Act (Nova Scotia) an exemption from the prospectus requirement in a jurisdiction of Canada that specifies that the first trade is subject to section 2.5 of NI

27 Transitional Provisions 1. General: An exemption from the prospectus requirement listed in Appendix D of MI in effect on March 30, 2004 or an exemption from the prospectus requirement that specified prior to September 14, 2005 that the first trade was subject to section 2.5 of MI The exemptions listed in Appendix D on March 30, 2004 were: Sections 131(1)(b), (c), (l), and (m) of the Securities Act (Alberta) Section 122(d) and of the Alberta Securities Commission Rules, section 3.1 of Alberta Securities Commission Rule Distributions to Purchasers Outside Alberta, subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI Section 131(1)(f)(iii) of the Securities Act (Alberta), if the right to purchase, convert or exchange was previously acquired under one of the above-listed exemptions under the Securities Act (Alberta), the Alberta Securities Commission Rules or MI , or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI Sections 74(2)(1) to (6), (16), (18), (19), (23) and (25) of the Securities Act (British Columbia) Sections 128(a), (b), (c), (e), (f) and (h) of the Securities Rules (British Columbia) and subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI Sections 74(2)(11)(ii), 74(2)(11)(iii) and 74(2)(13) of the Securities Act (British Columbia) if the security acquired by the selling security holder or the right to purchase, convert or exchange or otherwise acquire, was initially acquired by a person or company under any of the sections of the Securities Act (British Columbia), the Securities Rules (British Columbia) or MI referred to in this Appendix, or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI Section 74(2)(12) of the Securities Act (British Columbia) if the security acquired by the selling security holder under the realization on collateral was initially acquired by a person or company under any of the sections of the Securities Act (British Columbia), the Securities Rules (British Columbia) or MI referred to in this Appendix, or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI

28 Clauses 54(3)(f) and (g) and 73(1)(a), (b), (c), (d), (h), (l), (m), (p) and (q) of the Securities Act (Newfoundland and Labrador), subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI , or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI Subclause 73(1)(f)(iii) of the Securities Act (Newfoundland and Labrador) if the right to purchase, convert or exchange was previously acquired under one of the above listed exemptions under the Securities Act (Newfoundland and Labrador) or MI , or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI Paragraphs 3(a), (b), (c), (k), (l), (m), (r), (s), (t), (u), (w) and (z) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories), subsections 3.1(2), 4.1(2), 4.1(4), 5.1(2) of MI or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI Subparagraph 3(e)(iii) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories) if the right to purchase, convert or exchange was previously acquired under one of the above-listed exemptions under Blanket Order No. 1 of the Registrar of Securities (Northwest Territories) or MI , or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI Clauses 77(1)(a), (b), (c), (d), (l), (m), (p), (q), (u), (w), (y), (ab) and (ad) of the Securities Act (Nova Scotia), subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI Subclause 77(1)(f)(iii) of the Securities Act (Nova Scotia) if the right to purchase, convert or exchange was previously acquired under one of the above listed exemptions under the Securities Act (Nova Scotia) or MI , or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI Paragraphs 3(a), (b), (c), (k), (l), (m), (r), (s), (t), (u), (w) and (z) of Blanket Order No.1 of the Registrar of Securities (Nunavut), subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI or an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI Subparagraph 3(e)(iii) of Blanket Order No.1 of the Registrar of Securities (Nunavut) if the right to purchase, convert or exchange was previously acquired under one of the above-listed exemptions under Blanket Order No. 1 of the Registrar of Securities (Nunavut) or MI , or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI

29 Clauses 13(1)(a), (b), (c), (g) and (i) of the Securities Act (Prince Edward Island), subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI Subclause 13(1)(e)(iii) of the Securities Act (Prince Edward Island) if the right to purchase, convert or exchange was previously acquired under one the abovelisted exemptions under the Securities Act (Prince Edward Island) or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI Clauses 81(1)(a), (b), (c), (d), (m), (n), (s), (t), (v), (w), (z), (bb) and (ee) of The Securities Act, 1988 (Saskatchewan) and subsections 3.1(2), 4.1(2), 4.1(4), and 5.1(2) of MI or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI Subclauses 81(1)(f)(iii) and (iv) of The Securities Act, 1988 (Saskatchewan) if the convertible security, exchangeable security or multiple convertible security was acquired under one of the exemptions of The Securities Act, 1988 (Saskatchewan) or MI referred to in this Appendix or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI Clause 81(1)(e) of The Securities Act, 1988 (Saskatchewan) if the person or company from whom the securities were acquired obtained the securities under one of the exemptions of The Securities Act, 1988 (Saskatchewan) referred to in this Appendix 2. Quebec Provisions Sections 43, 47, 48 and 51 of the Securities Act (Quebec) as they read prior to their amendment or repeal by section 7 and 8 of An Act to amend the Securities Act and other legislative provisions Prospectus and registration exemptions granted pursuant to section 263 of the Securities Act (Quebec) before March 30, 2004 if the exemption included as a condition a restricted period of 12 months 3. Ontario Provisions Definitions In this Appendix 1998 OSC Rule means the Ontario Securities Commission Rule Exempt Distributions that came into force on December 22, 1998; 2001 OSC Rule means the Ontario Securities Commission Rule Exempt Distributions that came into force on November 30, 2001; 2004 OSC Rule means the Ontario Securities Commission Rule Exempt Distributions that came into force on January 12, 2004;