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The Alberta Gazette
Part I
Vol. 104	Edmonton, Thursday, January 31, 2008	No. 2
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
P R O C L A M A T I O N
To OUR FAITHFUL, the MEMBERS elected to serve in the Legislative Assembly of 
Our Province of Alberta and to each and every one of you
G R E E T I N G
Terrence (Terry) Matchett, Deputy Minister of Justice and 
Deputy Attorney General
WHEREAS it is Our will and pleasure by and with the advice and consent of Our 
Executive Council of Our Province of Alberta to prorogue the Third Session of the 
Twenty-sixth Legislature of Alberta
WE DO hereby prorogue, effective February 3, 2008, the said Legislature; and
WHEREAS it is deemed expedient for certain causes and considerations to convene 
the Legislative Assembly of Our Province of Alberta for the Fourth Session of the 
Twenty-sixth Legislature, WE DO WILL that you and each of you, and all others in 
this behalf interested, on Monday, the 4th day of February, 2008, at the hour of 
THREE o'clock in the afternoon, at Our City of Edmonton, personally be and appear, 
for the despatch of business, to treat, act, do and conclude upon those things which, in 
the Legislature of Our Province of Alberta, by the Common Council of Our said 
Province, may, by the favour of God, be ordained.:
HEREIN FAIL NOT
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 
16th day of January in the Year of Our Lord Two Thousand Eight and in the Fifty-
sixth Year of Our Reign.
BY COMMAND	Ron Stevens, Provincial Secretary.
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
P R O C L A M A T I O N
To all to Whom these Presents shall come
G R E E T I N G
Terrence (Terry) Matchett, Deputy Minister of Justice and 
Deputy Attorney General
WHEREAS section 62 of the Securities Amendment Act, 2006 provides that that Act 
comes into force on Proclamation; and
WHEREAS it is expedient to proclaim sections 33, 34, 35, 36, 39, 47 and 49(b) of 
the Securities Amendment Act, 2006 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 sections 33, 34, 
35, 36, 39, 47 and 49(b) of the Securities Amendment Act, 2006 in force on February 
1, 2008.
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 
16th day of January in the Year of Our Lord Two Thousand Eight and in the Fifty-
sixth Year of Our Reign.
BY COMMAND	Ron Stevens, Provincial Secretary.
RESIGNATIONS & RETIREMENTS
(Justice of the Peace Act)
Resignation of Justice of the Peace
September 1, 2004 
Kucharski, Joseph Lee of Edmonton
December 22, 2004 
McGrath, Wanda Lee of Fort McMurray
May 4, 2007 
Crowchild, Roxanne Lorraine of Calgary
August 15, 2007 
Dash, Beverly, of Medicine Hat
November 30, 2007 
Chernecki, Lena Jane Ruth of Calgary
December 21, 2007 
Johnson, Amanda Michelle of Lethbridge
December 31, 2007 
Renouf, Philipia Bates, of Edmonton
January 1, 2008 
DeGroot, Karen Diane of Stony Plain
January 4, 2008 
Weir, Kimberly Marie of Lethbridge
January 7, 2008 
Farley, Donna Marie of Edmonton
ORDERS IN COUNCIL
O.C. 588/2007
(Wilderness Areas, Ecological Reserves, Natural Areas and Heritage 
Rangelands Act)
Approved and ordered: 
Norman Kwong 
Lieutenant Governor.	December 19, 2007
	The Lieutenant Governor in Council 
1	amends Order in Council numbered O.C. 454/71, which sets aside certain 
lands for use as natural areas by striking out the heading "SEVENTHLY:" and the 
land legally described under that heading and substituting the following:
	SEVENTHLY:
    	All those parcels or tracts of land, situate, lying and being in the fifty-
sixth (56) township, in the twenty-first (21) range, west of the fourth (4) 
meridian, in the Province of Alberta, Canada, and being composed of:
    	The south half of section twenty-two (22), the north east quarter of section 
twenty-three (23) and the north west quarter of section twenty-four (24) of the 
said township.
    	The lands herein described contain two hundred fifty-nine and forty-one 
hundredths (259.41) hectares (641.00 acres), more or less.
2	amends the Natural Areas Designation Order numbered O.C. 416/98 by 
repealing clause (o) and Schedule 15.
Ed Stelmach, Chair.
GOVERNMENT NOTICES
Agriculture and Food
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:
LINC Number
Short Legal Description as shown on title
Title Number
0022 376 792
NE 22-12-17-W4M
061 468 851
0032 363 913
SW 13-13-17-W4M
071 188 905 +2
0030 518 626
NE 14-15-19-W4M
071 178 334
0020 317 244
NW 26-13-17-W4M
071 167 896
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.
Len Ring, Director,
		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 added to the irrigation district and the 
notation added to the certificate of title:
LINC Number
Short Legal Description as shown on title
Title Number
0022 782 122
4;11;9;35;NW
991 050 851
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.
Len Ring, Director,
		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.
The following parcels of land should be added to the irrigation district and the 
notation added to the certificate of title:
LINC Number
Short Legal Description as shown on title
Title Number
0021 955 811
4;24;26;9;NW
961 209 888 +1
0021 886 171
4;25;23;21;SE
741 083 530
0026 354 340
4;25;22;18;SE
951 063 682
0030 931 604
0510520;2;1
051 050 546
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.
Len Ring, Director,
		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.
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
0014 320 551
8010030;8;4
071 509 589
0027 168 699
9711654;5;30
071 352 214
0010 515 544
8010030;7;34
071 567 704
0027 600 345
9812349;3;5
071 599 290
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.
		Len Ring, Director, 
		Irrigation Secretariat.

Executive Council
Hosting Expenses Exceeding $600.00 
For the period ending December 31, 2007
Purpose: Capital Region Integrated Growth Management Project - Implementation 
Committee meeting 
Date: September 27, 2007 
Location: Edmonton, Alberta 
Amount: $1,560.05
Purpose: Official Visit of Honourable Brian Schweitzer, Governor of Montana and 
Delegation 
Date: October 29, 2007 
Location: Edmonton, Alberta 
Amount: $1,282.75
Purpose: Official Visit of His Excellency Gabriele Sardo, Ambassador of the Italian 
Republic  
Date: October 29, 2007 
Location: Edmonton, Alberta 
Amount: $915.40
Purpose: Capital Region Integrated Growth Management Project - Implementation 
Committee meeting  
Date: October 31, 2007 
Location: Edmonton, Alberta 
Amount: $1,647.55
Purpose: Official Visit of Mr. Tong-mo Suh, Consul General for the Republic of 
Korea 
Date: November 7,  2007 
Location: Edmonton, Alberta 
Amount: $1,317.90
Purpose: Junior League Reception for the Christmas Tour of Homes 
Date: November 23-25, 2007 
Location: Edmonton, Alberta 
Amount: $2,625.00
Finance
Certificate of Registration
(Loan and Trust Corporations Act)
Notice is hereby given that a Certificate of Registration was issued to Alliance Trust 
Company effective January 15, 2008.
	J.T. Flett 
 	Deputy Superintendent 
	Financial Institutions
Legislative Assembly
Time Limit for Receiving Petitions for Private Bills
4th Session	26th Legislature
TAKE NOTICE that the time limit for receiving petitions for Private Bills, together 
with all fees and documents required under the Standing Orders of the Legislative 
Assembly, expires unconditionally on Tuesday, February 19, 2008.
W. J. David McNeil 
Clerk of the Legislative Assembly 
Province of Alberta
Office of the Chief Electoral Officer
Notice: Appointment of Returning Officers
Edmonton, January 14, 2008
Notice is hereby given that pursuant to Section 9(1) of the Election Act, the following 
persons have been appointed as Returning Officers for their respective electoral 
divisions for the purpose of or in connection with elections, enumerations and 
plebiscites under the Election Act, and plebiscites under the Liquor Control Act.
Electoral Division
Returning Officer
Residence



01 Dunvegan-Central Peace
Larry Chorney
Fairview
02 Calgary-Bow
Sylvia Langlois
Calgary
04 Calgary-Cross
Walter Clarke
Calgary
06 Calgary-East
Le-Ann Lundgren
Calgary
07 Calgary-Egmont
Doreen Green
Calgary
09 Calgary-Fish Creek
David McIntyre
Calgary
10 Calgary-Foothills
Merilyn O'Bryan
Calgary
11 Calgary-Fort
Sheila Cooper
Calgary
12 Calgary-Glenmore
E `lizabeth Evans
Calgary
14 Calgary-Lougheed
Huntley O'Neill
Calgary
15 Calgary-Mackay
Joyce Dunlop
Calgary
16 Calgary-McCall
Shirley Barwise
Calgary
17 Calgary-Montrose
Lynn Warkentin
Calgary
20 Calgary-North West
Donald Severs
Calgary
21 Calgary-Nose Hill
Yvonne Armstrong
Calgary
22 Calgary-Shaw
Shauna Hunter
Calgary
23 Calgary-Varsity
Mary Lou Robertson
Calgary
24 Calgary-West
Barry Whistlecraft
Calgary
25 Edmonton-Beverly-Clareview
Roger Poloway
Edmonton
26 Edmonton-Calder
Verna Acton
Edmonton
27 Edmonton-Castle Downs
Elizabeth Burk
Edmonton
28 Edmonton-Centre
Rochelle Marshall
Edmonton
29 Edmonton-Decore
William Maxim
Edmonton
31 Edmonton-Glenora
Kimberley Davis
Edmonton
32 Edmonton-Gold Bar
William (Larry) 
Kehoe
Edmonton
36 Edmonton-Meadowlark
Donald McCallum
Edmonton
38 Edmonton-Mill Woods
Adoracion Gonzales
Edmonton
40 Edmonton-Rutherford
David (Jeff) 
Thompson
Edmonton
41 Edmonton-Strathcona
Leslie L. Silver
Edmonton
42 Edmonton-Whitemud
Earl Nent
Edmonton
43 Airdrie-Chestermere
Donald Thomas
Airdrie
45 Banff-Cochrane
Susann Britton
Canmore
46 Barrhead-Morinville-Westlock
Clement Fagnan
Westlock
47 Battle River-Wainwright
Doreen Anderson
Wainwright
48 Bonnyville-Cold Lake
Robert Engleder
Cold Lake
49 Cardston-Taber-Warner
Daryll Leavitt
Cardston
50 Cypress-Medicine Hat
Lyn Dillenbeck
Foremost
51 Drayton Valley-Calmar
Donna Palmer
Drayton Valley
52 Drumheller-Stettler
Doreen Nixon
Byemoor
54 Fort McMurray-Wood Buffalo
Pauline Gauthier
Fort McMurray
55 Fort Saskatchewan-Vegreville
Ralph Soldan
Vegreville
59 Innisfail-Sylvan Lake
Kenneth Fulton
Innisfail
60 Lac La Biche-St. Paul
Linda Ference
St. Paul
61 Lacombe-Ponoka
Margaret DeVries
Lacombe
62 Leduc-Beaumont-Devon
Catherine McGregor
Beaumont
63 Lesser Slave Lake
Nona Elliott
Grouard
64 Lethbridge-East
Jan M. Okamura
Lethbridge
65 Lethbridge-West
Clifford Brown
Lethbridge
66 Little Bow
Virginia Wauters
Lethbridge
67 Livingstone-Macleod
Carol Brown
Pincher Creek
68 Medicine Hat
Allan Bloomfield
Medicine Hat
69 Olds-Didsbury-Three Hills
James Allison
Didsbury
70 Peace River
Cheryl Anderson
Peace River
71 Red Deer-North
Lynne Mulder
Red Deer
72 Red Deer-South
Noreen Stuart
Red Deer
74 Sherwood Park
Marlene Martin
Sherwood Park
75 Spruce Grove-Sturgeon-St. 
Albert
Louise Kluthe
Morinville
76 St. Albert
Donna Parchewsky
St. Albert
77 Stony Plain
Bill Forbes
Stony Plain
78 Strathcona
Brenda Evans
Sherwood Park
79 Strathmore-Brooks
Heather Kazimir
Brooks
80 Vermilion-Lloydminster
Howard Huston
Mannville
81 West Yellowhead
Betty Stitzenberger
Edson
82 Wetaskiwin-Camrose
Diane Duce
Wetaskiwin
83 Whitecourt-Ste. Anne
Carol Ohler
Sangudo

Municipal Affairs and Housing
Ministerial Order 248/07
(Municipal Government Act)
I, Ray Danyluk, Minister of Municipal Affairs and Housing, under the authority of the 
Municipal Government Act and the regulations, make the following order:
(1)	The 2007 Alberta Assessment Quality Minister's Guidelines are established.
(2)	All municipalities must provide to the Minister a return in the form and 
manner prescribed in the 2007 Alberta Assessment Quality Minister's 
Guidelines to comply with section 319(1) of the Act.
(3)	All municipalities must provide to the Minister information and statistics of 
the type and manner described in the 2007 Alberta Assessment Quality 
Minister's Guidelines.
(4)	This Ministerial Order rescinds Ministerial Order No: L:150/06.
(5)	This Ministerial Order is in effect for assessments prepared for the 2008 and 
subsequent taxation years.

Dated at Edmonton, Alberta on November 7, 2007. 
Safety Codes Council
(Safety Codes Act)
Agency Accreditation
Pursuant to Section 30 of the Safety Codes Act it is hereby ordered that
Proton Electrical Services, Accreditation No. A000818, Order No. 2606
Having satisfied the terms and conditions of the Safety Codes Council are authorized 
to provide services under the Safety Codes Act within their jurisdiction for Electrical.
Consisting of all parts of the Canadian Electrical Code, Code for Electrical 
Installations at Oil and Gas Facilities.
Accredited Date: October 24, 2007	Issued Date: October 24, 2007.
______________
Pursuant to Section 30 of the Safety Codes Act it is hereby ordered that 
Manchur Consulting Ltd., Accreditation No. A000826, Order No. 2660
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
provide services under the Safety Codes Act within their jurisdiction for Electrical.
Consisting of all parts of the Canadian Electrical Code, Code for Electrical 
Installations at Oil and Gas Facilities and Alberta Electrical & Communication Utility 
Code.
Accredited Date: January 2, 2008	Issued Date: January 2, 2008
Agency Accreditation - Cancellation
Pursuant to Section 30 of the Safety Codes Act, it is hereby ordered that: 
Accurate Safety Codes Inspections Ltd., Accreditation No. A000305, Order No. 
1548
Is to cease administration under the Safety Codes Act within its jurisdiction for 
Electrical.
Consisting of all parts of the Canadian Electrical Code, Code for Electrical 
Installations at Oil and Gas Facilities and Alberta Electrical & Communication Utility 
Code.
Issue Date: January 4, 2008 
______________
Pursuant to Section 30 of the Safety Codes Act, it is hereby ordered that: 

Accurate Safety Codes Inspections Ltd., Accreditation No. A000305, Order No. 
1549

Is to cease administration under the Safety Codes Act within its jurisdiction for 
Building.
Consisting of all parts of the Alberta Building Code, including applicable Alberta 
amendments and regulations.
Issue Date: January 4, 2008.
Corporate Accreditation
Pursuant to Section 28 of the Safety Codes Act it is hereby ordered that the
North American Oilsands Corporation, Accredited Organization ID C000816, 
Order of Accreditation No. 576924-001
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
provide services under the Safety Codes Act within their jurisdiction for Electrical.
All Parts of the Canadian Electrical Code, Code for Electrical Installations at Oil and 
Gas Facilities and Alberta Electrical & Communication Utility Code.
Accredited Date: July 18, 2007	Issued Date: July 18, 2007
Corporate Accreditation - Amendment
Pursuant to Section 28 of the Safety Codes Act it is hereby ordered that the
349910 Alberta Inc., Accreditation No. C000153, Order No. 876
Due to the name change from Burlington Resources Canada and having satisfied the 
terms and conditions of the Safety Codes Council is authorized to provide services 
under the Safety Codes Act within their jurisdiction for Electrical.
Consisting of all Parts of the Canadian Electrical Code, Code for Electrical 
Installations at Oil and Gas Facilities and Alberta Electrical & Communication Utility 
Code.
Accredited Date: August 9, 1996	Issued Date: January 15, 2008
Securities Commission
MULTILATERAL INSTRUMENT 62-104
TAKE-OVER BIDS AND ISSUER BIDS
TABLE OF CONTENTS
PART 1 DEFINITIONS AND INTERPRETATION 
1.1    Definitions  
1.2    Definitions for purposes of the Act  
1.3    Affiliate  
1.4    Control  
1.5    Computation of time  
1.6    Expiry of bid  
1.7    Convertible securities  
1.8    Deemed beneficial ownership  
1.9    Acting jointly or in concert  
1.10  Application to direct and indirect offers  
1.11  Determination of market price 
PART 2: BIDS 
Division 1: Restrictions on Acquisitions or Sales 
2.1    Definition of "offeror"  
2.2    Restrictions on acquisitions during take-over bid  
2.3    Restrictions on acquisitions during issuer bid  
2.4    Restrictions on acquisitions before take-over bid  
2.5    Restrictions on acquisitions after bid  
2.6    Exception  
2.7    Restrictions on sales during bid 
Division 2: Making a Bid 
2.8    Duty to make bid to all security holders  
2.9    Commencement of bid  
2.10  Offeror's circular  
2.11  Change in information  
2.12  Variation of terms  
2.13  Filing and sending notice of change or notice of variation  
2.14  Change or variation in advertised take-over bid  
2.15  Consent of expert - bid circular  
2.16  Delivery and date of bid documents 
Division 3: Offeree Issuer's Obligations 
2.17  Duty to prepare and send directors' circular  
2.18  Notice of change  
2.19  Filing directors' circular or notice of change  
2.20  Individual director's or officer's circular  
2.21  Consent of expert - directors' circular/individual director's or officer's circular  
2.22  Delivery and date of offeree issuer's documents 
Division 4: Offeror's Obligations 
2.23  Consideration  
2.24  Prohibition against collateral agreements  
2.25  Collateral agreements - exception  
2.26  Proportionate take up and payment  
2.27  Financing arrangements 
Division 5: Bid Mechanics 
2.28  Minimum deposit period 
2.29  Prohibition on take up  
2.30  Withdrawal of securities  
2.31  Effect of market purchases  
2.32  Obligation to take up and pay for deposited securities  
2.33  Return of deposited securities  
2.34  News release on expiry of bid 
PART 3: GENERAL 
3.1    Language of bid documents  
3.2    Filing of documents  
3.3    Certification of bid circulars  
3.4    Obligation to provide security holder list 
PART 4: EXEMPTIONS 
Division 1: Exempt Take-Over Bids 
4.1    Normal course purchase exemption  
4.2    Private agreement exemption  
4.3    Non-reporting issuer exemption  
4.4    Foreign take-over bid exemption  
4.5    De minimis exemption 
Division 2: Exempt Issuer Bids 
4.6    Issuer acquisition or redemption exemption  
4.7    Employee, executive officer, director and consultant exemption  
4.8    Normal course issuer bid exemptions  
4.9    Non-reporting issuer exemption  
4.10   Foreign issuer bid exemption  
4.11   De minimis exemption 
PART 5: Reports and Announcements of acquisitions 
5.1    Definitions  
5.2    Early warning  
5.3    Acquisitions during bid  
5.4    Duplicate news release not required  
5.5    Copies of news release and report 
PART 6: EXEMPTIONS 
6.1    Exemption -  general  
6.2    Exemption - collateral benefit 
PART 7: TRANSITION AND COMING INTO FORCE 
7.1    Transition  
7.2    Coming into force 
*	FORMS 
62-104F1 - Take-Over Bid Circular
*	62-104F2 - Issuer Bid Circular 
*	62-104F3 - Directors' Circular 
*	62-104F4 - Director's or Officer's Circular
*	62-104F5 - Notice of Change or Notice of Variation
MULTILATERAL INSTRUMENT 62-104
TAKE-OVER BIDS AND ISSUER BIDS
PART 1	DEFINITIONS AND INTERPRETATION
Definitions
1.1 In this Instrument,
"Act" means, in the jurisdiction, the statute referred to in Appendix B to 
National Instrument 14-101 Definitions; 
"associate", when used to indicate a relationship with a person, means
(a)	an issuer of which the person beneficially owns or controls, directly or 
indirectly, voting securities entitling the person to more than 10% of the 
voting rights attached to outstanding securities of the issuer,
(b)	any partner of the person,
(c)	any trust or estate in which the person has a substantial beneficial interest or 
in respect of which a person serves as trustee or in a similar capacity,
(d)	a relative of that person, including
(i)	the spouse or, in Alberta, adult interdependent partner of that person, or
(ii) a relative of the person's spouse or, in Alberta, adult interdependent 
partner
        if the relative has the same home as that person;
"bid circular" means a bid circular prepared in accordance with section 2.10;
"business day" means a day other than a Saturday, a Sunday or a day that is a 
statutory holiday in the jurisdiction;
"class of securities" includes a series of a class of securities;
"consultant" has the same meaning as in National Instrument 45-106 Prospectus 
and Registration Exemptions;
"equity security" means a security of an issuer that carries a residual right to 
participate in the earnings of the issuer and, on liquidation or winding up of the 
issuer, in its assets;
"issuer bid" means an offer to acquire or redeem securities of an issuer made by 
the issuer to one or more persons, any of whom is in the local jurisdiction or 
whose last address as shown on the books of the offeree issuer is in the local 
jurisdiction, and also includes an acquisition or redemption of securities of the 
issuer by the issuer from those persons, but does not include an offer to acquire 
or redeem, or an acquisition or redemption if
(a)	no valuable consideration is offered or paid by the issuer for the securities, 
(b)	the offer to acquire or redeem, or the acquisition or redemption is a step in 
an amalgamation, merger, reorganization or arrangement that requires 
approval in a vote of security holders, or
(c) the securities are debt securities that are not convertible into securities other 
than debt securities;
"offer to acquire" means  
(a)	an offer to purchase, or a solicitation of an offer to sell, securities, 
(b)	an acceptance of an offer to sell securities, whether or not the offer has been 
solicited, or 
(c)	any combination of the above;
"offeree issuer" means an issuer whose securities are the subject of a take-over 
bid, an issuer bid or an offer to acquire; 
"offeror" means, except in Division 1 of Part 2 of this Instrument, a person that 
makes a take-over bid, an issuer bid or an offer to acquire;
"offeror's securities" means securities of an offeree issuer beneficially owned, 
or over which control or direction is exercised, on the date of an offer to acquire, 
by an offeror or any person acting jointly or in concert with the offeror; 
"person" includes
(a)	an individual,
(b)	a corporation,
(c)	a partnership, trust, fund and an association, syndicate, organization or other 
organized group of persons, whether incorporated or not, and 
(d)	an individual or other person in that person's capacity as a trustee, executor, 
administrator or personal or other legal representative;
"published market" means, with respect to any class of securities, a market in 
Canada or outside of Canada on which the securities are traded, if the prices at 
which they have been traded on that market are regularly
(a)	disseminated electronically, or
(b)	published in a newspaper or business or financial publication of general and 
regular paid circulation;
"standard trading unit" means 
(a)	1,000 units of a security with a market price of less than $0.10 per unit,
 (b)	500 units of a security with a market price of $0.10 or more per unit and less 
than $1.00 per unit, and 
(c)	100 units of a security with a market price of $1.00 or more per unit;
"subsidiary" means an issuer that is controlled directly or indirectly by another 
issuer and includes a subsidiary of that subsidiary;
"take-over bid" means an offer to acquire outstanding voting securities or 
equity securities of a class made to one or more persons, any of whom is in the 
local jurisdiction or whose last address as shown on the books of the offeree 
issuer is in the local jurisdiction, where the securities subject to the offer to 
acquire, together with the offeror's securities, constitute in the aggregate 20% or 
more of the outstanding securities of that class of securities at the date of the 
offer to acquire but does not include an offer to acquire if the offer to acquire is a 
step in an amalgamation, merger, reorganization or arrangement that requires 
approval in a vote of security holders.


Definitions for purposes of the Act 
1.2 (1)	Except in Saskatchewan, in the Act, 
(a) "offer to acquire" has the same meaning as in this Instrument, and
(b) "offeror" has the same meaning as in section 1.1 of this Instrument.
(2)	In the definition of "issuer bid" in the Act, the prescribed class of issuer bids is 
that set out in the definition of "issuer bid" in this Instrument. 
(3)	In the definition of "take-over bid" in the Act, the prescribed class of take-over 
bids is that set out in the definition of "take-over bid" in this Instrument.  
Affiliate
1.3 In this Instrument, an issuer is an affiliate of another issuer if 
(a)	one of them is the subsidiary of the other, or 
(b)	each of them is controlled by the same person. 
Control
1.4 In this Instrument, a person controls a second person if 
(a)	the first person, directly or indirectly, beneficially owns or exercises control 
or direction over securities of the second person carrying votes which, if 
exercised, would entitle the first person to elect a majority of the directors of 
the second person, unless the first person holds the voting securities only to 
secure an obligation, 
(b)	the second person is a partnership, other than a limited partnership, and the 
first person holds more than 50% of the interests of the partnership, or
(c)	the second person is a limited partnership and the general partner of the 
limited partnership is the first person.
Computation of time 
1.5 In this Instrument, a period of days is to be computed as beginning on the day 
following the event that began the period and ending at 11:59 p.m. on the last day of 
the period if that day is a business day or at 11:59 p.m. on the next business day if the 
last day of the period does not fall on a business day.
Expiry of bid
1.6 A take-over bid or an issuer bid expires at the later of
(a)	the end of the period, including any extension, during which securities may 
be deposited under the bid, and
(b)	the time at which the offeror becomes obligated by the terms of the bid to 
take up or reject securities deposited under the bid.  
Convertible securities
1.7 In this Instrument, 
(a)	 a security is deemed to be convertible into a security of another class if, 
whether or not on conditions, it is or may be convertible into or 
exchangeable for, or if it carries the right or obligation to acquire, a security 
of the other class, whether of the same or another issuer, and
(b)	a security that is convertible into a security of another class is deemed to be 
convertible into a security or securities of each class into which the second-
mentioned security may be converted, either directly or through securities of 
one or more other classes of securities that are themselves convertible.
Deemed beneficial ownership
1.8(1) In this Instrument, in determining the beneficial ownership of securities of an 
offeror or of any person acting jointly or in concert with the offeror, at any given date, 
the offeror or the person is deemed to have acquired and to be the beneficial owner of 
a security, including an unissued security, if the offeror or the person
(a)	is the beneficial owner of a security convertible into the security within 60 
days following that date, or
(b)	has a right or obligation permitting or requiring the offeror or the person, 
whether or not on conditions, to acquire beneficial ownership of the security 
within 60 days by a single transaction or a series of linked transactions. 
(2) The number of outstanding securities of a class in respect of an offer to acquire 
includes securities that are beneficially owned as determined in accordance with 
subsection (1).
(3) If 2 or more offerors acting jointly or in concert make one or more offers to 
acquire securities of a class, the securities subject to the offer or offers to acquire are 
deemed to be securities subject to the offer to acquire of each offeror for the purpose 
of determining whether an offeror is making a take-over bid.
(4) In this section, an offeror is not a beneficial owner of securities solely because 
there is an agreement, commitment or understanding that a security holder will tender 
the securities under a take-over bid or an issuer bid, made by the offeror, that is not 
exempt from Part 2.
(5) In Qu‚bec, for the purposes of this Instrument, a person that beneficially owns 
securities means a person that owns the securities or that holds securities registered 
under the name of an intermediary acting as nominee, including a trustee or agent.


Acting jointly or in concert 
1.9 (1) In this Instrument, it is a question of fact as to whether a person is acting 
jointly or in concert with an offeror and, without limiting the generality of the 
foregoing, 
(a)	the following are deemed to be acting jointly or in concert with an offeror:
(i)	a person that, as a result of any agreement, commitment or 
understanding with the offeror or with any other person acting jointly or 
in concert with the offeror, acquires or offers to acquire securities of the 
same class as those subject to the offer to acquire;
(ii)	an affiliate of the offeror;
(b)	the following are presumed to be acting jointly or in concert with an offeror: 
(i)	a person that, as a result of any agreement, commitment or 
understanding with the offeror or with any other person acting jointly or 
in concert with the offeror, intends to exercise jointly or in concert with 
the offeror or with any person acting jointly or in concert with the 
offeror any voting rights attaching to any securities of the offeree 
issuer; 
(ii)	an associate of the offeror. 
(2) Subsection (1) does not apply to a registered dealer acting solely in an agency 
capacity for the offeror in connection with a bid and not executing principal 
transactions in the class of securities subject to the offer to acquire or performing 
services beyond the customary functions of a registered dealer.
(3) For the purposes of this section, a person is not acting jointly or in concert with an 
offeror solely because there is an agreement, commitment or understanding that the 
person will tender securities under a take-over bid or an issuer bid, made by the 
offeror, that is not exempt from Part 2.
Application to direct and indirect offers
1.10 In this Instrument, a reference to an offer to acquire or to the acquisition or 
ownership of securities or to control or direction over securities includes a direct or 
indirect offer to acquire or the direct or indirect acquisition or ownership of securities, 
or the direct or indirect control or direction over securities, as the case may be.
Determination of market price
1.11 	In this Instrument, 
(a)	the market price of a class of securities for which there is a published 
market, at any date, is an amount equal to the simple average of the closing 
price of securities of that class for each of the business days on which there 
was a closing price in the 20 business days preceding that date,
(b)	if a published market does not provide a closing price, but provides only the 
highest and lowest prices of securities traded on a particular day, the market 
price of the securities, at any date, is an amount equal to the average of the 
simple averages of the highest and lowest prices for each of the business 
days on which there were highest and lowest prices in the 20 business days 
preceding that date, and
(c)	if there has been trading of securities in a published market for fewer than 
10 of the 20 business days preceding the date as of which the market price 
of the securities is being determined, the market price is the average of the 
following prices established for each day of the 20 business days preceding 
that date:
(i)	the average of the closing bid and ask prices for each day on which 
there was no trading; and
(ii)	either the closing price of securities of the class for each day that there 
has been trading, if the published market provides a closing price, or 
the average of the highest and lowest prices of securities of that class 
for each day that there has been trading, if the published market 
provides only the highest and lowest prices of securities traded on a 
particular day
(2) If there is more than one published market for a security, the market price in 
paragraphs (1)(a), (b) and (c) must be determined as follows:
(a)	if only one of the published markets is in Canada, the market price must be 
determined solely by reference to that market;
(b)	if there is more than one published market in Canada, the market price must 
be determined solely by reference to the published market in Canada on 
which the greatest volume of trading in the particular class of securities 
occurred during the 20 business days preceding the date as of which the 
market price is being determined;
(c)	if there is no published market in Canada, the market price must be 
determined solely by reference to the published market on which the 
greatest volume of trading in the particular class of securities occurred 
during the 20 business days preceding the date as of which the market price 
is being determined.
(3) Despite subsections (1) and (2) for the purposes of section 4.1, if an offeror 
acquires securities on a published market, the market price for those securities is the 
price of the last standard trading unit of securities of that class purchased, before the 
acquisition by the offeror, by a person who was not acting jointly or in concert with 
the offeror.


PART 2: BIDS
Division 1:  Restrictions on Acquisitions or Sales
Definition of "offeror"
2.1 In this Division, "offeror" means
(a)	a person making a take-over bid or an issuer bid that is not exempt from Part 
2,
(b)	a person acting jointly or in concert with a person referred to in paragraph 
(a),
(c)	a control person of a person referred to in paragraph (a), or
(d)	a person acting jointly or in concert with a control person referred to in 
paragraph (c).
Restrictions on acquisitions during take-over bid
2.2 (1) An offeror must not offer to acquire, or make or enter into an agreement, 
commitment or understanding to acquire beneficial ownership of any securities of the 
class that are subject to a take-over bid or securities convertible into securities of that 
class otherwise than under the bid on and from the day of the announcement of the 
offeror's intention to make the bid until the expiry of the bid.
(2) Subsection (1) does not apply to an agreement between a security holder and the 
offeror to the effect that the security holder will, in accordance with the terms and 
conditions of a take-over bid that is not exempt from Part 2, deposit the security 
holder's securities under the bid.
(3) Despite subsection (1), an offeror may purchase securities of the class that are 
subject to a take-over bid and securities convertible into securities of that class 
beginning on the 3rd business day following the date of the bid until the expiry of the 
bid if all of the following conditions are satisfied:
(a)	the intention of the offeror,
(i) on the date of the bid, is to make purchases and that intention is stated in 
the bid circular, or
(ii) to make purchases changes after the date of the bid and that intention is 
stated in a news release issued and filed at least one business day prior 
to making such purchases;
(b)	the number of securities beneficially acquired under this subsection does not 
exceed 5% of the outstanding securities of that class as at the date of the bid;
(c)	the purchases are made in the normal course on a published market;
(d)	the offeror issues and files a news release immediately after the close of 
business of the published market on each day on which securities have been 
purchased under this subsection disclosing the following information: 
(i) the name of the purchaser;
(ii)	if the purchaser is a person referred to in paragraph 2.1(b), (c) or (d), 
the relationship of the purchaser and the offeror;
(iii)	the number of securities purchased on the day for which the news 
release is required;
(iv)	the highest price paid for the securities on the day for which the news 
release is required;
(v)	the aggregate number of securities purchased on the published market 
during the currency of the bid;
(vi)	the average price paid for the securities that were purchased on the 
published market during the currency of the bid; and
(vii)	the total number of securities owned by the purchaser after giving effect 
to the purchases that are the subject of the news release;
(e)	no broker acting for the offeror performs services beyond the customary 
broker's functions in regard to the purchases;
(f)	no broker acting for the offeror receives more than the usual fees or 
commissions in regard to the purchases than are charged for comparable 
services performed by the broker in the normal course;
(g)	the offeror or any person acting for the offeror does not solicit or arrange for 
the solicitation of offers to sell securities of the class subject to the bid, 
except for the solicitation by the offeror or members of the soliciting dealer 
group under the bid; 
(h)	the seller or any person acting for the seller does not, to the knowledge of 
the offeror, solicit or arrange for the solicitation of offers to buy securities of 
the class subject to the bid.
(4) For the purposes of paragraph 2.2(3)(b), the acquisition of beneficial ownership of 
securities that are convertible into securities of the class that is subject to the bid shall 
be deemed to be an acquisition of the securities as converted. 
Restrictions on acquisitions during issuer bid 
2.3 (1) An offeror must not offer to acquire, or make or enter into an agreement, 
commitment or understanding to acquire, beneficial ownership of any securities of the 
class that are subject to an issuer bid, or securities that are convertible into securities 
of that class, otherwise than under the bid on and from the day of the announcement 
of the offeror's intention to make the bid until the expiry of the bid. 
(2) Subsection (1) does not prevent the offeror from purchasing, redeeming or 
otherwise acquiring any securities of the class subject to the bid in reliance on an 
exemption under paragraph 4.6(a), (b) or (c).
Restrictions on acquisitions before take-over bid 
2.4 (1) If, within the period of 90 days immediately preceding a take-over bid, an 
offeror acquired beneficial ownership of securities of the class subject to the bid in a 
transaction not generally available on identical terms to holders of that class of 
securities,
(a)	the offeror must offer
(i)	consideration for securities deposited under the bid at least equal to and 
in the same form as the highest consideration that was paid on a per 
security basis under any such prior transaction, or
(ii)	at least the cash equivalent of that consideration, and
(b)	the offeror must offer to acquire under the bid that percentage of the 
securities of the class subject to the bid that is at least equal to the highest 
percentage that the number of securities acquired from a seller in any such 
prior transaction was of the total number of securities of that class 
beneficially owned by that seller at the time of that prior transaction.
(2) Subsection (1) does not apply to a transaction that occurred within 90 days 
preceding the bid if either of the following conditions are satisfied:
(a)	the transaction is a trade in a security of the issuer that had not been 
previously issued; 
(b)	the transaction is a trade by or on behalf of the issuer in a previously issued 
security of that issuer that had been redeemed or purchased by, or donated 
to, that issuer.
Restrictions on acquisitions after bid
2.5 During the period beginning with the expiry of a take-over bid or an issuer bid 
and ending at the end of the 20th business day after that, whether or not any securities 
are taken up under the bid, an offeror must not acquire or offer to acquire beneficial 
ownership of securities of the class that was subject to the bid except by way of a 
transaction that is generally available to holders of that class of securities on identical 
terms.
Exception
2.6 Subsection 2.4(1) and section 2.5 do not apply to purchases made by an offeror in 
the normal course on a published market if all of the following conditions are 
satisfied:
(a)	no broker acting for the offeror performs services beyond the customary 
broker's functions in regard to the purchases;
(b)	no broker acting for the offeror receives more than the usual fees or 
commissions in regard to the purchases than are charged for comparable 
services performed by the broker in the normal course;
(c)	the offeror or any person acting for the offeror does not solicit or arrange for 
the solicitation of offers to sell securities of the class subject to the bid, 
except for the solicitation by the offeror or members of the soliciting dealer 
group under the bid; 
(d)	the seller or any person acting for the seller does not, to the knowledge of 
the offeror, solicit or arrange for the solicitation of offers to buy securities of 
the class subject to the bid.
Restrictions on sales during bid 
2.7 (1) An offeror, except under a take-over bid or an issuer bid, must not sell, or 
make or enter into an agreement, commitment or understanding to sell, any securities 
of the class subject to the bid, or securities that are convertible into securities of that 
class, beginning on the day of the announcement of the offeror's intention to make the 
bid until the expiry of the bid.
(2) Despite subsection (1), an offeror may, before the expiry of a bid, make or enter 
into an agreement, commitment or understanding to sell securities that may be taken 
up by the offeror under the bid, after the expiry of the bid, if the intention to sell is 
disclosed in the bid circular.
(3) Subsection (1) does not apply to an offeror under an issuer bid in respect of the 
issue of securities under a dividend plan, dividend reinvestment plan, employee 
purchase plan or another similar plan.
Division 2: Making a Bid
Duty to make bid to all security holders
2.8 An offeror must make a take-over bid or an issuer bid to all holders of the class of 
securities subject to the bid who are in the local jurisdiction by sending the bid to 
(a)	each holder of that class of securities whose last address as shown on the 
books of the offeree issuer is in the local jurisdiction, and 
(b)	each holder of securities that, before the expiry of the deposit period referred 
to in the bid, are convertible into securities of that class, whose last address 
as shown on the books of the offeree issuer is in the local jurisdiction. 
Commencement of bid 
2.9 (1)	An offeror must commence a take-over bid by 
(a)	publishing an advertisement containing a brief summary of the take-over bid 
in at least one major daily newspaper of general and regular paid circulation 
in the local jurisdiction in English, and in Qu‚bec in French or in French and 
English, or
(b)	sending the bid to security holders described in section 2.8.
(2) An offeror must commence an issuer bid by sending the bid to security holders 
described in section 2.8.
Offeror's circular
2.10 (1) An offeror making a take-over bid or an issuer bid must prepare and send, 
either as part of the bid or together with the bid, a take-over bid circular or an issuer 
bid circular, as the case may be, in the following form:
(a)	Form 62-104F1 Take-Over Bid Circular, for a take-over bid; or
(b)	Form 62-104F2 Issuer Bid Circular, for an issuer bid.
(2) An offeror commencing a take-over bid under paragraph 2.9(1)(a) must,
(a)	on or before the date of first publication of the advertisement, 
(i)	deliver the bid and the bid circular to the offeree issuer's principal 
office,
(ii)	file the bid, the  bid circular and the advertisement,
(iii)	request from the offeree issuer a list of security holders described in 
section 2.8, and 
(b)	not later than 2 business days after receipt of the list of security holders 
referred to in subparagraph (a)(iii), send the bid and the bid circular to those 
security holders.
(3) An offeror commencing a take-over bid under paragraph 2.9(1)(b) must file the 
bid and the bid circular and deliver them to the offeree issuer's principal office on the 
day the bid is sent, or as soon as practicable after that.
(4) An offeror making an issuer bid must file the bid and the bid circular on the day 
the bid is sent, or as soon as practicable after that.
Change in information
2.11 (1) If, before the expiry of a take-over bid or an issuer bid or after the expiry of a 
bid but before the expiry of all rights to withdraw the securities deposited under the 
bid, a change has occurred in the information contained in the bid circular or any 
notice of change or notice of variation that would reasonably be expected to affect the 
decision of the security holders of the offeree issuer to accept or reject the bid, the 
offeror must promptly 
(a)	issue and file a news release, and 
(b)	send a notice of the change to every person to whom the bid was required to 
be sent and whose securities were not taken up before the date of the 
change.
(2) Subsection (1) does not apply to a change that is not within the control of the 
offeror or of an affiliate of the offeror unless it is a change in a material fact relating 
to the securities being offered in exchange for securities of the offeree issuer.
(3) In this section, a variation in the terms of a bid does not constitute a change in 
information.
(4) A notice of change must be in the form of Form 62-104F5 Notice of Change or 
Notice of Variation.
Variation of terms 
2.12 (1) If there is a variation in the terms of a take-over bid or an issuer bid, 
including any extension of the period during which securities may be deposited under 
the bid, and whether or not that variation results from the exercise of any right 
contained in the bid, the offeror must promptly 
(a)	issue and file a news release, and 
(b)	send a notice of variation to every person to whom the bid was required to 
be sent under section 2.8 and whose securities were not taken up before the 
date of the variation.
(2) A notice of variation must be in the form of Form 62-104F5 Notice of Change or 
Notice of Variation.
(3) If there is a variation in the terms of a take-over bid or an issuer bid, the period 
during which securities may be deposited under the bid must not expire before 10 
days after the date of the notice of variation.
(4) Subsections (1) and (3) do not apply to a variation in the terms of a bid consisting 
solely of the waiver of a condition in the bid and any extension of the bid resulting 
from the waiver where the consideration offered for the securities consists solely of 
cash, but in that case the offeror must promptly issue and file a news release 
announcing the waiver.
(5) A variation in the terms of a take-over bid or an issuer bid, other than a variation 
that is the waiver by the offeror of a condition that is specifically stated in the bid as 
being waivable at the sole option of the offeror, must not be made after the expiry of 
the period, including any extension of the period, during which the securities may be 
deposited under the bid.


Filing and sending notice of change or notice of variation 
2.13 A notice of change or notice of variation in respect of a take-over bid or an issuer 
bid must be filed and, in the case of a take-over bid, delivered to the offeree issuer's 
principal office, on the day the notice of change or notice of variation is sent to 
security holders of the offeree issuer, or as soon as practicable after that.
Change or variation in advertised take-over bid
2.14 (1) 	If a change or variation occurs to a take-over bid that was commenced by 
means of an advertisement, and if the offeror has complied with paragraph 2.10(2)(a) 
but has not yet sent the bid and the bid circular under paragraph 2.10(2)(b), the 
offeror must 
(a) publish an advertisement that contains a brief summary of the change or 
variation in at least one major daily newspaper of general and regular paid 
circulation in the local jurisdiction in English, and in Qu‚bec in French or in 
French and English,
(b) concurrently with the date of first publication of the advertisement,
(i) file the advertisement, and
(ii)	file and deliver a notice of change or notice of variation to the offeree 
issuer's principal office, and
(c)	subsequently send the bid, the bid circular and the notice of change or notice 
of variation to the security holders of the offeree issuer before the expiration 
of the period set out in paragraph 2.10(2)(b).
(2) If an offeror satisfies the requirements of subsection (1), the notice of change or 
notice of variation is not required to be filed and delivered under section 2.13.
Consent of expert - bid circular
2.15 (1) In this section and section 2.21, an expert includes a notary in Qu‚bec, 
solicitor, auditor, accountant, engineer, geologist or appraiser or any other person 
whose profession or business gives authority to a report, valuation, statement or 
opinion made by that person.  
(2) If a report, valuation, statement or opinion of an expert is included in or 
accompanies a bid circular or any notice of change or notice of variation to the 
circular, the written consent of the expert to the use of the report, valuation, statement 
or opinion must be filed concurrently with the bid circular, notice of change or notice 
of variation. 
Delivery and date of bid documents
2.16 (1) A take-over bid, an issuer bid, a bid circular and every notice of change or 
notice of variation must be
(a)	mailed by pre-paid mail to the intended recipient, or 
(b)	delivered to the intended recipient by personal delivery, courier or other 
manner acceptable to the regulator or securities regulatory authority.
(2) Except for a take-over bid commenced by means of an advertisement in 
accordance with paragraph 2.9(1)(a), a bid, bid circular, notice of change or notice of 
variation sent in accordance with this section is deemed to be dated as of the date it 
was sent to all or substantially all of the persons entitled to receive it.
(3) If a take-over bid is commenced by means of an advertisement in accordance with 
paragraph 2.9(1)(a), a bid, bid circular, notice of change or notice of variation is 
deemed to have been dated as of the date of first publication of the relevant 
advertisement. 
Division 3: Offeree Issuer's Obligations
Duty to prepare and send directors' circular 
2.17 (1) If a take-over bid has been made, the board of directors of the offeree issuer 
must prepare and send, not later than 15 days after the date of the bid, a directors' 
circular to every person to whom the bid was required to be sent under section 2.8.
(2) The board of directors of the offeree issuer must evaluate the terms of the take-
over bid and, in the directors' circular, 
(a)	must recommend to security holders that they accept or reject the bid and 
state the reasons for the recommendation, 
(b)	must advise security holders that the board is unable to make, or is not 
making, a recommendation and state the reasons for being unable to make a 
recommendation or for not making a recommendation, or
(c)	must advise security holders that the board is considering whether to make a 
recommendation to accept or reject the bid, must state the reasons for not 
making a recommendation in the directors' circular and may advise security 
holders that they should not deposit their securities under the bid until they 
receive further communication from the board of directors in accordance 
with paragraph (a) or (b). 
(3) If paragraph (2)(c) applies, the board of directors must communicate to security 
holders a recommendation to accept or reject the bid or the decision that it is unable to 
make, or is not making, a recommendation, together with the reasons for the 
recommendation or decision, at least 7 days before the scheduled expiry of the period 
during which securities may be deposited under the bid.
(4) A directors' circular must be in the form of Form 62-104F3 Directors' Circular.


Notice of change
2.18 (1) If, before the expiry of a take-over bid or after the expiry of a take-over bid 
but before the expiry of all rights to withdraw the securities deposited under the bid, a 
change has occurred in the information contained in a directors' circular or in any 
notice of change to the directors' circular that would reasonably be expected to affect 
the decision of the security holders to accept or reject the bid, the board of directors of 
the offeree issuer must promptly issue and file a news release relating to the change 
and send a notice of the change to every person to whom the take-over bid was 
required to be sent disclosing the nature and substance of the change.
(2) A notice of change must be in the form of Form 62-104F5 Notice of Change or 
Notice of Variation.
Filing directors' circular or notice of change
2.19 The board of directors of the offeree issuer must concurrently file the directors' 
circular or a notice of change in relation to it and deliver it to the principal office of 
the offeror not later than the date on which it is sent to the security holders of the 
offeree issuer, or as soon as practicable after that date.
Individual director's or officer's circular 
2.20 (1) An individual director or officer may recommend acceptance or rejection of a 
take-over bid if the director or officer sends with the recommendation a separate 
director's or officer's circular to every person to whom the take-over bid was required 
to be sent under section 2.8. 
(2) If, before the expiry of a take-over bid or after the expiry of a take-over bid but 
before the expiry of all rights to withdraw the securities deposited under the bid, a 
change has occurred in the information contained in a director's or officer's circular 
or any notice of change in relation to it that would reasonably be expected to affect 
the decision of the security holders to accept or reject the bid, other than a change that 
is not within the control of the director or officer, as the case may be, that director or 
officer must promptly send a notice of change to every person to whom the take-over 
bid was required to be sent under section 2.8. 
(3) A director's or officer's circular must be in the form of Form 62-104F4 Director's 
or Officer's Circular.
(4) A director's or officer's obligation to send a circular under subsection (1) or to 
send a notice of change under subsection (2) may be satisfied by sending the circular 
or the notice of change, as the case may be, to the board of directors of the offeree 
issuer.
(5) If a director or officer sends to the board of directors of the offeree issuer a 
circular under subsection (1) or a notice of change under subsection (2), the board, at 
the offeree issuer's expense, must promptly send a copy of the circular or notice to 
every person to whom the take-over bid was required to be sent under section 2.8. 
(6) The board of directors of the offeree issuer or the individual director or officer, as 
the case may be, must concurrently file the director's or officer's circular or a notice 
of change in relation to it and send it to the principal office of the offeror not later 
than the date on which it is sent to the security holders of the offeree issuer, or as soon 
as practicable after that.  
(7) A notice of change in relation to a director's or officer's circular must be in the 
form of Form 62-104F5 Notice of Change or Notice of Variation.
Consent of expert - directors' circular/individual director's or officer's circular
2.21 If a report, valuation, statement or opinion of an expert is included in or 
accompanies a directors' circular, an individual director's or officer's circular or any 
notice of change to either circular, the written consent of the expert to the use of the 
report, valuation, statement or opinion must be filed concurrently with the circular or 
notice.
Delivery and date of offeree issuer's documents
2.22 (1) A directors' circular, an individual director's or officer's circular and every 
notice of change must be
(a)	mailed by pre-paid mail to the intended recipient, or 
(b)	delivered to the intended recipient by personal delivery, courier or other 
manner acceptable to the regulator or securities regulatory authority.
(2) Any circular or notice sent in accordance with this section is deemed to be dated 
as of the date it was sent to all or substantially all of the persons entitled to receive it.
Division 4: Offeror's Obligations
Consideration 
2.23 (1) If a take-over bid or an issuer bid is made, all holders of the same class of 
securities must be offered identical consideration.
(2) Subsection (1) does not prohibit an offeror from offering an identical choice of 
consideration to all holders of the same class of securities. 
(3) If a variation in the terms of a take-over bid or an issuer bid before the expiry of 
the bid increases the value of the consideration offered for the securities subject to the 
bid, the offeror must pay that increased consideration to each person whose securities 
are taken up under the bid, whether or not the securities were taken up by the offeror 
before the variation of the bid.
Prohibition against collateral agreements 
2.24 If a person makes or intends to make a take-over bid or an issuer bid, the person 
or any person acting jointly or in concert with that person must not enter into any 
collateral agreement, commitment or understanding that has the effect, directly or 
indirectly, of providing a security holder of the offeree issuer with consideration of 
greater value than that offered to the other security holders of the same class of 
securities. 
Collateral agreements - exception 
2.25 (1) Section 2.24 does not apply to an employment compensation arrangement, 
severance arrangement or other employment benefit arrangement that provides  
(a)	an enhancement of employee benefits resulting from participation by the 
security holder of the offeree issuer in a group plan, other than an incentive 
plan, for employees of a successor to the business of the offeree issuer, if the 
benefits provided by the group plan are generally provided to employees of 
the successor to the business of the offeree issuer who hold positions of a 
similar nature to the position held by the security holder, or 
(b)	a benefit not described in paragraph (a) that is received solely in connection 
with the security holder's services as an employee, director or consultant of 
the offeree issuer, of an affiliated entity of the offeree issuer, or of a 
successor to the business of the offeree issuer, if 
(i)	at the time the bid is publicly announced, the security holder and its 
associates beneficially own or exercise control or direction over less 
than 1% of the outstanding securities of each class of securities of the 
offeree issuer subject to the bid, or
(ii)	an independent committee of directors of the offeree issuer, acting in 
good faith, has determined that
(A)	the value of the benefit, net of any offsetting costs to the security 
holder, is less than 5% of the amount referred to in paragraph 3(a), 
or
(B)	the security holder is providing at least equivalent value in 
exchange for the benefit.  
(2) In order to rely on an exception under paragraph (1)(b) the following conditions 
must be satisfied:
(a)	the benefit is not conferred for the purpose, in whole or in part, of increasing 
the amount of the consideration paid to the security holder for securities 
deposited under the bid or providing an incentive to deposit under the bid;
(b)	the conferring of the benefit is not, by its terms, conditional on the security 
holder supporting the bid in any manner; and
(c)	full particulars of the benefit are disclosed in the issuer bid circular or, in the 
case of a take-over bid, in the take-over bid circular or directors' circular.
(3) In order to rely on an exception under subparagraph 1(b)(ii) the following 
conditions must be satisfied:
(a)	the security holder receiving the benefit has disclosed to the independent 
committee the amount of consideration that the security holder expects it 
will be beneficially entitled to receive under the terms of the bid in exchange 
for the securities beneficially owned by the security holder; and
(b)	the determination of the independent committee under subparagraph 1(b)(ii) 
is disclosed in the issuer bid circular or, in the case of a take-over bid, in the 
take-over bid circular or directors' circular. 
(4) In this section, in determining the beneficial ownership of securities of a holder at 
a given date, any security or right or obligation permitting or requiring the security 
holder or any person acting jointly or in concert with the security holder, whether or 
not on conditions, to acquire a security, including an unissued security, of a particular 
class within 60 days by a single transaction or a series of linked transactions is 
deemed to be a security of a particular class.
Proportionate take up and payment
2.26 (1) If a take-over bid or an issuer bid is made for less than all of the class of 
securities subject to the bid and a greater number of securities is deposited under the 
bid than the offeror is bound or willing to acquire under the bid, the offeror must take 
up and pay for the securities proportionately, disregarding fractions, according to the 
number of securities deposited by each security holder.
(2) Subsection (1) does not prohibit an offeror from acquiring securities under the 
terms of an issuer bid that, if not acquired, would constitute less than a standard 
trading unit for the security holder.
(3) Subsection (1) does not apply to securities deposited under the terms of an issuer 
bid by security holders who 
(a)	are entitled to elect a minimum price per security, within a range of prices, 
at which they are willing to sell their securities under the bid, and 
(b)	elect a minimum price which is higher than the price that the offeror pays 
for securities under the bid.
(4) For the purposes of subsection (1), any securities acquired in a pre-bid transaction 
to which subsection 2.4(1) applies are deemed to have been deposited under the take-
over bid by the person who was the seller in the pre-bid transaction. 
Financing arrangements  
2.27 (1) If a take-over bid or an issuer bid provides that the consideration for the 
securities deposited under the bid is to be paid in cash or partly in cash, the offeror 
must make adequate arrangements before the bid to ensure that the required funds are 
available to make full payment for the securities that the offeror has offered to 
acquire.
(2) The financing arrangements required to be made under subsection (1) may be 
subject to conditions if, at the time the take-over bid or the issuer bid is commenced, 
the offeror reasonably believes the possibility to be remote that, if the conditions of 
the bid are satisfied or waived, the offeror will be unable to pay for the securities 
deposited under the bid due to a financing condition not being satisfied.
Division 5: Bid Mechanics
Minimum deposit period
2.28 An offeror must allow securities to be deposited under a take-over bid or an 
issuer bid for at least 35 days from the date of the bid. 
Prohibition on take up
2.29 An offeror must not take up securities deposited under a take-over bid or an 
issuer bid until the expiration of 35 days from the date of the bid.
Withdrawal of securities
2.30 (1) A security holder may withdraw securities deposited under a take-over bid or 
an issuer bid  
(a)	at any time before the securities have been taken up by the offeror,
(b)	at any time before the expiration of 10 days from the date of a notice of 
change under section 2.11 or a notice of variation under section 2.12, or
(c)	if the securities have not been paid for by the offeror within 3 business days 
after the securities have been taken up.
(2) The right of withdrawal under paragraph (1)(b) does not apply if
(a)	the securities have been taken up by the offeror before the date of the notice 
of change or notice of variation, or
(b)	one or both of the following circumstances occur: 
(i)	a variation in the terms of the bid consisting solely of an increase in 
consideration offered for the securities and an extension of the time for 
deposit to not later than 10 days after the date of the notice of variation; 
(ii)	a variation in the terms of the bid consisting solely of the waiver of one 
or more of the conditions of the bid where the consideration offered for 
the securities subject to the take-over bid or the issuer bid consists 
solely of cash.
(3) The withdrawal of any securities under subsection (1) is made by sending a 
written notice to the depository designated in the bid circular and becomes effective 
on its receipt by the depository. 
(4) If notice is given in accordance with subsection (3), the offeror must promptly 
return the securities to the security holder.
Effect of market purchases
2.31 If an offeror purchases securities as permitted by subsection 2.2(3), those 
purchased securities must be counted in determining whether a condition as to the 
minimum number of securities to be deposited under a take-over bid has been 
fulfilled, but must not reduce the number of securities the offeror is bound to take up 
under the bid.
Obligation to take up and pay for deposited securities
2.32 (1) If all the terms and conditions of a take-over bid or an issuer bid have been 
complied with or waived, the offeror must take up and pay for securities deposited 
under the bid not later than 10 days after the expiry of the bid or at the time required 
by subsection (2) or (3), whichever is earliest.
(2) An offeror must pay for any securities taken up under a take-over bid or an issuer 
bid as soon as possible, and in any event not later than 3 business days after the 
securities deposited under the bid are taken up.
(3) Securities deposited under a take-over bid or an issuer bid subsequent to the date 
on which the offeror first takes up securities deposited under the bid must be taken up 
and paid for by the offeror not later than 10 days after the deposit of the securities.
(4) An offeror may not extend its take-over bid or issuer bid if all the terms and 
conditions of the bid have been complied with or waived, unless the offeror first takes 
up all securities deposited under the bid and not withdrawn.
(5) Despite subsections (3) and (4), if a take-over bid or an issuer bid is made for less 
than all of the class of securities subject to the bid, an offeror is only required to take 
up, by the times specified in those subsections, the maximum number of securities 
that the offeror can take up without contravening section 2.23 or section 2.26 at the 
expiry of the bid.
(6) Despite subsection (4), if the offeror waives any terms or conditions of a take-over 
bid or an issuer bid and extends the bid in circumstances where the rights of 
withdrawal conferred by paragraph 2.30(1)(b) are applicable, the bid must be 
extended without the offeror first taking up the securities which are subject to the 
rights of withdrawal. 
Return of deposited securities
2.33 If, following the expiry of a take-over bid or an issuer bid, an offeror knows that 
it will not take up securities deposited under the bid, the offeror must promptly issue 
and file a news release to that effect and return the securities to the security holders.
News release on expiry of bid
2.34 If all the terms and conditions of a take-over bid or an issuer bid have been 
complied with or waived, the offeror must issue and file a news release to that effect 
promptly after the expiry of the bid, and the news release must disclose 
(a)	the approximate number of securities deposited, and 
(b)	the approximate number that will be taken up.
PART 3: GENERAL
Language of bid documents
3.1 (1) A person must file a document required under this Instrument in French or 
English.
(2) In Qu‚bec, a take-over bid circular, issuer bid circular, directors' circular, 
director's or officer's circular, notice of change or notice of variation required under 
Part 2 must be in French or in French and English.  
(3) Subsection (1) does not apply to an exempt take-over bid made under section 4.4, 
or an exempt issuer bid made under section 4.10.
(4) Despite subsection (1), if a person files a document only in French or English, but 
delivers to a security holder a version of the document in the other language, the 
person must file that other version not later than when it is first delivered to the 
security holder.  
Filing of documents
3.2 (1) An offeror making a take-over bid under Part 2 must file copies of the 
following documents, and any amendments to those documents:
(a)	any agreement between the offeror and a security holder of the offeree issuer 
relating to the take-over bid, including any agreement to the effect that the 
security holder will deposit its securities to the take-over bid made by the 
offeror;
(b)	any agreement between the offeror and directors or officers of an offeree 
issuer relating to the take-over bid;
(c)	any agreement between the offeror and an offeree issuer relating to the take-
over bid; 
(d)	any other agreement of which the offeror is aware that could affect control 
of the offeree issuer, including any agreement with change of control 
provisions, any security holder agreement or any voting trust agreement, 
that the offeror has access to and can reasonably be regarded as material to a  
security holder in deciding whether to deposit securities under  the bid.
(2) An offeree issuer whose securities are the subject of a take-over bid under Part 2 
must file copies of any agreement of which the offeree issuer is aware that could 
affect control of the offeree issuer, including an agreement with change of control 
provisions, a security holder agreement or a voting trust agreement, that the offeree 
issuer has access to and can reasonably be regarded as material to a security holder in 
deciding whether to deposit securities under the bid.
(3) The documents required to be filed 
(a)	under subsection (1) must be filed on the day the take-over bid circular is 
filed under section 2.10, and 
(b)	under subsection (2) must be filed on the day that the directors' circular is 
filed under section 2.19.
(4) If an agreement required to be filed under subsection (1) or (2) is entered into after 
a take-over bid circular referred to in subsection (1) or the directors' circular referred 
to in subsection (2) is filed, the agreement must be filed promptly but not later than 2 
business days from the date that the agreement was entered into.
(5) If a document required to be filed under subsection (1) or (2) has already been 
filed in electronic format under National Instrument 13-101 System for Electronic 
Document Analysis and Retrieval (SEDAR), the requirement to file the document 
may be satisfied by filing a letter describing the document and stating the filing date 
and project number. 
(6) A document dated before March 30, 2004 that is required to be filed under 
subsection (1) or (2) may be filed in paper format if it does not exist in an acceptable 
electronic format under National Instrument 13-101 System for Electronic Document 
Analysis and Retrieval (SEDAR).
(7) A provision in a document required to be filed under subsection (1) or (2) may be 
omitted or marked so as to be unreadable if 
(a)	the filer has reasonable grounds to believe that disclosure of the provision 
would be seriously prejudicial to the interests of the filer or would violate 
confidentiality provisions,  
(b)	the provision does not contain information relating to the filer or its 
securities that would be necessary to understand the document, and 
(c)	in the copy of the document filed by the filer, the filer includes a brief 
description of the information that has been omitted or marked so as to be 
unreadable immediately after the provision that has been omitted or marked.
Certification of bid circulars
3.3 (1) A bid circular or a notice of change or notice of variation in respect of the bid 
circular required under this Instrument must contain a certificate of the offeror in the 
required form signed 
(a)	if the offeror is a person other than an individual, by each of the following:
(i)	the chief executive officer or, in the case of a person that does not have 
a chief executive officer, the individual who performs similar functions 
to a chief executive officer, 
(ii)	the chief financial officer or, in the case of a person that does not have a 
chief financial officer, the individual who performs similar functions to 
a chief financial officer, and  
(iii)	2 directors, other than the chief executive officer and the chief financial 
officer, who are duly authorized by the board of directors of that person 
to sign on behalf of the board of directors, or
(b)	if the offeror is an individual, by the individual.
(2) For the purposes of subsection (1)(a), if the offeror has fewer than 4 directors and 
officers, the certificate must be signed by all of the directors and officers.
(3) A directors' circular or a notice of change in respect of a directors' circular 
required under this Instrument must contain a certificate of the board of directors of 
the offeree issuer in the required form signed by 2 directors who are duly authorized 
by the board of directors of that person to sign on behalf of the board of directors.
(4) Every person that files and sends an individual director's or officer's circular or a 
notice of change in respect of an individual director's or officer's circular under this 
Instrument must ensure that the circular or notice contains a certificate in the required 
form and signed by or on behalf of the director or officer sending the circular or 
notice. 
(5) If the regulator or securities regulatory authority is satisfied that either or both of 
the chief executive officer or chief financial officer cannot sign a certificate required 
under this Instrument, the regulator or securities regulatory authority may accept a 
certificate signed by another officer or director.
Obligation to provide security holder list
3.4 (1) If a person makes or proposes to make a take-over bid under Part 2 for a class 
of securities of an issuer that is not otherwise required by law to provide a list of its 
security holders to the person, the issuer must provide a list of holders of that class of 
securities, and any known holder of an option or right to acquire securities of that 
class, to enable the person to carry out the bid in compliance with this Instrument.
(2) For the purposes of subsection (1), section 21 of the Canada Business 
Corporations Act applies with necessary modifications to the person making or 
proposing to make the take-over bid and to the issuer, except that the affidavit that 
accompanies the request for the list of security holders must state that the list will not 
be used except in connection with a bid made under Part 2 for securities of the issuer.
PART 4: EXEMPTIONS
Division 1:  Exempt Take-Over Bids
Normal course purchase exemption
4.1 A take-over bid is exempt from Part 2 if all of the following conditions are 
satisfied:
(a)	the bid is for not more than 5% of the outstanding securities of a class of 
securities of the offeree issuer;
(b)	the aggregate number of securities acquired in reliance on this exemption by 
the offeror and any person acting jointly or in concert with the offeror within 
any period of 12 months, when aggregated with acquisitions otherwise made 
by the offeror and any person acting jointly or in concert with the offeror 
within the same 12-month period, other than under a bid that is subject to 
Part 2, does not exceed 5% of the securities of that class outstanding at the 
beginning of the 12-month period;
(c)	there is a published market for the class of securities that are the subject of 
the bid; 
(d)	the value of the consideration paid for any of the securities acquired is not in 
excess of the market price at the date of acquisition, as determined in 
accordance with section 1.11, plus reasonable brokerage fees or 
commissions actually paid.
Private agreement exemption
4.2 (1) A take-over bid is exempt from Part 2 if all of the following conditions are 
satisfied:
(a)	purchases are made from not more than 5 persons in the aggregate, 
including persons located outside the local jurisdiction;
(b)	the bid is not made generally to security holders of the class of securities 
that is the subject of the bid, so long as there are more than 5 security 
holders of the class;
(c)	if there is a published market for the securities acquired, the value of the 
consideration paid for any of the securities, including brokerage fees or 
commissions, is not greater than 115% of the market price of the securities 
at the date of the bid as determined in accordance with section 1.11; 
(d)	if there is no published market for the securities acquired, there is a 
reasonable basis for determining that the value of the consideration paid for 
any of the securities is not greater than 115% of the value of the securities.
(2) In subsection (1), if an offeror makes an offer to acquire securities from a person 
and the offeror knows or ought to know after reasonable enquiry that
(a)	the person acquired the securities in order that the offeror might make use of 
the exemption under subsection (1), then each person from whom those 
securities were acquired must be included in the determination of the 
number of persons to whom an offer to acquire has been made, or
(b)	the person from whom the acquisition is being made is acting as a nominee, 
agent, trustee, executor, administrator or other legal representative for one or 
more other persons having a direct beneficial interest in those securities, 
then each of those other persons must be included in the determination of 
the number of persons to whom an offer to acquire has been made.
(3) Despite paragraph (2)(b), a trust or estate is to be considered a single security 
holder in the determination of the number of persons to whom an offer to acquire has 
been made if 
(a)	an inter vivos trust has been established by a single settlor, or
(b)	an estate has not vested in all persons who are beneficially entitled to it.
Non-reporting issuer exemption
4.3 A take-over bid is exempt from Part 2 if all of the following conditions are 
satisfied:
(a)	the offeree issuer is not a reporting issuer;
(b)	there is no published market for the securities that are the subject of the bid; 
(c)	the number of security holders of that class of securities at the 
commencement of the bid is not more than 50, exclusive of holders who
(i)	are in the employment of the offeree issuer or an affiliate of the offeree 
issuer, or
(ii)	were formerly in the employment of the offeree issuer or in the 
employment of an entity that was an affiliate of the offeree issuer at the 
time of that employment, and who while in that employment were, and 
have continued after that employment to be, security holders of the 
offeree issuer.
Foreign take-over bid exemption
4.4 A take-over bid is exempt from Part 2 if all of the following conditions are 
satisfied:
(a)	security holders whose last address as shown on the books of the offeree 
issuer is in Canada hold less than 10% of the outstanding securities of the 
class subject to the bid at the commencement of the bid;
(b)	the offeror reasonably believes that security holders in Canada beneficially 
own less than 10% of the outstanding securities of the class subject to the 
bid at the commencement of the bid;
(c)	the published market on which the greatest volume of trading in securities of 
that class occurred during the 12 months immediately preceding the 
commencement of the bid was not in Canada;
(d)	security holders in the local jurisdiction are entitled to participate in the bid 
on terms at least as favourable as the terms that apply to the general body of 
security holders of the same class;
(e)	at the same time as material relating to the bid is sent by or on behalf of the 
offeror to security holders of the class that is subject to the bid, the material 
is filed and sent to security holders whose last address as shown on the 
books of the offeree issuer is in the local jurisdiction;
(f)	if the bid materials referred to in paragraph (e) are not in English, a brief 
summary of the key terms of the bid prepared in English, and in Qu‚bec in 
French or French and English, is filed and sent to security holders whose 
last address as shown on the books of the offeree issuer is in the local 
jurisdiction at the same time as the bid materials are filed and sent; 
(g)	if no material relating to the bid is sent by or on behalf of the offeror to 
security holders of the class that is subject to the bid but a notice or 
advertisement of the bid is published by or on behalf of the offeror in the 
jurisdiction where the offeree issuer is incorporated or organized, an 
advertisement of the bid specifying where and how security holders may 
obtain a copy of, or access to, the bid documents is filed and published in 
English, and in Qu‚bec in French or French and English, in at least one 
major daily newspaper of general and regular paid circulation in the local 
jurisdiction.
De minimis exemption
4.5 A take-over bid is exempt from Part 2 if all of the following conditions are 
satisfied:
(a)	the number of beneficial owners of securities of the class subject to the bid 
in the local jurisdiction is fewer than 50;
(b)	the securities held by the beneficial owners referred to in paragraph (a) 
constitute, in aggregate, less than 2% of the outstanding securities of that 
class;  
(c)	security holders in the local jurisdiction are entitled to participate in the bid 
on terms at least as favourable as the terms that apply to the general body of 
security holders of the same class; 
(d)	at the same time as material relating to the bid is sent by or on behalf of the 
offeror to security holders of the class that is subject to the bid, the material 
is filed and sent to security holders whose last address as shown on the 
books of the offeree issuer is in the local jurisdiction.


Division 2: Exempt Issuer Bids
Issuer acquisition or redemption exemption
4.6 An issuer bid for a class of securities is exempt from Part 2 if any of the following 
conditions are satisfied:
(a)	the securities are purchased, redeemed or otherwise acquired in accordance 
with the terms and conditions attaching to the class of securities that permit 
the purchase, redemption or acquisition of the securities by the issuer 
without the prior agreement of the owners of the securities, or the securities 
are acquired to meet sinking fund or purchase fund requirements;
(b)	the purchase, redemption or other acquisition is required by the terms and 
conditions attaching to the class of securities or by the statute under which 
the issuer was incorporated, organized or continued; 
(c)	the terms and conditions attaching to the class of securities contain a right of 
the owner to require the issuer of the securities to redeem, repurchase, or 
otherwise acquire the securities, and the securities are acquired under the 
exercise of the right.
Employee, executive officer, director and consultant exemption
4.7 An issuer bid is exempt from Part 2 if the securities are acquired from a current or 
former employee, executive officer, director or consultant of the issuer or of an 
affiliate of the issuer and, if there is a published market in respect of the securities,
(a)	the value of the consideration paid for any of the securities acquired is not 
greater than the market price of the securities at the date of the acquisition, 
determined in accordance with section 1.11, and
(b)	the aggregate number of securities or, in the case of convertible debt 
securities, the aggregate principal amount of securities acquired by the 
issuer within any period of 12 months in reliance on the exemption provided 
by this paragraph does not exceed 5% of the securities of that class 
outstanding at the beginning of the 12-month period. 
Normal course issuer bid exemptions 
4.8 (1) In this section, "designated exchange" means the Toronto Stock Exchange, the 
TSX Venture Exchange or other exchange recognized or designated by the securities 
regulatory authorities for the purpose of this Instrument.
(2) An issuer bid that is made in the normal course through the facilities of a 
designated exchange is exempt from Part 2 if the bid is made in accordance with the 
bylaws, rules, regulations and policies of that exchange.
(3) An issuer bid that is made in the normal course on a published market, other than 
a designated exchange, is exempt from Part 2 if all of the following conditions are 
satisfied:
(a)	the bid is for not more than 5% of the outstanding securities of a class of 
securities of the issuer;
(b)	the aggregate number of securities or, in the case of convertible debt 
securities, the aggregate principal amount of securities acquired in reliance 
on this exemption by the issuer and any person acting jointly or in concert 
with the issuer within any 12-month period does not exceed 5% of the 
securities of that class outstanding at the beginning of the 12-month period;
(c)	the value of the consideration paid for any of the securities acquired is not in 
excess of the market price at the date of acquisition as determined in 
accordance with section 1.11, plus reasonable brokerage fees or 
commissions actually paid.
(4) An issuer making a bid under subsection (2) must promptly file any news release 
required to be issued by the designated exchange.
(5) An issuer making a bid under subsection (3) must issue and file, at least 5 days 
before the commencement of the bid, a news release containing the following 
information:
(a)	the class and number of securities or principal amount of debt securities 
sought;
(b)	the dates, if known, on which the issuer bid will commence and expire;
(c)	the value, in Canadian dollars, of the consideration offered per security; 
(d)	the manner in which the securities will be acquired; and
(e)	the reasons for the issuer bid.  
Non-reporting issuer exemption
4.9 An issuer bid is exempt from Part 2 if all of the following conditions are satisfied:
(a)	the issuer is not a reporting issuer;
(b)	there is no published market for the securities that are the subject of the bid; 
(c)	the number of security holders of that class of securities at the 
commencement of the bid is not more than 50, exclusive of holders who
(i)	are in the employment of the issuer or an affiliate of the issuer, or
(ii)	were formerly in the employment of the issuer or in the employment of 
an entity that was an affiliate of the issuer at the time of that 
employment, and who while in that employment were, and have 
continued after the employment to be, security holders of the issuer.


Foreign issuer bid exemption
4.10 An issuer bid is exempt from Part 2 if all of the following conditions are 
satisfied:
(a)	security holders whose last address as shown on the books of the offeree 
issuer is in Canada hold less than 10% of the outstanding securities of the 
class subject to the bid at the commencement of the bid;
(b)	the offeror reasonably believes that security holders in Canada beneficially 
own less than 10% of the outstanding securities of the class subject to the 
bid at the commencement of the bid;
(c)	the published market on which the greatest volume of trading in securities of 
that class occurred during the 12 months immediately preceding the 
commencement of the bid was not in Canada;
(d)	security holders in the local jurisdiction are entitled to participate in the bid 
on terms at least as favourable as the terms that apply to the general body of 
security holders of the same class; 
(e)	at the same time as material relating to the bid is sent by or on behalf of the 
offeror to security holders of the class that is subject to the bid, the material 
is filed and sent to security holders whose last address as shown on the 
books of the offeree issuer is in the local jurisdiction;
(f)	if the bid materials referred to in paragraph (e) are not in English, a brief 
summary of the key terms of the bid prepared in English, and in Qu‚bec in 
French or French and English, is filed and sent to security holders whose 
last address as shown on the books of the offeree issuer is in the local 
jurisdiction at the same time as the bid materials are filed and sent;
(g)	if no material relating to the bid is sent by or on behalf of the offeror to 
security holders of the class that is subject to the bid but a notice or 
advertisement of the bid is published by or on behalf of the offeror in the 
jurisdiction where the offeree issuer is incorporated or organized, an 
advertisement of the bid specifying where and how security holders may 
obtain a copy of, or access to, the bid documents is filed and published in 
English, and in Qu‚bec in French or French and English, in at least one 
major daily newspaper of general and regular paid circulation in the local 
jurisdiction.
De minimis exemption
4.11 An issuer bid is exempt from the requirements of Part 2 if all of the following 
conditions are satisfied:
(a)	the number of beneficial owners of the class of securities subject to the bid 
in the local jurisdiction is fewer than 50;
(b)	the securities held by the beneficial owners referred to in paragraph (a) 
constitute, in aggregate, less than 2% of the outstanding securities of that 
class;
(c)	security holders in the local jurisdiction are entitled to participate in the bid 
on terms at least as favourable as the terms that apply to the general body of 
security holders of the same class; 
(d)	at the same time as material relating to the bid is sent by or on behalf of the 
offeror to security holders of the class that is subject to the bid, the material 
is filed and sent to security holders whose last address as shown on the 
books of the offeree issuer is in the local jurisdiction.
PART 5: REPORTS AND ANNOUNCEMENTS OF ACQUISITIONS
Definitions 
5.1 In this Part,
(a)	"acquiror" means a person who acquires a security, other than by way of a 
take-over bid or an issuer bid made in compliance with Part 2, and 
(b)	"acquiror's securities" means securities of an offeree issuer beneficially 
owned, or over which control or direction is exercised, on the date of an 
offer to acquire, by an acquiror or any person acting jointly or in concert 
with the acquiror. 
Early warning 
5.2 (1) Every acquiror who acquires beneficial ownership of, or control or direction 
over, voting or equity securities of any class of a reporting issuer or securities 
convertible into voting or equity securities of any class of a reporting issuer that, 
together with the acquiror's securities of that class, would constitute 10% or more of 
the outstanding securities of that class, must
(a)	promptly issue and file a news release containing the information required 
by section 3.1 of National Instrument 62-103 The Early Warning System 
and Related Take-Over Bid and Insider Reporting Issues, and 
(b)	within 2 business days from the day of the acquisition, file a report 
containing the information required by section 3.1 of National Instrument 
62-103 The Early Warning System and Related Take-Over Bid and Insider 
Reporting Issues.
(2) An acquiror must issue an additional news release and file a report in accordance 
with subsection (1) each time any of the following events occur:
(a)	the acquiror or any person acting jointly or in concert with the acquiror 
acquires beneficial ownership of, or control or direction over,
(i)	an additional 2% or more of the outstanding securities of the class of 
securities that was the subject of the most recent report required to be 
filed by the acquiror under this section, or
(ii)	securities convertible into an additional 2% or more of the outstanding 
securities referred to in subparagraph (i);
(b)	there is a change in a material fact contained in the report required under 
subsection (1) or paragraph (a) of this subsection.
(3) During the period beginning on the occurrence of an event in respect of which a 
report or further report is required to be filed under this section and ending on the 
expiry of one business day after the date that the report or further report is filed, the 
acquiror required to file the report or any person acting jointly or in concert with the 
acquiror must not acquire or offer to acquire beneficial ownership of any securities of 
the class in respect of which the report or further report is required to be filed or any 
securities convertible into securities of that class. 
(4) Subsection (3) does not apply to an acquiror that has beneficial ownership of, or 
control or direction over, securities that, together with the acquiror's securities of that 
class, constitute 20% or more of the outstanding securities of that class.  
Acquisitions during bid 
5.3 (1) If, after a take-over bid or an issuer bid has been made under Part 2 for voting 
or equity securities of a reporting issuer and before the expiry of the bid, an acquiror 
acquires beneficial ownership of, or control or direction over, securities of the class 
subject to the bid which, when added to the acquiror's securities of that class, 
constitute 5% or more of the outstanding securities of that class, the acquiror must, 
before the opening of trading on the next business day, issue and file a news release 
containing the information required by subsection (3). 
(2) An acquiror must issue and file an additional news release in accordance with 
subsection (3) before the opening of trading on the next business day each time the 
acquirer, or any person acting jointly or in concert with the acquiror, acquires 
beneficial ownership of, or control or direction over, in aggregate, an additional 2% or 
more of the outstanding securities of the class of securities that was the subject of the 
most recent news release required to be filed by the acquiror under this section.
(3) A news release or further news release required under subsection (1) or (2) must 
set out 
(a)	the name of the acquiror, 
(b)	the number of securities of the offeree issuer that were beneficially acquired, 
or over which control or direction was acquired, in the transaction that gave 
rise to the requirement under subsection (1) or (2) to issue the news release,
(c)	the number of securities and the percentage of outstanding securities of the 
offeree issuer that the acquiror and all persons acting jointly or in concert 
with the acquiror, have beneficial ownership of, or control or direction over, 
immediately after the acquisition described in paragraph (b), 
(d)	the number of securities of the offeree issuer that were beneficially acquired, 
or over which control or direction was acquired, by the acquiror and all 
persons acting jointly or in concert with the acquiror, since the 
commencement of the bid,
(e)	the name of the market in which the acquisition described in paragraph (b) 
took place, and 
(f)	the purpose of the acquiror and all persons acting jointly or in concert with 
the acquiror in making the acquisition described in paragraph (b), including 
any intention of the acquiror and all persons acting jointly or in concert with 
the acquiror to increase the beneficial ownership of, or control or direction 
over, any of the securities of the offeree issuer.
Duplicate news release not required 
5.4 If the facts in respect of which a news release is required to be filed under sections 
5.2 and 5.3 are identical, a news release is required only under the provision requiring 
the earlier news release.
Copies of news release and report
5.5 An acquiror that files a news release or report under sections 5.2 or 5.3 must 
promptly send a copy of each filing to the reporting issuer.
PART 6: EXEMPTIONS
Exemption - general 
6.1 The regulator or the securities regulatory authority may, under the statute referred 
to in Appendix B of National Instrument 14-101 Definitions opposite the name of the 
local jurisdiction, grant an exemption to this Instrument.   
Exemption - collateral benefit
6.2 The regulator or the securities regulatory authority may decide for the purposes of 
section 2.24 that an agreement, commitment or understanding with a selling security 
holder is made for reasons other than to increase the value of the consideration paid to 
a selling security holder for the securities of the selling security holder and that the 
agreement, commitment or understanding may be entered into despite that section.
PART 7: TRANSITION AND COMING INTO FORCE
Transition 
7.1 The take-over bid or issuer bid provisions in securities legislation that were in 
force immediately before the effective date of this Instrument, continue to apply in 
respect of every take-over bid and issuer bid commenced before the effective date of 
this Instrument. 
Coming into force
7.2 This Instrument comes into force on February 1, 2008.
FORM 62-104F1

TAKE-OVER BID CIRCULAR

Part 1 General Provisions
(a)	Defined terms
If a term is used but not defined in this Form, refer to Part 1 of Multilateral Instrument 
62-104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument 
14-101 Definitions.
(b)	Incorporating information by reference
If you are qualified to file a short form prospectus under sections 2.2 to 2.7 of 
National Instrument 44-101 Short Form Prospectus Distributions, or by reason of an 
exemption granted by a securities regulatory authority, you may incorporate 
information required under item 19 to be included in your take-over bid circular by 
reference to another document.  Clearly identify the referenced document or any 
excerpt of it that you incorporate into your take-over bid circular.  Unless you have 
already filed the referenced document, you must file it with your take-over bid 
circular.  You must also disclose that the document is on SEDAR at www.sedar.com 
and that, on request, you will promptly provide a copy of the document free of charge 
to a security holder of the offeree issuer.
(c)	Plain language 
Write the take-over bid circular so that readers are able to understand it and make 
informed investment decisions.  Offerors should apply plain language principles when 
they prepare a take-over bid circular including:  
*	using short sentences;
*	using definite everyday language;
*	using the active voice;
*	avoiding superfluous words;
*	organizing the document into clear, concise sections, paragraphs and 
sentences;
*	avoiding jargon;
*	using personal pronouns to speak directly to the reader;
*	avoiding reliance on glossaries and defined terms unless it facilitates 
understanding of the disclosure;
*	avoiding vague boilerplate wording;
*	avoiding abstract terms by using more concrete terms or examples;
*	avoiding multiple negatives;
*	using technical terms only when necessary and explaining those terms;
*	using charts, tables and examples where it makes disclosure easier to 
understand.
If you use technical terms, explain them in a clear and concise manner.
(d)	Numbering and headings
The numbering, headings and ordering of items included in this Form are guidelines 
only.  You do not need to include the heading or numbering or follow the order of 
items in this Form.  You do not need to refer to inapplicable items and, unless 
otherwise required in this Form, you may omit negative answers to items.  Disclosure 
provided in response to any item need not be repeated elsewhere in the circular.
Part 2 Contents of Take-Over Bid Circular
Item 1.	Name and description of offeror
State the corporate name of the offeror or, if the offeror is an unincorporated entity, 
the full name under which it exists and carries on business, and give a brief 
description of its activities.
Item 2.	Name of offeree issuer
State the corporate name of the offeree issuer or, if the offeree issuer is an 
unincorporated entity, the full name under which it exists and carries on business.
Item 3. 	Securities subject to the bid
State the class and number of securities that are the subject of the take-over bid and a 
description of the rights of the holders of any other class of securities that have a right 
to participate in the offer.
Item 4.	Time period
State the dates on which the take-over bid will commence and expire.
Item 5. 	Consideration 
State the consideration to be offered.  If the consideration includes securities, state the 
particulars of the designation, rights, privileges, restrictions and conditions attaching 
to those securities.
Item 6. 	Ownership of securities of offeree issuer
State the number, designation and percentage of the outstanding securities of any 
class of securities of the offeree issuer beneficially owned or over which control or 
direction is exercised 
(a)	by the offeror,
(b)	by each director and officer of the offeror, and
(c)	if known after reasonable enquiry, by 
(i)	each associate or affiliate of an insider of the offeror, 
(ii)	an insider of the offeror, other than a director or officer of the offeror, 
and
(iii)	any person acting jointly or in concert with the offeror. 
In each case where no securities are owned, directed or controlled, state this fact.
Item 7. 	Trading in securities of offeree issuer
State, if known after reasonable enquiry, the following information about any 
securities of the offeree issuer purchased or sold by the persons referred to in item 6 
during the 6-month period preceding the date of the take-over bid:
(a)	the description of the security;
(b)	the number of securities purchased or sold;
(c)	the purchase or sale price of the security; 
(d)	the date of the transaction. 
If no such securities were purchased or sold, state this fact.
Item 8. 	Commitments to acquire securities of offeree issuer
Disclose all agreements, commitments or understandings made by the offeror, and, if 
known after reasonable enquiry, by the persons referred to in item 6 to acquire 
securities of the offeree issuer, and the terms and conditions of those agreements, 
commitments or understandings.
Item 9. 	Terms and conditions of the bid
State the terms of the take-over bid.  If the obligation of the offeror to take up and pay 
for securities under the take-over bid is conditional, state the particulars of each 
condition.
Item 10. 	Payment for deposited securities
State the particulars of the method and time of payment of the consideration. 


Item 11. 	Right to withdraw deposited securities
Describe the withdrawal rights of the security holders of the offeree issuer under the 
take-over bid.  State that the withdrawal is made by sending a written notice to the 
designated depository and becomes effective on its receipt by the depository.
Item 12. 	Source of funds
State the source of any funds to be used for payment of deposited securities.  If the 
funds are to be borrowed, state
(a)	the name of the lender, 
(b)	the terms and financing conditions of the loan, 
(c)	the circumstances under which the loan must be repaid, and 
(d)	the proposed method of repayment.
Item 13. 	Trading in securities to be acquired
Provide a summary showing 
(a)	the name of each principal market on which the securities sought are traded,
(b)	any change in a principal market that is planned following the take-over bid, 
including but not limited to listing or de-listing on an exchange,
(c)	where reasonably ascertainable, in reasonable detail, the volume of trading 
and price range of the class of the securities in the 6-month period preceding 
the date of the take-over bid, or, in the case of debt securities, the prices 
quoted on each principal market, and
(d)	the date that the take-over bid to which the circular relates was announced to 
the public and the market price of the securities immediately before that 
announcement.
Item 14.	Arrangements between the offeror and the directors and officers of 
offeree issuer
Disclose the particulars of any agreement, commitment or understanding made or 
proposed to be made between the offeror and any of the directors or officers of the 
offeree issuer, including particulars of any payment or other benefit proposed to be 
made or given by way of compensation for loss of office or their remaining in or 
retiring from office if the take-over bid is successful. 
Item 15.	Arrangements between the offeror and security holders of offeree 
issuer
(1)	Disclose the particulars of any agreement, commitment or understanding 
made or proposed to be made between the offeror and a security holder of the offeree 
issuer relating to the bid, including a description of its purpose, its date, the identity of 
the parties, and its terms and conditions.  Disclosure with respect to each agreement, 
commitment or understanding, other than an agreement that a security holder will 
tender securities to a take-over bid made by the offeror, must include 
(a)	a detailed explanation as to how the offeror determined entering into it was 
not prohibited by section 2.24 of the Instrument, or
(b)	disclosure of the exception to, or exemption from, the prohibition against 
collateral agreements relied on by the offeror and the facts supporting that 
reliance.
(2)	If the offeror is relying on an exception to the prohibition against collateral 
agreements under subparagraph 2.25(1)(b)(ii) of the Instrument, and if the 
information is available to the offeror, disclose the review process undertaken by the 
independent committee of directors of the issuer and the basis on which the 
independent committee made its determination under clause 2.25(1)(b)(ii)(A) or (B) 
of the Instrument.
Item 16.	Arrangements with or relating to the offeree issuer 
Disclose the particulars of any agreement, commitment or understanding made 
between the offeror and the offeree issuer relating to the take-over bid and any other 
agreement, commitment or understanding of which the offeror is aware that could 
affect control of the offeree issuer, including an agreement with change of control 
provisions, a security holder agreement or a voting trust agreement that the offeror 
has access to and that can reasonably be regarded as material to a security holder in 
deciding whether to deposit securities under the bid.
Item 17.	Purpose of the bid
State the purpose of the take-over bid.  Disclose the particulars of any plans or 
proposals for 
(a)	subsequent transactions involving the offeree issuer such as a going private 
transaction, or 
(b)	material changes in the affairs of the offeree issuer, including, for example, 
any proposal to liquidate the offeree issuer, to sell, lease or exchange all or a 
substantial part of its assets, to amalgamate it with any other business 
organization or to make any material changes in its business, corporate 
structure (debt or equity), management or personnel.  
Item 18. 	Valuation
If the take-over bid is an insider bid, as defined in applicable securities legislation, 
include the disclosure regarding valuations required by securities legislation.  


Item 19. 	Securities of an offeror or other issuer to be exchanged for 
securities of offeree issuer
(1)	If a take-over bid provides that the consideration for the securities of the 
offeree issuer is to be, in whole or in part, securities of the offeror or other issuer, 
include the financial statements and other information required in a prospectus of the 
issuer whose securities are being offered in exchange for the securities of the offeree 
issuer.
(2)	For the purposes of subsection (1), provide the pro forma financial 
statements that would be required in a prospectus assuming that
(a)	the likelihood of the offeror completing the acquisition of securities of the 
offeree issuer is high, and
(b)	the acquisition is a significant acquisition for the offeror.
(3)	Despite subsection (1), the financial statements of the offeree issuer are not 
required to be included in the circular. 
Item 20. 	Right of appraisal and acquisition
State any rights of appraisal the security holders of the offeree issuer have under the 
laws or constating document governing, or contracts binding, the offeree issuer and 
state whether or not the offeror intends to exercise any right of acquisition the offeror 
may have.
Item 21. 	Market purchases of securities
State whether or not the offeror intends to purchase in the market securities that are 
the subject of the take-over bid.
Item 22. 	Approval of take-over bid circular
If the take-over bid is made by or on behalf of an offeror that has directors, state that 
the take-over bid circular has been approved and its sending has been authorized by 
the directors.
Item 23.	Other material facts
Describe
(a)	any material facts concerning the securities of the offeree issuer, and
(b)	any other matter not disclosed in the take-over bid circular that has not 
previously been generally disclosed, is known to the offeror, and that would 
reasonably be expected to affect the decision of the security holders of the 
offeree issuer to accept or reject the offer. 


Item 24. 	Solicitations
Disclose any person retained by or on behalf of the offeror to make solicitations in 
respect of the take-over bid and the particulars of the compensation arrangements.
Item 25. 	Statement of rights
Include the following statement of rights provided under the securities legislation of 
the jurisdictions relating to this circular:
Securities legislation in the provinces and territories of Canada provides security 
holders of the offeree issuer with, in addition to any other rights they may have at 
law, one or more rights of rescission, price revision or to damages, if there is a 
misrepresentation in a circular or notice that is required to be delivered to those 
security holders. However, such rights must be exercised within prescribed time 
limits. Security holders should refer to the applicable provisions of the securities 
legislation of their province or territory for particulars of those rights or consult 
a lawyer.
Item 26. 	Certificate
A take-over bid circular certificate form must state:
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 make a 
statement not misleading in the light of the circumstances in which it was made.
Item 27.	Date of take-over bid circular
Specify the date of the take-over bid circular.
FORM 62-104F2
ISSUER BID CIRCULAR
Part 1 General Provisions
(a)	Defined terms
If a term is used but not defined in this Form, refer to Part 1 of Multilateral Instrument 
62-104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument 
14-101 Definitions.
(b)	Incorporating information by reference
If you are qualified to file a short form prospectus under sections 2.2 to 2.7 of 
National Instrument 44-101 Short Form Prospectus Distributions, or by reason of an 
exemption granted by a securities regulatory authority, you may incorporate 
information required under item 21 to be included in your issuer bid circular by 
reference to another document.  Clearly identify the referenced document or any 
excerpt of it that you incorporate into your issuer bid circular.  Unless you have 
already filed the referenced document, you must file it with your issuer bid circular.  
You must also disclose that the document is on SEDAR at www.sedar.com and that, 
on request, you will promptly provide a copy of the document free of charge to a 
security holder of the issuer.
(c)	Plain language 
Write the issuer bid circular so that readers are able to understand it and make 
informed investment decisions.  Issuers should apply plain language principles when 
they prepare an issuer bid circular including:  
*	using short sentences;
*	using definite everyday language;
*	using the active voice;
*	avoiding superfluous words;
*	organizing the document into clear, concise sections, paragraphs and 
sentences;
*	avoiding jargon;
*	using personal pronouns to speak directly to the reader;
*	avoiding reliance on glossaries and defined terms unless it facilitates 
understanding of the disclosure;
*	avoiding vague boilerplate wording;
*	avoiding abstract terms by using more concrete terms or examples;
*	avoiding multiple negatives;
*	using technical terms only when necessary and explaining those terms;
*	using charts, tables and examples where it makes disclosure easier to 
understand.
If you use technical terms, explain them in a clear and concise manner.
(d)	Numbering and headings
The numbering, headings and ordering of items included in this Form are guidelines 
only.  You do not need to include the heading or numbering or follow the order of 
items in this Form.  You do not need to refer to inapplicable items and, unless 
otherwise required in this Form, you may omit negative answers to items.  Disclosure 
provided in response to any item need not be repeated elsewhere in the circular.
Part 2 Contents of Issuer Bid Circular
Item 1.	Name of issuer
State the corporate name of the issuer or, if the issuer is an unincorporated entity, the 
full name under which it exists and carries on business.
Item 2.	Securities subject to the bid
State the class and number of securities that are the subject of the issuer bid and a 
description of the rights of the holders of any other class of securities that have a right 
to participate in the offer.  Where the number of securities sought under the bid is 
subject to additional purchases by the issuer for the purpose of preventing security 
holders from being left with less than a standard trading unit, disclose this fact.
Where the issuer intends to rely on the exception from the proportionate take up and 
payment requirements found in subsection 2.26(3) of the Instrument relating to "dutch 
auctions", the issuer is not required to disclose the number of securities that are the 
subject of the issuer bid if the issuer discloses a maximum amount the issuer intends 
to spend making purchases pursuant to the bid.
Item 3.	Time period
State the dates on which the issuer bid will commence and expire.
Item 4. 	Consideration 
State the consideration to be offered.  If the consideration includes securities, state the 
particulars of the designation, rights, privileges, restrictions and conditions attaching 
to those securities.
Item 5. 	Payment for deposited securities
State the particulars of the method and time of payment of the consideration.
Item 6. 	Right to withdraw deposited securities
Describe the right to withdraw securities deposited under the issuer bid. State that the 
withdrawal is made by sending a written notice to the designated depository and 
becomes effective on its receipt by the depository.
Item 7. 	Source of funds
State the source of any funds to be used for payment of deposited securities.  If the 
funds are to be borrowed, state
(a)	the name of the lender, 
(b)	the terms and financing conditions of the loan, 
(c)	the circumstances under which the loan must be repaid, and 
(d)	the proposed method of repayment.
Item 8. 	Participation
If the issuer bid is for less than all of the outstanding securities of that class, state that 
if a greater number or principal amount of the securities are deposited than the issuer 
is bound or willing to take up and pay for, the issuer will take up as nearly as may be 
proportionately, disregarding fractions, according to the number or principal amount 
of the securities deposited.  To the extent that this is not the case, as permitted by 
securities legislation, the response to this item should be modified accordingly.
If an issuer intends to rely on one or both of the exceptions from the proportionate 
take up and payment requirements found in subsections 2.26 (2) and (3) of the 
Instrument relating to standard trading units and "dutch auctions", describe the 
mechanism under which securities would be deposited and taken up without 
proration. 
Item 9.	Purpose of the bid
State the purpose for the issuer bid, and if it is anticipated that the issuer bid will be 
followed by a going private transaction or other transaction such as a business 
combination, describe the proposed transaction.
Item 10.	Trading in securities to be acquired
Provide a summary showing 
(a)	the name of each principal market on which the securities sought are traded,
(b)	any change in a principal market that is planned following the issuer bid,
(c)	where reasonably ascertainable, in reasonable detail, the volume of trading 
and price range of the class of the securities in the 6-month period preceding 
the date of the issuer bid, or, in the case of debt securities, the prices quoted 
on each principal market, and
(d)	the date that the issuer bid to which the circular relates was announced to the 
public and the market price of the securities of the issuer immediately before 
that announcement.
Item 11. 	Ownership of securities of issuer
State the number, designation and the percentage of the outstanding securities of any 
class of securities of the issuer beneficially owned or over which control or direction 
is exercised 
(a)	by each director and officer of the issuer, and
(b)	if  known after reasonable enquiry, by 
(i)	each associate or affiliate of an insider of the issuer, 
(ii)	each associate or affiliate of the issuer, 
(iii)	an insider of the issuer, other than a director or officer of the issuer, and
(iv)	each person acting jointly or in concert with the issuer.
In each case where no securities are owned, directed or controlled, state this fact.


Item 12.	Commitments to acquire securities of issuer 
Disclose all agreements, commitments or understandings made by the issuer and, if 
known after reasonable enquiry, by the persons referred to in item 11, to acquire 
securities of the issuer, and the terms and conditions of those agreements, 
commitments or understandings.
Item 13.	Acceptance of issuer bid
If known after reasonable enquiry, state the name of every person named in item 11 
who has accepted or intends to accept the issuer bid and the number of securities in 
respect of which the person has accepted or intends to accept the issuer bid.
Item 14.	Benefits from the bid
State the direct or indirect benefits to any of the persons named in item 11 of 
accepting or refusing the issuer bid.
Item 15. 	Material changes in the affairs of issuer
Disclose the particulars of any plans or proposals for material changes in the affairs of 
the issuer, including, for example, any contract or agreement under negotiation, any 
proposal to liquidate the issuer, to sell, lease or exchange all or a substantial part of its 
assets, to amalgamate it or to make any material changes in its business, corporate 
structure (debt or equity), management or personnel.
Item 16.	Other benefits 
If any material changes or subsequent transactions are contemplated, as described in 
item 9 or 15, state any specific benefit, direct or indirect, as a result of such changes 
or transactions to any of the persons named in item 11.
Item 17. 	Arrangements between the issuer and security holders 
(1)	Disclose the particulars of any agreement, commitment or understanding 
made or proposed to be made between the issuer and a security holder of the issuer 
relating to the bid, including a description of its purpose, its date, the identity of the 
parties, and its terms and conditions.  Disclosure with respect to each agreement, 
commitment or understanding, other than an agreement that a security holder will 
tender securities to an issuer bid, must include 
(a)	a detailed explanation as to how the issuer determined entering into it was 
not prohibited by section 2.24 of the Instrument, or
(b)	disclosure of the exception to, or exemption from, the prohibition against 
collateral agreements relied on by the issuer and the facts supporting that 
reliance.
(2)	If the issuer is relying on an exception to the prohibition against collateral 
agreements under subparagraph 2.25(1)(b)(ii) of the Instrument, and if the 
information is available to the issuer, disclose the review process undertaken by the 
independent committee of directors of the issuer and the basis on which the 
independent committee made its determination under clause 2.25(1)(b)(ii)(A) or (B) 
of the Instrument. 
Item 18	Previous purchases and sales
State the following information about any securities of the issuer purchased or sold by 
the issuer during the twelve months preceding the date of the issuer bid, excluding 
securities purchased or sold pursuant to the exercise of employee stock options, 
warrants and conversion rights:
(a)	the description of the security,
(b)	the number of securities purchased or sold,
(c)	the purchase or sale price of the security, and 
(d)	the date and purpose of each transaction.
If no securities were purchased or sold, state this fact.
Item 19. 	Financial statements
If the most recently available interim financial statements are not included, include a 
statement that the most recent interim financial statements will be sent without charge 
to any security holder requesting them.
Item 20.	Valuation
If a valuation is required by applicable securities legislation, include the disclosure 
regarding valuations required by securities legislation.  
Item 21. 	Securities of issuer to be exchanged for others
If an issuer bid provides that the consideration for the securities of the issuer is to be, 
in whole or in part, different securities of the issuer, include the financial and other 
information prescribed for a prospectus of the issuer. 
Item 22. 	Approval of issuer bid circular
State that the issuer bid circular has been approved by the issuer's directors, 
disclosing the name of any individual director of the issuer who has informed the 
directors in writing of their opposition to the issuer bid and that the delivery of the 
issuer bid circular to the security holders of the issuer has been authorized by the 
issuer's directors.
If the issuer bid is part of a transaction or to be followed by a transaction required to 
be approved by minority security holders, state the nature of the approval required.


Item 23. 	Previous distribution
If the securities of the class subject to the issuer bid were distributed during the 5 
years preceding the issuer bid, state the distribution price per share and the aggregate 
proceeds received by the issuer or selling security holder.
Item 24. 	Dividend policy
State the frequency and amount of dividends with respect to shares of the issuer 
during the 2 years preceding the date of the issuer bid, any restrictions on the issuer's 
ability to pay dividends and any plan or intention to declare a dividend or to alter the 
dividend policy of the issuer.
Item 25. 	Tax consequences
Provide a general description of the income tax consequences in Canada of the issuer 
bid to the issuer and to the security holders of any class affected.
Item 26. 	Expenses of bid
Provide a statement of the expenses incurred or to be incurred in connection with the 
issuer bid.
Item 27. 	Right of appraisal and acquisition 
State any rights of appraisal the security holders of the issuer have under the laws or 
constating documents governing, or contracts binding, the issuer and state whether or 
not the issuer intends to exercise any right of acquisition the issuer may have. 
Item 28. 	Statement of rights
Include the following statement of rights provided under the securities legislation of 
the jurisdictions relating to this circular:
Securities legislation in the provinces and territories of Canada provides security 
holders of the offeree issuer with, in addition to any other rights they may have at 
law, one or more rights of rescission, price revision or to damages, if there is a 
misrepresentation in a circular or notice that is required to be delivered to those 
security holders. However, such rights must be exercised within prescribed time 
limits. Security holders should refer to the applicable provisions of the securities 
legislation of their province or territory for particulars of those rights or consult 
a lawyer.
Item 29. 	Other material facts
Describe
(a)	any material facts concerning the securities of the issuer, and
(b)	any other matter not disclosed in the issuer bid circular that has not 
previously been generally disclosed, is known to the issuer, and that would 
reasonably be expected to affect the decision of the security holders of the 
issuer to accept or reject the offer.
Item 30. 	Solicitations
Disclose any person retained by or on behalf of the issuer to make solicitations in 
respect of the issuer bid and the particulars of the compensation arrangements.
Item 31. 	Certificate
An issuer bid circular certificate form must state:
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 make a 
statement not misleading in the light of the circumstances in which it was made.
Item 32.	 Date of issuer bid circular
Specify the date of the issuer bid circular.
FORM 62-104F3
DIRECTORS' CIRCULAR
Part 1 General Provisions
(a)	Defined terms
If a term is used but not defined in this Form, refer to Part 1 of Multilateral Instrument 
62-104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument 
14-101 Definitions.  
(b)	Plain language 
Write the directors' circular so that readers are able to understand it and make 
informed investment decisions.  Directors should apply plain language principles 
when they prepare a directors' circular including: 
*	using short sentences;
*	using definite everyday language;
*	using the active voice;
*	avoiding superfluous words;
*	organizing the document into clear, concise sections, paragraphs and 
sentences;
*	avoiding jargon;
*	using personal pronouns to speak directly to the reader;
*	avoiding reliance on glossaries and defined terms unless it facilitates 
understanding of the disclosure;
*	avoiding vague boilerplate wording;
*	avoiding abstract terms by using more concrete terms or examples;
*	avoiding multiple negatives;
*	using technical terms only when necessary and explaining those terms;
*	using charts, tables and examples where it makes disclosure easier to 
understand.
If you use technical terms, explain them in a clear and concise manner.
(c)	Numbering and headings
The numbering, headings and ordering of items included in this Form are guidelines 
only.  You do not need to include the heading or numbering or follow the order of 
items in this Form.  You do not need to refer to inapplicable items and, unless 
otherwise required in this Form, you may omit negative answers to items.  Disclosure 
provided in response to any item need not be repeated elsewhere in the circular.
Part 2 Contents of Directors' Circular
Item 1. 	Name of offeror
State the corporate name of the offeror or, if the offeror is an unincorporated entity, 
the full name under which it exists and carries on business.
Item 2. 	Name of offeree issuer
State the corporate name of the offeree issuer or, if the offeree issuer is an 
unincorporated entity, the full name under which it exists and carries on business.
Item 3. 	Names of directors of the offeree issuer
State the name of each director of the offeree issuer.
Item 4. 	Ownership of securities of offeree issuer
State the number, designation and the percentage of the outstanding securities of any 
class of securities of the offeree issuer beneficially owned or over which control or 
direction is exercised 
(a)	by each director and officer of the offeree issuer, and
(b)	if known after reasonable enquiry, by 
(i)	each associate or affiliate of an insider of the offeree issuer, 
(ii)	each associate or affiliate of the offeree issuer, 
(iii)	an insider of the offeree issuer, other than a director or officer of the 
offeree issuer, and
(iv)	each person acting jointly or in concert with the offeree issuer.
In each case where no securities are owned, directed or controlled, state this fact.
Item 5. 	Acceptance of take-over bid
If known after reasonable enquiry, state the name of every person named in item 4 
who has accepted or intends to accept the offer and the number of securities in respect 
of which such person has accepted or intends to accept the offer.
Item 6. 	Ownership of securities of offeror
If a take-over bid is made by or on behalf of an offeror that is an issuer, state the 
number, designation and percentage of the outstanding securities of any class of 
securities of the offeror beneficially owned or over which control or direction is 
exercised 
(a)	by the offeree issuer, 
(b)	by each director and officer of the offeree issuer, and
(c)	if known after reasonable enquiry, by 
(i) 	each associate or affiliate of an insider of the offeree issuer,
(ii) 	each affiliate or associate of  the offeree issuer, and
(iii) 	an insider of the offeree issuer, other than a director or officer of the 
offeree issuer, and
(iv)	each person acting jointly or in concert with the offeree issuer.
In each case where no securities are so owned, directed or controlled, state this fact.
Item 7.	Relationship between the offeror and the directors and officers of 
the offeree issuer
Disclose the particulars of any agreement, commitment or understanding made or 
proposed to be made between the offeror and any of the directors or officers of the 
offeree issuer, including particulars of any payment or other benefit proposed to be 
made or given by way of compensation for loss of office or their remaining in or 
retiring from office if the take-over bid is successful.  State also whether any directors 
or officers of the offeree issuer are also directors or officers of the offeror or any 
subsidiary of the offeror and identify those persons.
Item 8.	Arrangements between offeree issuer and officers and directors
Disclose the particulars of any agreement, commitment or understanding made or 
proposed to be made between the offeree issuer and any of the directors or officers of 
the offeree issuer, including particulars of any payment or other benefit proposed to 
be made or given by way of compensation for loss of office or their remaining in or 
retiring from office if the take-over bid is successful.


Item 9 	Arrangements between the offeror and security holders of offeree 
issuer
(1)	If not already disclosed in the take-over bid circular, disclose the particulars 
of any agreement, commitment or understanding made or proposed to be made 
between the offeror and a security holder of the offeree issuer relating to the bid, 
including a description of its purpose, its date, the identity of the parties, and its terms 
and conditions.  Disclosure with respect to each agreement, commitment or 
understanding, other than an agreement that a security holder will tender securities to 
a take-over bid made by the offeror, must include 
(a)	a detailed explanation as to how the offeror determined entering into it was 
not prohibited by section 2.24 of the Instrument, or
(b)	disclosure of the exception to, or exemption from, the prohibition against 
collateral agreements relied on by the offeror and the facts supporting that 
reliance.
(2)	If the offeror is relying on an exception to the prohibition against collateral 
agreements under subparagraph 2.25(1)(b)(ii) of the Instrument, and if not already 
disclosed in the take-over bid circular, disclose the review process undertaken by the 
independent committee of directors of the issuer and the basis on which the 
independent committee made its determination under clause 2.25(1)(b)(ii)(A) or (B) 
of the Instrument. 
Item 10. 	Interests of directors and officers of the offeree issuer in material 
transactions with offeror
State whether any director or officer of the offeree issuer and their associates and, if 
known to the directors or officers after reasonable enquiry, whether any person who 
owns more than 10 % of any class of equity securities of the offeree issuer for the 
time being outstanding has any interest in any material transaction to which the 
offeror is a party, and if so, state particulars of the nature and extent of such interest.
Item 11. 	Trading by directors, officers and other insiders
(1)	State the number of securities of the offeree issuer traded, the purchase or 
sale price and the date of each transaction during the 6-month period preceding the 
date of the directors' circular by the offeree issuer and each director, officer or other 
insider of the offeree issuer, and, if known after reasonable enquiry, by 
(a)	each associate or affiliate of an insider of the offeree issuer,
(b)	each affiliate or associate of the offeree issuer, and
(c)	each person acting jointly or in concert with the offeree issuer.
(2)	Disclose the number and price of securities of the offeree issuer of the class 
of securities subject to the bid or convertible into securities of that class that have 
been issued to the directors, officers and other insiders of the offeree issuer during the 
2-year period preceding the date of the circular.
Item 12. 	Additional information
If any information required to be disclosed by the take-over bid circular prepared by 
the offeror has been presented incorrectly or is misleading, supply any additional 
information which will make the information in the circular correct or not misleading.
Item 13. 	Material changes in the affairs of offeree issuer
State the particulars of any information known to any of the directors or officers of 
the offeree issuer that indicates any material change in the affairs of the offeree issuer 
since the date of the last published interim or annual financial statement of the offeree 
issuer.
Item 14. 	Other material information
State the particulars of any other information known to the directors but not already 
disclosed in the directors' circular that would reasonably be expected to affect the 
decision of the security holders of the offeree issuer to accept or reject the offer. 
Item 15. 	Recommending acceptance or rejection of the bid
Include either a recommendation to accept or reject the take-over bid and the reasons 
for such recommendation or a statement that the directors are unable to make or are 
not making a recommendation.  If no recommendation is made, state the reasons for 
not making a recommendation.  If the directors of an offeree issuer are considering 
recommending acceptance or rejection of a take-over bid after the sending of the 
directors' circular, state that fact. 
Item 16. 	Response of offeree issuer
Describe any transaction, directors' resolution, agreement in principle or signed 
contract of the offeree issuer in response to the bid.  Disclose whether there are any 
negotiations underway in response to the bid, which relate to or would result in 
(a)	an extraordinary transaction such as a merger or reorganization involving 
the offeree issuer or a subsidiary,
(b)	the purchase, sale or transfer of a material amount of assets by the offeree 
issuer or a subsidiary,
(c)	a competing take-over bid, 
(d)	a bid by the offeree issuer for its own securities or for those of another 
issuer, or
(e)	any material change in the present capitalization or dividend policy of the 
offeree issuer.
If there is an agreement in principle, give full particulars.


Item 17. 	Approval of directors' circular
State that the directors' circular has been approved and its sending has been 
authorized by the directors of the offeree issuer.
Item 18. 	Statement of rights
Include the following statement of rights provided under the securities legislation of 
the jurisdictions relating to this circular:
Securities legislation in the provinces and territories of Canada provides security 
holders of the offeree issuer with, in addition to any other rights they may have at 
law, one or more rights of rescission, price revision or to damages,  if there is a 
misrepresentation in a circular or notice that is required to be delivered to those 
security holders. However, such rights must be exercised within prescribed time 
limits. Security holders should refer to the applicable provisions of the securities 
legislation of their province or territory for particulars of those rights or consult 
a lawyer.
Item 19. 	Certificate
A directors' circular certificate form must state:
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 make a 
statement not misleading in the light of the circumstances in which it was made.
Item 20. 	Date of directors' circular
Specify the date of the directors' circular. 
FORM 62-104F4
DIRECTOR'S OR OFFICER'S CIRCULAR
Part 1 General Provisions
(a)	Defined terms
If a term is used but not defined in this Form, refer to Part 1 of Multilateral Instrument 
62-104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument 
14-101 Definitions.
(b)	Plain language 
Write the director's or officer's circular so that readers are able to understand it and 
make informed investment decisions.   Directors and officers should apply plain 
language principles when they prepare a director's or officer's circular including:
*	using short sentences;
*	using definite everyday language;
*	using the active voice;
*	avoiding superfluous words;
*	organizing the document into clear, concise sections, paragraphs and 
sentences;
*	avoiding jargon;
*	using personal pronouns to speak directly to the reader;
*	avoiding reliance on glossaries and defined terms unless it facilitates 
understanding of the disclosure;
*	avoiding vague boilerplate wording;
*	avoiding abstract terms by using more concrete terms or examples;
*	avoiding multiple negatives;
*	using technical terms only when necessary and explaining those terms;
*	using charts, tables and examples where it makes disclosure easier to 
understand.
If you use technical terms, explain them in a clear and concise manner.
(c)	Numbering and headings
The numbering, headings and ordering of items included in this Form are guidelines 
only.  You do not need to include the heading or numbering or follow the order of 
items in this Form.  You do not need to refer to inapplicable items and, unless 
otherwise required in this Form, you may omit negative answers to items.  Disclosure 
provided in response to any item need not be repeated elsewhere in the circular.
Part 2 Contents of Director's or Officer's Circular
Item 1. 	Name of offeror
State the corporate name of the offeror or, if the offeror is an unincorporated entity, 
the full name under which it exists and carries on business.
Item 2. 	Name of offeree issuer
State the corporate name of the offeree issuer or, if the offeree issuer is an 
unincorporated entity, the full name under which it exists and carries on business.
Item 3. 	Name of director or officer of offeree issuer
State the name of each director or officer delivering the circular.
Item 4. 	Ownership of securities of offeree issuer
State the number, designation and percentage of the outstanding securities of any 
class of securities of the offeree issuer beneficially owned or over which control or 
direction is exercised 
(a)	by the director or officer, and
(b)	if known after reasonable enquiry, by the associates of the director or 
officer.
In each case where no securities are so owned, directed or controlled, state this fact. 
Item 5. 	Acceptance of bid 
State whether the director or officer of the offeree issuer and, if known after 
reasonable enquiry whether any associate of such director or officer, has accepted or 
intends to accept the offer and state the number of securities in respect of which the 
director or officer, or any associate, has accepted or intends to accept the offer.
Item 6. 	Ownership of securities of offeror
If a take-over bid is made by or on behalf of an issuer, state the number, designation 
and percentage of the outstanding securities of any class of securities of the offeror 
beneficially owned or over which control or direction is exercised 
(a)	by the director or officer, or
(b)	if known after reasonable enquiry, by the associates of the director or 
officer.
In each case where no securities are so owned, directed or controlled, state this fact.
Item 7. 	Arrangements between offeror and director or officer
Disclose the particulars of any agreement, commitment or understanding made or 
proposed to be made between the offeror and the director or officer, including 
particulars of any payment or other benefit proposed to be made or given by way of 
compensation for loss of office or the director or officer remaining in or retiring from 
office if the take-over bid is successful.  State whether the director or officer is also a 
director or officer of the offeror or any subsidiary of the offeror.
Item 8. 	Arrangements between offeree issuer and director or officer
Disclose the particulars of any agreement, commitment or understanding made or 
proposed to be made between the offeree issuer and the director or officer, including 
particulars of any payment or other benefit proposed to be made or given by way of 
compensation for loss of office or his or her remaining in or retiring from office if the 
take-over bid is successful.
Item 9.	Interests of director or officer in material transactions with offeror
State whether the director or officer or the associates of the director or officer have 
any interest in any material transaction to which the offeror is a party, and if so, state 
the particulars of the nature and extent of such interest.


Item 10. 	Additional information
If any information required to be disclosed by the take-over bid circular prepared by 
the offeror or the directors' circular prepared by the directors has been presented 
incorrectly or is misleading, supply any additional information within the knowledge 
of the director or officer which would make the information in the take-over bid 
circular or directors' circular correct or not misleading.
Item 11. 	Material changes in the affairs of offeree issuer
State the particulars of any information known to the director or officer that indicates 
any material change in the affairs of the offeree issuer since the date of the last 
published interim or annual financial statement of the offeree issuer and not generally 
disclosed or in the opinion of the director or officer not adequately disclosed in the 
take-over bid circular or directors' circular.
Item 12. 	Other material information
State the particulars of any other information known to the director or officer but not 
already disclosed in the director's or officer's circular that would reasonably be 
expected to affect the decision of the security holders of the offeree issuer to accept or 
reject the offer.
Item 13. 	Recommendation
State the recommendation of the director or officer and the reasons for the 
recommendation.
Item 14. 	Statement of rights
Include the following statement of rights provided under the securities legislation of 
the jurisdictions relating to this circular:
Securities legislation of the provinces and territories of Canada provides security 
holders of the offeree issuer with, in addition to any other rights they may have at 
law, one or more rights of rescission, price revison or to damages if there is a 
misrepresentation in a circular or notice that is required to be delivered to those 
security holders. However, such rights must be exercised within prescribed time 
limits. Security holders should refer to the applicable provisions of the securities 
legislation of their province or territory for particulars of those rights or consult 
a lawyer.
Item 15. 	Certificate
Include a certificate in the following form signed by or on behalf of each director or 
officer delivering the circular:
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 make a 
statement not misleading in the light of the circumstances in which it was made.
Item 16. 	Date of director's or officer's circular
Specify the date of the director's or officer's circular.
FORM 62-104F5
NOTICE OF CHANGE OR NOTICE OF VARIATION
Part 1 General Provisions
(a)	Defined terms
If a term is used but not defined in this Form, refer to Part 1 of Multilateral Instrument 
62-104 Take-Over Bids and Issuer Bids (the Instrument) and to National Instrument 
14-101 Definitions.
(b)	Plain language 
Write the notice of change or notice of variation so that readers are able to understand 
it and make informed investment decisions.  Plain language principles should be 
applied when preparing a notice of change or notice of variation including: 
*	using short sentences;
*	using definite everyday language;
*	using the active voice;
*	avoiding superfluous words;
*	organizing the document into clear, concise sections, paragraphs and 
sentences;
*	avoiding jargon;
*	using personal pronouns to speak directly to the reader;
*	avoiding reliance on glossaries and defined terms unless it facilitates 
understanding of the disclosure;
*	avoiding vague boilerplate wording;
*	avoiding abstract terms by using more concrete terms or examples;
*	avoiding multiple negatives;
*	using technical terms only when necessary and explaining those terms;
*	using charts, tables and examples where it makes disclosure easier to 
understand.
If you use technical terms, explain them in a clear and concise manner.
(c)	Numbering and headings
The numbering, headings and ordering of items included in this Form are guidelines 
only.  You do not need to include the heading or numbering or follow the order of 
items in this Form.  You do not need to refer to inapplicable items and, unless 
otherwise required in this Form, you may omit negative answers to items.  Disclosure 
provided in response to any item need not be repeated elsewhere in the circular.


Part 2 Contents of Notice of Change or Notice of Variation
Item 1. 	Name of offeror
State the corporate name of the offeror or, if the offeror is an unincorporated entity, 
the full name under which it exists and carries on business.
Item 2. 	Name of offeree issuer (if applicable)
State the corporate name of the offeree issuer or, if the offeree issuer is an 
unincorporated entity, the full name under which it exists and carries on business.
Item 3.	 Particulars of notice of change or notice of variation
(1)	A notice of change required under section 2.11 of the Instrument must 
contain
(a)	a description of the change in the information contained in
(i) the take-over bid circular or issuer bid circular, and
(ii) any notice of change previously delivered under section 2.11, 
(b)	the date of the change,
(c)	the date up to which securities may be deposited,
(d)	the date by which securities deposited must be taken up by the offeror, and 
(e)	a description of the rights of withdrawal that are available to security 
holders. 
(2)	A notice of variation required under section 2.12 of the Instrument must 
contain
(a)	a description of the variation in the terms of the take-over bid or issuer bid,
(b)	the date of the variation, 
(c)	the date up to which securities may be deposited,  
(d)	the date by which securities deposited must be taken up by the offeror,  
(e)	if the date referred to in paragraph (d) is not known, a description of the 
legal requirements regarding the timing of take up of securities deposited 
under the bid, 
(f)	a description of when payment will be made for deposited securities in 
relation to the time in which they are taken up by the offeror, and
(g)	a description of the rights of withdrawal that are available to security 
holders. 
(3)	A notice of change required under section 2.18 or subsection 2.20(2) of the 
Instrument must contain, as applicable, a description of the change in the information 
contained in
(a)	the directors' circular,
(b)	any notice of change previously delivered under section 2.18,
(c)	the director's or officer's circular, or
(d)	any notice of change previously delivered under subsection 2.20(2). 
Item 4. 	Statement of rights
Include the following statement of rights provided under the securities legislation of 
the jurisdictions relating to this notice:
Securities legislation of the provinces and territories of Canada provides security 
holders of the offeree issuer with, in addition to any other rights they may have at 
law, one or more rights of rescission, price revision or to damages if there is a 
misrepresentation in a circular or notice that is required to be delivered to those 
security holders. However, such rights must be exercised within prescribed time 
limits. Security holders should refer to the applicable provisions of the securities 
legislation of their province or territory for particulars of those rights or consult 
a lawyer.
Item 5. 	Certificate
Include the signed certificate required in the bid circular, directors' circular or 
director's or officer's circular, amended to refer to the initial circular and to all 
subsequent notices of change or notices of variation.
Item 6. 	Date of notice of change or notice of variation
Specify the date of the notice of change or notice of variation.
Amendments to National Instrument 62-103
The Early Warning System and Related Take-Over Bid and Insider Reporting 
Issues
PART 1	AMENDMENTS 
1.1	National Instrument 62-103 The Early Warning System and Related Take-
Over Bid and Insider Reporting Issues is amended by this instrument:
(a)	in section 1.1(1)
(i)	by adding the following after the definition of "applicable provisions":
"associate" has the meaning ascribed to that term in section 1.1 of  
MI 62-104 and, in Ontario, has the meaning ascribed under 
paragraphs (a.1) to (f) of the definition of "associate" in subsection 
1(1) of the Securities Act (Ontario);
(ii)	by repealing the definition of "early warning requirements" and 
substituting:
"early warning requirements" means the requirements set out in 
subsections 5.2(1) and 5.2(2) of MI 62-104 and, in Ontario, 
subsections 102.1(1) and 102.1(2) of the Securities Act (Ontario);
(iii)	by repealing the definition of "formal bid" and substituting:
"formal bid"
(a)	means a take-over bid or issuer bid made in accordance with 
Part 2 of MI 62-104, and 
(b)	in Ontario, has the meaning ascribed to that term in subsection 
89(1) of the Securities Act (Ontario); 
(iv) 	by adding the following before the definition of  "moratorium 
provisions":
"MI 62-104" means Multilateral Instrument 62-104 Take-Over 
Bids and Issuer Bids; 
(v)	by repealing the definition of "moratorium provisions" and 
substituting:
"moratorium provisions" means the provisions set out in 
subsection 5.2(3) of MI 62-104 and, in Ontario, subsection 
102.1(3) of the Securities Act (Ontario); 
(vi) 	by repealing the definition of "offeror" and substituting:
"offeror" has the meaning ascribed to that term in section 1.1 of 
MI 62-104 and, in Ontario, subsection 89(1) of the Securities Act 
(Ontario);
(vii)	by repealing the definition of "offeror's securities" and substituting:
"offeror's securities" has the meaning ascribed to that term in 
section 1.1 of MI 62-104 and, in Ontario, subsection 89(1) of the 
Securities Act (Ontario);
(viii)	by repealing the definition of "private mutual fund" and substituting:
"private mutual fund" means 
(a)	a private investment club referred to in section 2.20 of 
National Instrument 45-106 Prospectus and Registration 
Exemptions, or 
(b) 	a private investment fund referred to in section 2.21 of 
National Instrument 45-106 Prospectus and Registration 
Exemptions;
(b)	in subsection 2.1(1), by striking "section 2.1 of National Instrument 62-102 
Disclosure of Outstanding Share Data or";
(c)	by repealing subsection 5.1(b) and substituting:
(b) the business unit is not a joint actor with any other business unit with 
respect to the securities, determined without regard to the provisions of 
securities legislation that deem an affiliate, and presume an associate, to be 
acting jointly or in concert with an offeror;
(d)	Appendix B is repealed.
(e)	Appendix C is repealed.
(f)	Appendix D is repealed and the following is substituted:
NATIONAL INSTRUMENT 62-103
APPENDIX D
BENEFICIAL OWNERSHIP
JURISDICTION	SECURITIES LEGISLATION REFERENCE
ALBERTA	Sections 5 and 6 of the Securities Act (Alberta) 
and sections 1.8 and 1.9 of MI 62-104
BRITISH COLUMBIA	Subsection 1(4) of the Securities Act (British 
Columbia) and sections 1.8 and 1.9 of MI 62-
104
MANITOBA	Subsections 1(6) and 1(7) of the Securities Act 
(Manitoba) and sections 1.8 and 1.9 of MI 62-
104
NEW BRUNSWICK	Subsections 1(5) and 1(6) of the Securities Act 
(New Brunswick) and sections 1.8 and 1.9 of 
MI 62-104
NEWFOUNDLAND	Subsections 2(5) and 2(6) of the Securities Act 
AND LABRADOR	(Newfoundland and Labrador) and sections 1.8  
	and 1.9 of MI 62-104
NORTHWEST	Sections 1.8 and 1.9 of MI 62-104 
TERRITORIES
NOVA SCOTIA	Subsections 2(5) and 2(6) of the Securities Act 
(Nova Scotia) and sections 1.8 and 1.9 of MI 
62-104
NUNAVUT	Sections 1.8 and 1.9 of MI 62-104
ONTARIO	Subsections 1(5) and 1(6) and sections 90 and 
91 of the Securities Act (Ontario) 
PRINCE EDWARD ISLAND	Sections 1.8 and 1.9 of MI 62-104
QUEBEC	Sections 1.8 and 1.9 of MI 62-104
SASKATCHEWAN	Subsections 2(5) and 2(6) of The Securities Act, 
1988 (Saskatchewan) and sections 1.8 and 1.9 
of MI 62-104
YUKON TERRITORY	Sections 1.8 and 1.9 of MI 62-104
(g)	in Appendix E
(i) 	by adding the following after paragraph (e):
(e.1)	the value, in Canadian dollars, of any consideration offered per 
security if the offeror acquired ownership of a security in the 
transaction or occurrence giving rise to the obligation to file a 
news release;
(ii)	in paragraph (i), by adding ", in Canadian dollars" after "value" and 
striking "and" at the end of the paragraph; and 
(iii) 	by striking out "." at the end of paragraph (j) and substituting "; and" 
and by adding the following after paragraph (j):
(k) 	if applicable, a description of the exemption from securities 
legislation being relied on by the offeror and the facts supporting 
that reliance. 
PART 2	EFFECTIVE DATE
2.1	These amendments are effective February 1, 2008.
Amendments to 
Alberta Securities Commission Rules (General) 
PART 1	AMENDMENTS 
1.1 	Alberta Securities Commission Rules (General) are amended by this 
instrument: 
(a)	Part 13 of Alberta Securities Commission Rules (General) is repealed;
(b)	Form 31 Take-Over Bid Circular is repealed and the following is 
substituted: 
Form 62-104F1;
(c)	Form 32 Directors' Circular is repealed and the following is 
substituted: 
Form 62-104F3;
(d)	Form 33 Director's or Officer's Circular is repealed and the following 
is substituted:
Form 62-104F4; and 
(e)	Form 34 Issuer Bid Circular is repealed and the following is 
substituted: 
Form 62-104F2.
PART 2	EFFECTIVE DATE
2.1	These amendments are effective February 1, 2008
Service Alberta
Notice of Intent to Dissolve
(Cooperatives Act)
Notice is hereby given that a Notice of Intent to Dissolve was issued to Blackfoot 
Grazing Association on January 16, 2008.
Brock Ketcham, Director of Cooperatives.
Vital Statistics
Notice of Change of Personal Name
(Change of Name Act)
All Notice of Change of Personal Names for 2008 can be viewed in print versions of the
Alberta Gazette or on QP Source Professional.



All Notice of Change of Personal Names for 2008 can be viewed in print versions of the
Alberta Gazette or on QP Source Professional.



All Notice of Change of Personal Names for 2008 can be viewed in print versions of the
Alberta Gazette or on QP Source Professional.



All Notice of Change of Personal Names for 2008 can be viewed in print versions of the
Alberta Gazette or on QP Source Professional.



Sustainable Resource Development
Alberta Fishery Regulations, 1998
Notice of Variation Order 37-2007
Commercial Fishing Seasons
The close times and quotas set out in Schedule 8 to the Alberta Fishery Regulations in 
respect of the waters listed in the Schedule to this Notice have been varied by 
Variation Order 37-2007 by the Director of Fisheries Management in accordance with 
section 3 of the Alberta Fishery Regulations.
Where fishing with gill nets is permitted during an open season established by the 
Order, the gill net mesh size has been specified in the Order.
Pursuant to Variation Order 37-2007 commercial fishing is permitted in accordance 
with the following schedule.
SCHEDULE 
PART 1
Item - 1 
Column 1 Waters - In respect of: (44) Ipiatik Lake (73-7-W4)
Column 2 Gear - Gill net not less than 140 mm mesh 
Column 3 Open Time - 08:00 hours February 25, 2008 to 16:00 hours March 9, 
2008.
Column 4 Species and Quota - 1) Lake whitefish: 6,800 kg; 2) Walleye: 1 kg; 3) 
Yellow perch: 1 kg; 4) Northern pike: 2,000 kg; 5) Tullibee: 1 kg; 6) Lake trout: 1 kg.

Column 1 Waters - (105) Spencer Lake (67-1-W4)
Column 2 Gear - Gill net not less than 140 mm mesh 
Column 3 Open Time - 08:00 hours December 14, 2007 to 16:00 hours December 
23, 2007; 08:00 hours February 29, 2008 to 16:00 hours March 9, 2008.
Column 4 Species and Quota - 1) Lake whitefish: 15,000 kg; 2) Walleye: 200 kg; 3) 
Yellow perch: 450 kg; 4) Northern pike: 900 kg; 5) Tullibee: 1 kg; 6) Lake trout: 1 
kg.
______________
Notice of Variation Order 38-2007
Commercial Fishing Seasons
The close times and quotas set out in Schedule 8 to the Alberta Fishery Regulations in 
respect of the waters listed in the Schedule to this Notice have been varied by 
Variation Order 38-2007 by the Director of Fisheries Management in accordance with 
section 3 of the Alberta Fishery Regulations.
Where fishing with gill nets is permitted during an open season established by the 
Order, the gill net mesh size has been specified in the Order.
Pursuant to Variation Order 38-2007 commercial fishing is permitted in accordance 
with the following schedule.
SCHEDULE 
PART 1
Item - 1 
Column 1 Waters - In respect of: (92) Round Lake (89-4-W5)
Column 2 Gear - Gill net not less than 140 mm mesh 
Column 3 Open Time - 08:00 hours January 21, 2008 to 16:00 hours January 24, 
2008.
Column 4 Species and Quota - 1) Lake whitefish: 2,500 kg; 2) Walleye: 200 kg; 3) 
Yellow perch: 1 kg; 4) Northern pike: 700 kg; 5) Tullibee: 450 kg; 6) Lake trout: 1 
kg.
Tourism, Parks, Recreation and Culture
Notice of Intention to Designate a Provincial Historic Resource
(Historical Resources Act)
File: Des. 2183
Notice is hereby given that sixty days from the date of service of this Notice and its 
publication in Alberta Gazette, the Minister of Tourism, Parks, Recreation and 
Culture intends to make an Order that the site known as the: 
Gleichen Water Tower, together with the land legally described as:
Plan 1465AD, Block 14, Lots 1 to 8 Inclusive
and municipally located at Gleichen, Alberta be designated as a PROVINCIAL 
HISTORIC RESOUCE under section 20 of the Historical Resources Act, R.S.A. 
2000 c. H-9.
The reasons for the designation are as follows:
The heritage value of the Gleichen Water Tower lies in its status as one of the few 
remaining examples of a municipal water tower, a once common landmark in Alberta 
communities.
Like many other early southern Alberta communities, Gleichen came into being as a 
result of the construction of the Canadian Pacific Railway's (CPR's) transcontinental 
line through the region in the early 1880s.  Situated in the midst of several major CPR 
irrigation projects and north of the Blackfoot reserve, the community developed into a 
staging point for rail travel and a service centre for both settlers and Natives.  Unlike 
many early settlements in the area, however, Gleichen was not located near a reliable 
source of water, nor was it slated for inclusion in an irrigation project.  When the 
Town of Gleichen was incorporated in 1910 with a population of over 500, one of 
municipal council's first initiatives was to address the urgent need for a more 
sophisticated water and sewer system to serve its growing citizenry.  The town 
contracted the Des Moines Bridge & Iron Company of Pittsburgh to construct a water 
tower in the community.  Completed in 1911, the water tower served not only the 
people of Gleichen, but also the inhabitants of the Blackfoot reserve to the south.  The 
Gleichen Water Tower remained in use until the 1970s.  It remains a visually striking 
landmark and a reminder of the once essential role water towers played in the 
municipal infrastructure of many Alberta communities.  
It is therefore considered that the preservation and protection of the resource is in the 
public interest.
Dated this 2nd day of January, A.D. 2008.
Bill Werry, Assistant Deputy Minister 
Parks, Conservation, Recreation and Sports Division
ADVERTISEMENTS
Notice of Certificate of Intent to Dissolve
(Business Corporations Act)
Notice is hereby given that a Certificate of Intent to Dissolve was issued to 746306 
Alberta Ltd. on December 28, 2007.
Dated at Edmonton, Alberta, January 21, 2008.
Mark Woloshyn, Director. 


Public Sale of Land
(Municipal Government Act)
Lac La Biche County
Notice is hereby given that under the provisions of the Municipal Government Act, 
Lac La Biche County will offer for sale, by public auction, in the County Centre at 
RR 4135, SH 663, Lac La Biche, Alberta, on Tuesday, Ferbuary 19, 2008, at 1:30 
p.m., the following lands:
Title No.
Plan; Blk; 
Lot
Legal
Reserve Bid
052534412
8021044;2;8
4-13-066-18-SW
$33,000
992073506
8367ET;2;7
4-15-066-04-SW
$5,000
Each parcel will be offered for sale subject to a reserve bid and to the reservations and 
conditions contained in the existing Certificate of Title.
The land is being offered for sale on an "as is, where is" basis, and Lac La Biche 
County makes no representation and gives no warranty whatsoever as to the adequacy 
of services, soil conditions, land use districting, building and development conditions, 
absence or presence of environmental contamination, or the developability of the 
subject land for any intended use by the Purchaser.
No bid will be accepted where the bidder attempts to attach conditions precedent to 
the sale of any parcel.  No terms and conditions of sale will be considered other than 
those specified by County.  No further information is available at the auction 
regarding the lands to be sold.
Terms: The terms of sale are payment in full by cash, debit, bank draft or certified 
cheque prior to noon on Friday, February 22, 2008.
Lac La Biche County may, after the public auction, become the owner of any parcel 
of land not sold at the public auction.
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Dated at Lac La Biche, Alberta, January 31, 2008.
Duane Coleman, Chief Administrative Officer.






NOTICE TO ADVERTISERS
The Alberta Gazette is issued twice monthly, on the 15th and last day.
Notices and advertisements must be received ten full working days before the 
date of the issue in which the notices are to appear. Submissions received after 
that date will appear in the next regular issue.
Notices and advertisements should be typed or written legibly and on a sheet separate 
from the covering letter. An electronic submission by email or disk is preferred. 
Email submissions may be sent to the Editor of The Alberta Gazette at 
albertagazette@gov.ab.ca. The number of insertions required should be specified and 
the names of all signing officers typed or printed. Please include name and complete 
contact information of the individual submitting the notice or advertisement.
Proof of Publication: Statutory Declaration is available upon request.
A copy of the page containing the notice or advertisement will be mailed to each 
advertiser without charge.
The dates for publication of Tax Sale Notices in The Alberta Gazette are as follows:
 
Issue of
Earliest date on which 
sale may be held
February 15
March 27
February 29
April 10


March 15
April 25
March 31
May 9


April 15
May 26
April 30
June 10


May 15
June 25
May 31
July 11


June 14
July 25
June 30
August 8


July 15
August 25
July 31
September 10
The charges to be paid for the publication of notices, advertisements and documents 
in The Alberta Gazette are:
Notices, advertisements and documents that are 5 or fewer pages	$20.00
Notices, advertisements and documents that are more than 5 pages	$30.00
Please add 5% GST to the above prices (registration number R124072513).


PUBLICATIONS
Annual Subscription (24 issues) consisting of:
Part I/Part II, and annual index - Print version	$150.00
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Alternatives:
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Copies of Alberta legislation and select government publications are available from:
Alberta Queen's Printer 
Main Floor, Park Plaza 
10611 - 98 Avenue 
Edmonton, Alberta   T5K 2P7
Phone: (780) 427-4952 
Fax: (780) 452-0668
(Toll free in Alberta by first dialing 310-0000)
qp@gov.ab.ca
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will be processed without payment.




THE ALBERTA GAZETTE, PART I, JANUARY 31, 2008

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THE ALBERTA GAZETTE, PART I, AUGUST 15, 2005
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