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The Alberta Gazette
Part I
Vol. 109	Edmonton, Tuesday, January 15, 2013	No. 01
GOVERNMENT NOTICES
Agriculture and Rural Development
Form 15
(Irrigation Districts Act) 
(Section 88)
Notice to Irrigation Secretariat: 
Change of Area of an Irrigation District
On behalf of the Bow River Irrigation District, I hereby request that the Irrigation 
Secretariat forward a certified copy of this notice to the Registrar for Land Titles for 
the purposes of registration under section 22 of the Land Titles Act and arrange for 
notice to be published in the Alberta Gazette.
The following parcels of land should be added to the irrigation district and the 
notation added to the certificate of title:
LINC Number
Short Legal Description as shown on title
Title Number
0022 137 921
S.E. 18-19-21-W4M
041 344 882
0031 059 538
S.W. 18-19-21-W4M
051 168 235
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.
Rebecca Fast, Office Administrator, 
Irrigation Secretariat.
______________
On behalf of the St. Mary River Irrigation District, I hereby request that the 
Irrigation Secretariat forward a certified copy of this notice to the Registrar for Land 
Titles for the purposes of registration under section 22 of the Land Titles Act and 
arrange for notice to be published in the Alberta Gazette.
The following parcels of land should be removed from the irrigation district and the 
notation removed from the certificate of title:
LINC Number
Short Legal Description as shown on title
Title Number
0035 045 468
1113571;2;3
111 336 976
0035 045 451
9710410;2;2
111 318 370+1
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.
Rebecca Fast, Office Administrator, 
Irrigation Secretariat.
Culture
Decisions on Geographical Names
(Historical Resources Act)
Notice is hereby given that pursuant to Section 18, Subsection 3 of the Historical 
Resources Act the following decisions on geographical names were duly authorized 
on November 19, 2012.
APPROVED
NTS Map Sheet 83 B/1 - "Markerville"
Adams Lake 
(lake)
Located at: 
Sec.3, Twp. 36, Rge. 4, W5 
(52ø 04' 05? N & 114ø 29' 05? W) 
Approximately 2 km south of Raven and 35 km west of Innisfail
The name of this 67 hectare water feature commemorates David Arthur and Julia 
Marie Adams (nee Hedlund) who were homesteaders on land adjacent to the lake.  In 
1902, at Lakota, North Dakota, David Adams, of Stratford, Ontario (or possibly 
Glasgow, Scotland) married Julia Hedlund, of Chippewa County, Minnesota. In 1913, 
after living for short periods of time with David's family in Birtle, Manitoba, and on 
their own in British Columbia (Mission and Vancouver) and Calgary before settling 
in the Raven District. They filed for homestead at NW2-36-4-W5, which is located on 
the eastern shore of this small body of water. David served briefly with the 187th 
(Central Alberta) Regiment during the First World War. Following the war, he 
continued farming until most of the family's older children left for their own farms 
and businesses in the neighbouring districts and towns. David and Julia Adams left 
the farm and moved to Calgary where David died in 1942 and Julia in 1966. The lake 
adjacent to their homestead was popular amongst local children for skating and has 
been known locally as "Adams Lake" since the 1920s, possibly earlier. In 2011, a 
local resident proposed that this long-standing local name be made official.  Field 
research conducted in 1981 found that the lake was named for David Adams and that 
the lake was also known as "Windy Lake," allegedly a reference to David Adams' 
nickname "Windy."
Signed 10th day of October, A.D. 2012
Carolee Pollock, Chair 
Alberta Historical Resources Foundation
Signed 19th day of November, A.D. 2012
Heather Klimchuk, Minister 
Culture
 


Energy
Production Allocation Unit Agreement
(Mines and Minerals Act)
Notice is hereby given, pursuant to section 102 of the Mines and Minerals Act, that 
the Minister of Energy on behalf of the Crown has executed counterparts of the 
agreement entitled "Production Allocation Unit Agreement - Bakken Agreement" 
and that the Unit became effective on July 1, 2012.


 


 


 


Notice is hereby given, pursuant to section 102 of the Mines and Minerals Act, that 
the Minister of Energy on behalf of the Crown has executed counterparts of the 
agreement entitled "Production Allocation Unit Agreement - Enchant Glauconitic 
Agreement No. 2" and that the Unit became effective on March 1, 2012.


 


 


 


Notice is hereby given, pursuant to section 102 of the Mines and Minerals Act, that 
the Minister of Energy on behalf of the Crown has executed counterparts of the 
agreement entitled "Production Allocation Unit Agreement - Provost Dina 
Agreement No. 2" and that the Unit became effective on August 1, 2012.


 


 


 


Unit Agreement
(Mines and Minerals Act)
Notice is hereby given, pursuant to section 102 of the Mines and Minerals Act, that 
the Minister of Energy on behalf of the Crown has executed counterparts of the 
agreement entitled "Unit Agreement - Edson Viking D Gas Storage Unit" with 
respect to M5 R19 T055: 3;4, and that the enlargement became effective on 
December 1, 2012.


 


 


Enterprise and Advanced Education
Hosting Expenses Exceeding $600.00 
For the Period April 1, 2012 to June 30, 2012
Function Name: Regional Economic Development Alliances (REDA) Chairs and 
Managers Meeting 
Date(s): May 5, 2012 
Amount: $1,991.48 
Purpose: An opportunity for REDA chairs and Managers to engage in ongoing 
dialogue with senior officials and staff to discuss opportunities for collaboration. 
Approximately 26 attendees. 
Location: Leduc, Alberta
Function Name: Alberta Research and Innovation Authority (ARIA) Breakfast 
Meeting with Siemens 
Date(s): June 6, 2012 
Amount: $607.25 
Purpose: ARIA Meeting with Siemens officials to discuss "Pictures of the Future" 
focusing on major global trends, the processes used to create it and future 
collaboration opportunities. Approximately 30 attendees. 
Location: Edmonton, Alberta
Function Name: Alberta Research and Innovation Authority (ARIA) Board Dinner 
Date(s): June 6, 2012 
Amount: $1,225.16 
Purpose: ARIA Board Dinner to develop ongoing research and innovation advice for 
the minister of Enterprise and Advanced Education. Approximately 18 attendees. 
Location: Edmonton, Alberta
Function Name: Alberta Research and Innovation Authority (ARIA) Oil Sands Tour 
Date(s): June 12, 2012 
Amount: $788.93 
Purpose: Oilsands tour for board members and invited guests including lunch as part 
of their annual face to face meeting. Approximately 25 attendees. 
Location: Fort McMurray, Alberta
* The date shown is the date of the hosting function; however, these hosting expenses 
were paid during the period April 1, 2012-June 30, 2012.
Environment and Sustainable Resource Development
Alberta Land Stewardship Act 
S.A. 2009, c. A-26.8, as amended
MINISTERIAL ORDER
40/2012
VARIANCE
PURSUANT TO section 15.1 of the Alberta Land Stewardship Act, S.A. 2009, c. A-
26.8, as amended, (the "Act"), I, Diana McQueen, Minister of Environment and 
Sustainable Resource Development and Stewardship Minister responsible for the Act, 
have considered the application for a variance made by Cenovus FCCL Ltd. (the 
"Applicant") on November 16, 2012. The Applicant applied for a variance to the 
Lower Athabasca Regional Plan (Order in Council 268/2012) to complete additional 
wells, access roads, pipelines, and associated surface facilities related to a saline 
water disposal scheme at pad site RD2 at 13-34-76-03 W4M (MSL 083668) and well 
site RD3 at 13-03-77-03 W4M (MSL 083666) situated within the Dillon River 
Conservation Area, as established under the Lower Athabasca Regional Plan.
I am of the opinion that:
a)	the variance is consistent with the purposes of this Act;
b)	the variance is not likely to diminish the spirit and intent of the Lower 
Athabasca Regional Plan; and
c)	refusal to grant the variance would result in unreasonable hardship to the 
Applicant without an offsetting benefit to the overall public interest. 
Therefore, pursuant to section 15.1 of the Act, I hereby issue a variance upon the 
terms and conditions attached as Schedule 1.
Dated at the City of Edmonton, in the Province of Alberta this 18th day of December, 
2012.
Diana McQueen 
Minister of Environment and 
Sustainable Resource Development
SCHEDULE 1
TERMS AND CONDITIONS OF THE VARIANCE
The Applicant is hereby granted a variance under the Act to complete additional 
wells, access roads, pipelines, and associated surface facilities related to a saline 
water disposal scheme at pad site RD2 at 13-34-76-03 W4M (MSL 083668) and well 
site RD3 at 13-03-77-03 W4M (MSL 083666), subject to the following terms and 
conditions:
1.	The Applicant is responsible for obtaining all necessary approvals from any other 
regulatory agency (federal or provincial) to construct and operate all facilities 
and infrastructure at or related to pad site RD2 at 13-34-76-03 W4M and well 
site RD3 at 13-03-77-03 W4M.
2.	The Applicant acknowledges that its pad sites RD4 and RD5, also within the 
Dillon River Conservation Area, are no longer required and will not be 
developed.  The Applicant will not seek nor be granted a variance under the Act 
with respect to RD4 and RD5.
3.	This variance expires with the Applicant's Approval No. 48522-01-00, as 
amended, under the Environmental Protection and Enhancement Act, R.S.A. 
2000, c. E-12, as amended, for the Christina Lake Thermal Project Expansion 
Phases 1E, 1F & 1G.
Notice of Variation Order 19-2012
Commercial Fishing Seasons
The close times and quotas set out in Schedule 8 to the Alberta Fishery Regulations, 
1998 in respect of the waters listed in the Schedule to this Notice have been varied by 
Variation Order 19-2012 by the Director of Fisheries Management in accordance with 
section 3 of the Alberta Fishery Regulations, 1998.
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 19-2012 commercial fishing is permitted in accordance 
with the following schedule.
SCHEDULE 
PART 1
Item - 3 
Column 1 Waters - In respect of: (9.1) Buck Lake (46-5-W5) - excluding the 
following portions: - that portion south of a line drawn from the northernmost point of 
land in NW11-46-6-W5 to the northernmost point of land in NW12-46-6-W5; - that 
portion south of a line drawn from the northernmost point of land in NW12-46-6-W5 
to the nearest point of land in SE13-46-6-W5; - that portion east of a line drawn from 
the westernmost point of land in SW25-46-6-W5 to the point where the northern 
shoreline is intersected by the western boundary of 36-46-6-W5 
Column 2 Gear - Gill net not less than 152 mm mesh 
Column 3 Open Time - 08:00 hours January 3, 2013 to 16:00 hours January 4, 2013.
Column 4 Species and Quota - 1) Lake whitefish: 20,000 kg; 2) Walleye: 250 kg; 3) 
Yellow perch: 250 kg; 4) Northern pike: 250 kg; 5) Tullibee: 1 kg; 6) Lake trout: 1 
kg.
Item - 3 
Column 1 Waters - In respect of: (54.1) Lac Ste. Anne (55-3-W5) - excluding that 
portion southeast of a line drawn from the water tower in Gunn Townsite to the point 
of land in 10-20-54-3-W5 
Column 2 Gear - Gill net not less than 140 mm mesh 
Column 3 Open Time - 08:00 hours March 4, 2013 to 16:00 hours March  8, 2013.
Column 4 Species and Quota - 1) Lake whitefish: 45,000 kg; 2) Walleye: 450 kg; 3) 
Yellow perch: 900 kg; 4) Northern pike: 550 kg; 5) Tullibee: 1 kg; 6) Lake trout: 1 
kg.
Item - 3 
Column 1 Waters - In respect of: (84) Pigeon Lake (47-1-W5) - excluding the 
following portions:  i) that portion west of a line from the point of land where the 
eastern most boundary of SW30-47-1-W5 meets the water line  to the Pigeon Lake 
Provincial Park boat launch in NE6-47-1-W5; and ii) all waters less than 8.0 meters 
(26.2 feet) in depth. 
Column 2 Gear - Gill net not less than 152 mm mesh 
Column 3 Open Time - 08:00 hours January 21, 2013 to 16:00 hours January 25, 
2013.
Column 4 Species and Quota - 1) Lake whitefish: 50,000 kg; 2) Walleye: 750 kg; 3) 
Yellow perch: 500 kg; 4) Northern pike: 1,300 kg; 5) Tullibee: 1 kg; 6) Lake trout: 1 
kg.
Justice and Solicitor General
Cancellation of Qualified Technician Appointment  
(Intoxilyzer 5000C)
Edmonton Police Service 
Galvin, Kevin Patrick 
Garrick, Joanne Elizabeth 
Garstad, Mark Kevin 
Garstad, Kevin Mark 
Giroux, Daren Roger 
Glasgow, Carol Louise 
Glena, John William 
Gnauck, Daryl Reinhard 
Goeson, Bradley 
Going, Rochelle Mona 
Golab, Anthony Charles Michael 
Golda, Selene Colette 
Gon, Thomas Melford 
Goodacre, Carmen Michelle 
Gregory, Paul David 
Gretz, Elizabeth Anne 
Grewal, Harjinder Singh 
Gushnowski, Melony Jane 
Gushnowski, Wade Edward 
Hamm, Franklin Wayne  
Harder, James Rodney  
Hasham, Alex Sherali 
Hassel, Robert Allen 
Hawrish, Cameron John 
Hawthorne, David Earl 
Hayduk, Christopher Daniel 
Hennig, Paul Richard 
Hempstock, Angela Christine 
Hermanutz, Trevor Joseph 
Hickey, Robert Joseph Raymond 
Hinecker, Douglas Fredrick 
Hiob, Gerhard Harry 
Hoddinott, Bruce Thomas 
Hogg, Graham Andrew 
Hoglund, Andrew Charles 
Holm, Clinton David 
Hooper, James Robert 
Horne, William Otis 
Hughan, Colin John 
Hunter, Duane John 
Hutchinson, Richard Le Roy 
Innes, Terrance Allen 
Jacobsen, Troy Glenn 
Johnson, Dale Albert 
Johnson, Keith Gerald 
Johnston, Catherine Ann 
Johnston, Martin Raymond 
John-Verghese, Daizy 
Jones, Derek Eldon 
Jubinville, Denis Jean Joseph 
Kassian, Mark Daniel 
Keller, Edward 
Kelm, Karsten Albert Rudolf 
Kerr, Billy Jay 
Kightley, Donald Wallace 
Kinahan, Brian Robert 
Kinoshita, Kenji 
Kline, Bradley James 
Korek, Douglas Frank 
Kostal, Jan Stewart 
Kotyk, Wayne Peter 
Kowalyk, Apollo Keith 
Krischanowski, Carmen Neil 
Kristensen, Flemming Leigh 
Kubitza, Mark 
Kushniruk, Darrell Russell 
Kvaale, Jeffery Dean 
Laforce, Devin Brian 
Lai, Derek Zhen-Hui 
Lakusta, Dwayne Michael 
Lamb, John William Andrew 
Larose, Valory Ann 
Lautischer, Pierre Eric 
Lawczynski, Bartosz 
Laycock, Gregory Scott 
Laycock, Todd Douglas 
Lerner, Richard Joseph 
Levesque, Steven 
Lewis, Brent William 
Lewis, Joseph Mark 
Loxterkamp, Randall Scott 
Loxterkamp, Shane John
(Date of Cancellation December 14, 2012)
Edmonton Police Service 
Macdonald, James Eugene 
Macneil, Wallace James 
Mah, Ken Toon Keung 
Mah, Lisa 
Mahoney, Daryl James 
Marcinyshyn, Patricia Joanne 
Maron, Barry Allen 
Matthews, Stephen Frederick 
Martens, Richard Earl 
Martynuik, Renee Darlene 
Maschmeyer, Murray Wayne 
Mccloskey, Kevin Michael 
Mcdonell, Ian Guy 
Mclean, Cliff 
Mcknight, Ian Vern 
Mctaggart, Jeffrey Gordon Edward 
Meads, Garry Lee 
Metselaar, Frank 
Middleton, Paul James 
Mikaluk, William John 
Miller, Quentin Leigh 
Milke, Michelle Marie 
Milley, Clifford Dale 
Milner, Martin Andrew 
Minten, Jeffrey Stephen 
Mitchell, Terry Grant 
Mittelsteadt, Geoffrey Allan 
Mitzerl, Jason Ronald 
Moffat, Fiona Petra 
Montpetit, Dennis Patrick 
Mora, Maureen Alice 
Morgan, Michael Trevor 
Moore, Dale 
Murphy, Alan Lawrence 
Nealon, James Joseph 
Neumeier, Kevin Wade 
Ng, Hughs Hui Gee 
Nicolajsen, Palle 
Ohman, Isabel Karen 
Palamattam, Shaji Philip 
Parker, Samantha 
Parr, Mark Andrew 
Pelech, David Evon 
Perry, Simon George 
Phillips, Michael Douglas 
Plomp, Robin John 
Plumite, Gunars Imants 
Prill, David Arthur 
Resler, Jeffrey David 
Rocchio, Terrence Michael 
Ropchan, Douglas Michael Lloyd 
Rutledge, Robert John 
Ryan, Timothy Michael 
Schening, David Joseph 
Scherr, Darryl Wade 
Segin, Adam Kenneth 
Service, Daniel Bond 
Short, Gary Allan 
Sinclair, Paul Michael 
Slemko, Joseph Allan 
Smart, Wayne Anthony 
Smith, Colin Gerry 
Smith, Darren Robert 
Smyth, James Reginald 
Smithman, Ronald Kevin 
Spear, Joseph Robert 
Spinks, William Michael 
Storey, Dennis Albert 
Stark, Glenn Steele 
Stewart, Richard Ronald 
Stokker, John Stephen 
Surmon, Patrick Kelly 
Tessier, Gilbert Louis 
Thiessen, Richard John 
Thomson, David Allan 
Tolson, Peter 
Toner, Brian Wilson 
Towey, Alan 
Van Beek, Johannes Albertus 
Vanderland, James Michael 
Vegh, Jody Brent 
Vicen, David Harry 
Vonkeman, Allan Henry 
Wallator, Douglas James 
Walkeden, David John 
Walker, Thomas Jon 
Warawa, James Darren 
Watson, William Francis 
Wegert, Wade Talbot 
West, Douglas Allen 
Whittaker, Joel Derrick 
Wickins, Randolph Charles 
Wilde, Todd Ralph 
Wilde, Eric Bernard 
Williams, Colleen Lesley 
Willits, Gary Daniel 
Worock, Larry Peter 
Wozniak, Brian David 
Yacey, Darryl Leonard 
Yarmuch, David Allan 
Yum, Simon Siu Mun 
Zacharuk, Michael Gene 
Zatylny, Gerry Anthone 
Zenari, Riccardo 
Zielie, Cody Charles 
Zielie, Steven Kenneth 
Zmurchyk, Frederick Joseph
(Date of Cancellation December 17, 2012)
Edmonton Police Service 
Andrews, Natasha Elizabeth 
Kaye, Barry Wayne 
Lafreniere, Kimberly Todd 
Lavoie, Jean-Guy 
Mah, Stanley Thomas 
Mahler, Harold Edgar 
Meikle, Kimberley Ann 
Minarchi, Steven Michael 
Monson, David V. 
Mooney, Colleen Elizabeth 
Morrison, Adam Bradley 
Moschansky, Conrad George 
Mcleod, James Charles 
Mc Niven, Franklin Donald 
Nash, Jerome Paul 
Novak, Gregory William 
Pagnucco, Bret Cameron 
Pallas, Thomas Patrick 
Schell, Bruce David 
Schroderus, Penny-Laine 
Seville, Sean Harley 
Shipka, Dean William 
Smart, Collin Blair 
Steil, Uwe 
Symes, Gregory Wayne 
Taylor, Kevin Drew 
Taylor, Robert Melvin 
Taylor, Ross James Mcpherson 
Topping, John Arthur 
Trudel, Mary Dolores Claire 
Tuttle, Vernon Edward 
Waine, Aaron Leo 
Ward, George Richard 
Visscher, Natasha Elizabeth
(Date of Cancellation December 18, 2012)
Designation of Qualified Technician Appointment  
(Intoxilyzer 5000C)
Royal Canadian Mounted Police 
Almusa, Carl Edward 
Banks, Michael Paul 
Bjornson, Fraser Egill 
Bond, Jeffrey James 
Courtney, Jaden James 
Decoste, Eric Joseph Martin 
Frehlich, Dana Erin 
Gillman, Blair Ronald 
Hendry, Gregory James 
Lawson, Brent Richard 
Manuel, Steffan Kayward 
Mills, Daniel Edward 
Morin, Nicholas Marc Mathieu 
Polzer, Mark Jonathan 
Robertson, Jamie Michael 
Schram, Bradley Scott 
Sikorski, Kelly Edward 
Simard, Donald Michel 
Sokoloski, Melanie Dawn 
Waites, Jeffery Scott
(Date of Designation December 11, 2012)


Safety Codes Council
Municipal Accreditation
(Safety Codes Act)
Pursuant to Section 26 of the Safety Codes Act it is hereby ordered that
Village of Caroline, Accreditation No. M000163, Order No. 2868
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act within the Municipality's boundaries in accordance 
with the approved Uniform Quality Management Plan for the discipline of Building
Consisting of all parts of the Alberta Building Code including applicable Alberta 
amendments and regulations.
Accredited Date: December 14, 2012	Issued Date: December 14, 2012.
_______________
Pursuant to Section 26 of the Safety Codes Act it is hereby ordered that
Village of Caroline, Accreditation No. M000163, Order No. 2689
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act within the Municipality's boundaries in accordance 
with the approved Uniform Quality Management Plan for the discipline of Electrical
Consisting of all parts of the Canadian Electrical Code, Code for Electrical 
Installations at Oil and Gas Facilities and Alberta Electrical Utility Code including 
applicable Alberta amendments and regulations.
Accredited Date: December 14, 2012	Issued Date: December 14, 2012.
______________
Pursuant to Section 26 of the Safety Codes Act it is hereby ordered that
Village of Caroline, Accreditation No. M000163, Order No. 2870
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act within the Municipality's boundaries in accordance 
with the approved Uniform Quality Management Plan for the discipline of Gas
Consisting of all parts of the Natural Gas and Propane Installation Code and Propane 
Storage and Handling Code, including applicable Alberta amendments and 
regulations.
Accredited Date: December 14, 2012	Issued Date: December 14, 2012.
Pursuant to Section 26 of the Safety Codes Act it is hereby ordered that
Village of Caroline, Accreditation No. M000163, Order No. 2871
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act within the Municipality's boundaries in accordance 
with the approved Uniform Quality Management Plan for the discipline of Plumbing
Consisting of all parts of the National Plumbing Code and Alberta Private Sewage 
Systems Standard of Practice, including applicable Alberta amendments and 
regulations.
Accredited Date: December 14, 2012	Issued Date: December 14, 2012.
Alberta Securities Commission
NATIONAL INSTRUMENT 51-102 CONTINUOUS DISCLOSURE 
OBLIGATIONS 
AMENDING INSTRUMENT
(Securities Act)
Made as a rule by the Alberta Securities Commission on October 10, 2012 pursuant to 
sections 223 and 224 of the Securities Act.
AMENDMENTS TO  
NATIONAL INSTRUMENT 51-102  
CONTINUOUS DISCLOSURE OBLIGATIONS
1.	National Instrument 51-102 Continuous Disclosure Obligations is amended by 
this Instrument.
2.	Section 1.1 is amended by adding the following definitions: 
"corporate law" has the same meaning as in section 1.1 of NI 54-101;
"notice-and-access" has the same meaning as in section 1.1 of NI 54-101; 
"proxy-related materials" means securityholder material relating to a 
meeting of securityholders that a person or company that solicits proxies is 
required under corporate law or securities legislation to send to the 
registered holders or beneficial owners of the securities;
"special meeting" has the same meaning as in section 1.1 of NI 54-101;
"special resolution" has the same meaning as in section 1.1 of NI 54-101;
"stratification" has the same meaning as in section 1.1 of NI 54-101;.


3.	Section 4.6 of National Instrument 51-102 is amended by
(a)	replacing subsection (1) with the following:
4.6	Delivery of Financial Statements - (1) Subject to subsection (2), a 
reporting issuer must send annually a request form to the registered 
holders and beneficial owners of its securities, other than debt 
instruments, that the registered holders and beneficial owners may 
use to request any of the following:
(a)	a paper copy of the reporting issuer's annual financial 
statements and MD&A for the annual financial statements;
(b)	a copy of the reporting issuer's interim financial reports and 
MD&A for the interim financial reports., and
(b)	replacing "two years" in subsection (4) with "one year".
4.	The Instrument is amended by adding the following sections:
9.1.1 Notice-and-Access - (1) A person or company soliciting proxies may 
use notice-and-access to send proxy-related materials to a registered 
holder of voting securities of a reporting issuer if all of the following 
apply:
(a)	the registered holder of voting securities is sent a notice that 
contains the following information and no other information:
(i)	the date, time and location of the reporting issuer's 
meeting for which the proxy-related materials are 
being sent;
(ii)	a description of each matter or group of related matters 
identified in the form of proxy to be voted on, unless 
that information is already included in a form of proxy 
that is being sent to the registered holder of voting 
securities under paragraph (b);
(iii)	the website addresses for SEDAR and the non-SEDAR 
website where the proxy-related materials are posted;
(iv)	a reminder to review the information circular before 
voting; 
(v)	an explanation of how to obtain a paper copy of the 
information circular and, if applicable, the documents 
in paragraph (2)(b) from the person or company;
(vi)	a plain-language explanation of notice-and-access that 
includes the following information:
(A)	if the person or company is using stratification, 
a list of the types of registered holders or 
beneficial owners who will receive paper copies 
of the information circular and, if applicable, 
the documents in paragraph (2)(b);
(B)	the estimated date and time by which a request 
for a paper copy of the information circular and, 
if applicable, the documents in paragraph (2)(b), 
is to be received in order for the requester to 
receive the paper copy in advance of any 
deadline for the submission of the proxy and the 
date of the meeting;
(C)	an explanation of how the registered holder is to 
return the proxy, including any deadline for 
return of the proxy; 
(D)	the sections of the information circular where 
disclosure regarding each matter or group of 
related matters identified in the notice can be 
found;
(E)	a toll-free telephone number the registered 
holder can call to get information about notice-
and-access;
(b)	the registered holder of voting securities is sent, by prepaid 
mail, courier or the equivalent, the notice required by 
paragraph (a) and a form of proxy for use at the meeting and, 
in the case of a solicitation by or on behalf of management of 
the reporting issuer, the notice and form of proxy are sent at 
least 30 days before the date of the meeting;
(c)	in the case of a solicitation by or on behalf of management of 
the reporting issuer, the reporting issuer files on SEDAR the 
notification of meeting and record dates in the manner and 
within the time specified by NI 54-101;
(d)	public electronic access to the information circular, form of 
proxy and the notice in paragraph (a) is provided on or before 
the date that the person or company soliciting proxies sends 
the notice in paragraph (a) to registered holders in the 
following manner:
(i)	the documents are filed on SEDAR as required by 
section 9.3;
(ii)	the documents are posted until the date that is one year 
from the date that the documents are posted, on a 
website other than the website for SEDAR;
(e)	a toll-free telephone number is provided for use by the 
registered holder of voting securities to request a paper copy 
of the information circular and, if applicable, the documents in 
paragraph (2)(b), at any time from the date that the person or 
company soliciting proxies sends the notice in paragraph (a) 
to the registered holder up to and including the date of the 
meeting, including any adjournment;
(f)	if a request for a paper copy of the information circular and, if 
applicable, the documents in paragraph (2)(b), is received at 
the toll-free telephone number provided under paragraph (e) 
or by any other means, a paper copy of any such document 
requested is sent free of charge by the person or company 
soliciting proxies to the requester at the address specified in 
the request in the following manner:
(i)	in the case of a request received prior to the date of the 
meeting, within 3 business days after receiving the 
request, by first class mail, courier or the equivalent;
(ii)	in the case of a request received on or after the date of 
the meeting, and within one year of the information 
circular being filed, within 10 calendar days after 
receiving the request, by prepaid mail, courier or the 
equivalent.
(2)	Unless an information circular is included with the proxy-related 
materials, a reporting issuer that sends proxy-related materials to a 
registered holder of voting securities using notice-and-access must 
not include with the proxy-related materials any information or 
document that relates to the particulars of any matter to be submitted 
to the meeting, except for the following:
(a)	the information required to be included in the notice under 
paragraph (1)(a);
(b) 	financial statements of the reporting issuer to be approved at 
the meeting and MD&A related to those financial statements, 
which may be part of an annual report.
(3)	A notice under paragraph (1)(a) and the form of proxy may be 
combined in a single document.
9.1.2	Posting materials on non-SEDAR website - (1)  A person or 
company that posts proxy-related materials in the manner referred to 
in subparagraph 9.1.1(1)(d)(ii) must also post on the website the 
following documents:
(a)	any disclosure material regarding the meeting that the person 
or company has sent to registered holders or beneficial owners 
of voting securities;
(b)	any written communications the person or company soliciting 
proxies has made available to the public regarding each matter 
or group of matters to be voted upon at the meeting, whether 
or not they were sent to registered holders or beneficial 
owners of voting securities.
(2)	Proxy-related materials that are posted under subparagraph 
9.1.1(1)(d)(ii) must be posted in a manner and be in a format that 
permit an individual with a reasonable level of computer skill and 
knowledge to do all of the following easily:
(a)	access, read and search the documents on the website;
(b)	download and print the documents.
9.1.3	Consent to other delivery methods - For greater certainty, section 
9.1.1 does not
(a)	prevent a registered holder of voting securities from 
consenting to a person or company's use of other delivery 
methods to send proxy-related materials,
(b)	terminate or modify a consent that a registered holder of 
voting securities previously gave to a person or company 
regarding the use of other delivery methods to send proxy-
related materials, or
(c)	prevent a person or company from sending proxy-related 
materials using a delivery method to which a registered holder 
has consented prior to February 11, 2013.
9.1.4	Instructions to receive paper copies - (1) Despite section 9.1.1, a 
reporting issuer may obtain standing instructions from a registered 
holder of voting securities that a paper copy of the information 
circular and, if applicable, the documents in paragraph 9.1.1(2)(b), be 
sent to the registered holder in all cases when the reporting issuer 
uses notice-and-access.
(2)	If a reporting issuer has obtained standing instructions from a 
registered holder under subsection (1), the reporting issuer 
must do both of the following:
(a)	include with the notice required by paragraph 
9.1.1(1)(a) any paper copies of information circulars 
and, if applicable, the documents in paragraph 
9.1.1(2)(b), required to comply with standing 
instructions obtained under subsection (1);
(b)	include with the notice under paragraph (a) a 
description, or otherwise inform the registered holder 
of, the means by which the registered holder may 
revoke the registered holder's standing instructions. 
9.1.5	Compliance with SEC Notice-and-Access Rules - A reporting 
issuer that is an SEC issuer can send proxy-related materials to 
registered holders under section 9.1 using a delivery method 
permitted under U.S. federal securities law, if both of the following 
apply:
(a)	the SEC issuer is subject to, and complies with Rule 14a-16 
under the 1934 Act;
(b)	residents of Canada do not own, directly or indirectly, 
outstanding voting securities carrying more than 50% of the 
votes for the election of directors, and none of the following 
apply:
(i)	the majority of the executive officers or directors of the 
issuer are residents of Canada;
(ii)	more than 50% of the consolidated assets of the issuer 
are located in Canada; 
(iii)	the business of the issuer is administered principally in 
Canada..
5.	Form 51-102F5 Information Circular is amended by adding the following 
section:
4.3	The information circular must include the following, if applicable:
(a)	a statement that the reporting issuer is sending proxy-related 
materials to registered holders or beneficial owners using 
notice-and-access and, if stratification will be used, a 
description of the types of registered holders or beneficial 
owners who will receive paper copies of the information 
circular and, if applicable, the documents in paragraph 
9.1.1(2)(b);
(b)	a statement that the reporting issuer is sending proxy-related 
materials directly to non-objecting beneficial owners under NI 
54-101;
(c)	a statement that management of the reporting issuer does not 
intend to pay for intermediaries to forward to objecting 
beneficial owners under NI 54-101 the proxy-related 
materials and Form 54-101F7 - Request for Voting 
Instructions Made by Intermediary, and that in the case of an 
objecting beneficial owner, the objecting beneficial owner 
will not receive the materials unless the objecting beneficial 
owner's intermediary assumes the cost of delivery.. 
6.	(1)	Despite section 9.1.1 of National Instrument 51-102, as enacted by section 4 
of this Instrument, a person or company must not use notice-and-access to 
send proxy-related materials to a registered holder of voting securities of a 
reporting issuer in respect of a meeting of the reporting issuer that takes 
place before March 1, 2013.
(2)	A reporting issuer must not rely on section 9.1.5 of National Instrument 51-
102, as enacted by section 4 of this Instrument, in respect of a meeting that 
takes place before February 15, 2013.
7.	This Instrument comes into force on February 11, 2013.
NATIONAL INSTRUMENT 54-101 COMMUNICATION WITH BENEFICIAL 
OWNERS OF SECURITIES OF A REPORTING ISSUER
AMENDING INSTRUMENT
(Securities Act)
Made as a rule by the Alberta Securities Commission on October 10, 2012 pursuant to 
sections 223 and 224 of the Securities Act.
AMENDMENTS TO 
NATIONAL INSTRUMENT 54-101 
COMMUNICATION WITH BENEFICIAL OWNERS  
OF SECURITIES OF A REPORTING ISSUER
1.	National Instrument 54-101 Communication with Beneficial Owners of 
Securities of a Reporting Issuer is amended by this Instrument.
2.	Section 1.1 is amended by
(a)	repealing the definition of  "legal proxy",
(b)	adding the following definition:
"notice-and-access" means
(a)	in respect of registered holders of voting securities of a reporting 
issuer, the delivery procedures referred to in section 9.1.1 of 
National Instrument 51-102 Continuous Disclosure Obligations, or
(b)	in respect of beneficial owners of securities of a reporting issuer, 
the delivery procedures referred to in section 2.7.1;,
(c)	in the definition of "proxy-related materials", adding "or beneficial 
owners" between "registered holders" and "of the securities",
(d)	repealing the definition of "request for voting instructions",
(e)	adding the following definition:
"SEC issuer" means an issuer that
(a)	has a class of securities registered under section 12 of the 1934 Act 
or is required to file reports under section 15(d) of the 1934 Act, and
(b)	is not registered or required to be registered as an investment 
company under the Investment Company Act of 1940 of the United 
States of America, as amended;,
(f)	in the definition of "securityholder materials", adding "or beneficial 
owners" between "registered holders" and "of securities", and
(g)	adding the following definition:
"stratification", in relation to a reporting issuer using notice-and-access, 
means procedures whereby a paper copy of the information circular and, if 
applicable, the documents in paragraph 2.7.1(2)(b), are included with either 
or both of the following:
(a)	the documents required to be sent to registered holders under 
subsection 9.1(1) of National Instrument 51-102 Continuous 
Disclosure Obligations;
(b)	the documents required to be sent to beneficial owners under 
subsection 2.7.1(1);.
3.	Subsection 1.3(1) is replaced with the following:
1.3	Use of required forms - (1)  A person or company required to send 
or use a required form or document under a provision of this 
Instrument may substitute for that form or document another form or 
document, or combine the required form or document with another 
form or document, if the substituted or combined form or document 
requests or includes the same information contemplated by the form 
or document that is otherwise required..
4.	Paragraphs 2.2(2)(g) and (h) are replaced with the following:
(g)	the classes or series of securities that entitle the holder to vote at the 
meeting;
(h)	whether the meeting is a special meeting;.
5.	Subsection 2.2(2) is amended by adding the following paragraphs:
(i)	whether the reporting issuer is sending proxy-related materials to 
registered holders or beneficial owners using notice-and-access and, 
if stratification will be used, the types of registered holders or 
beneficial owners who will receive paper copies of the information 
circular or other proxy-related materials;
(j)	whether the reporting issuer is sending the proxy-related materials 
directly to NOBOs; and
(k)	whether the reporting issuer intends to pay for a proximate 
intermediary to send the proxy-related materials to OBOs..
6.	Subsection 2.5(4) is replaced with the following:
(4)	A reporting issuer that requests beneficial ownership information 
under this section must do so through a transfer agent..
7.	Section 2.5 is amended by adding the following subsection:
(5)	Despite subsection (4), a reporting issuer may request beneficial 
ownership information without using a transfer agent for the sole 
purpose of obtaining a NOBO list if the reporting issuer has provided 
an undertaking using Form 54-101F9..
8.	The Instrument is amended by adding the following sections:
2.7.1 Notice-and-Access - (1) A reporting issuer that is not an investment 
fund may use notice-and-access to send proxy-related materials 
relating to a meeting to a beneficial owner of its securities if all of the 
following apply:
(a)	the beneficial owner is sent a notice that contains the 
following information and no other information:
(i)	the date, time and location of the meeting for which the 
proxy-related materials are being sent;
(ii)	a description of each matter or group of related matters 
identified in the form of proxy to be voted on, unless 
that information is already included in a Form 54-
101F6 or Form 54-101F7 as applicable, that is being 
sent to the beneficial owner under paragraph (b);
(iii)	the website addresses for SEDAR and the non-SEDAR 
website where the proxy-related materials are posted;
(iv)	a reminder to review the information circular before 
voting; 
(v)	an explanation of how to obtain a paper copy of the 
information circular and, if applicable, the documents 
in paragraph (2)(b) from the reporting issuer;
(vi)	a plain-language explanation of notice-and-access that 
includes the following information:
(A)	if the reporting issuer is using stratification, a 
list of the types of registered holders or 
beneficial owners who will receive paper copies 
of the information circular, and if applicable, 
the documents in paragraph (2)(b);
(B)	the estimated date and time by which a request 
for a paper copy of the information circular and, 
if applicable, the documents in paragraph (2)(b), 
is to be received in order for the requester to 
receive the paper copy in advance of any 
deadline for the submission of voting 
instructions and the date of the meeting;
(C)	an explanation of how the beneficial owner is to 
return voting instructions, including any 
deadline for return of those instructions;
(D)	the sections of the information circular where 
disclosure regarding each matter or group of 
related matters identified in the notice can be 
found;
(E)	a toll-free telephone number the beneficial 
owner can call to get information about notice-
and-access; 
(b)	using the procedures referred to in section 2.9 or 2.12, as 
applicable, the beneficial owner is sent, by prepaid mail, 
courier or the equivalent, the notice required by paragraph (a) 
and a Form 54-101F6 or Form 54-101F7, as applicable;
(c)	the reporting issuer files on SEDAR the notification of 
meeting and record dates on the same date that it sends the 
notification under subsection 2.2(1);
(d)	public electronic access to the information circular and the 
notice in paragraph (a) is provided on or before the date that 
the reporting issuer sends the notice in paragraph (a) to 
beneficial owners, in the following manner:
(i)	the documents are filed on SEDAR; 
(ii)	the documents are posted until the date that is one year 
from the date that the documents are posted, on a 
website other than the website for SEDAR;
(e)	a toll-free telephone number is provided for use by the 
beneficial owner to request a paper copy of the information 
circular and, if applicable, the documents in paragraph (2)(b), 
at any time from the date that the reporting issuer sends the 
notice in paragraph (a) to the beneficial owner up to and 
including the date of the meeting, including any adjournment;
(f)	if a request for a paper copy of the information circular and, if 
applicable, the documents in paragraph (2)(b), is received at 
the toll-free telephone number provided under paragraph (e) 
or by any other means, a paper copy of any such document 
requested is sent free of charge by the reporting issuer to the 
requester at the address specified in the request in the 
following manner:
(i)	in the case of a request received prior to the date of the 
meeting, within 3 business days after receiving the 
request, by first class mail, courier or the equivalent;
(ii)	in the case of a request received on or after the date of 
the meeting, and within one year of the information 
circular being filed, within 10 calendar days after 
receiving the request, by prepaid mail, courier or the 
equivalent.
(2)	Unless an information circular is included with the proxy-related 
materials, a reporting issuer that sends proxy-related materials to a 
beneficial owner of its securities using notice-and-access must not 
include with the proxy-related materials any information or 
document that relates to the particulars of any matter to be submitted 
to the meeting, except for the following:
(a)	the information required to be included in the notice under 
paragraph (1)(a);
(b)	financial statements of the reporting issuer to be approved at 
the meeting, and MD&A related to those financial statements, 
which may be part of an annual report.
2.7.2	Notice in advance of first use of notice-and-access - Despite 
paragraph 2.7.1(1)(c) and subsection 2.20(a.1), the first time that a 
reporting issuer uses notice-and-access to send proxy-related 
materials to a beneficial owner of its securities, the reporting issuer 
must file on SEDAR the notification of meeting and record dates at 
least 25 days before the record date for notice.
2.7.3	Restrictions on information gathering - (1) A reporting issuer that 
receives a request for a paper copy of the information circular or 
other documents referred to in paragraph 2.7.1(1)(e) using the toll-
free telephone number or by any other means must not do any of the 
following:


(a)	ask for any information about the requester, other than the 
name and address to which the information circular and, if 
applicable, the documents in paragraph 2.7.1(2)(b), are to be 
sent; 
(b)	disclose or use the name or address of the requester for any 
purpose other than sending the information circular and, if 
applicable, the documents in paragraph 2.7.1(2)(b).
(2)	A reporting issuer that posts proxy-related materials pursuant to 
subparagraph 2.7.1(1)(d)(ii) must not collect information that can be 
used to identify a person or company who has accessed the website 
address where the proxy-related materials are posted. 
2.7.4	Posting materials on non-SEDAR website - (1)  A reporting issuer 
that posts proxy-related materials in the manner referred to in 
subparagraph 2.7.1(1)(d)(ii) must also post on the website the 
following documents:
(a)	any disclosure material regarding the meeting that the 
reporting issuer has sent to registered holders or beneficial 
owners of its securities;
(b)	any written communications the reporting issuer has made 
available to the public regarding each matter or group of 
matters to be voted on at the meeting, whether or not they 
were sent to registered holders or beneficial owners of its 
securities.
(2)	Proxy-related materials that are posted under subparagraph 
2.7.1(1)(d)(ii) must be posted in a manner and be in a format that 
permit an individual with a reasonable level of computer skill and 
knowledge to do all of the following easily:
(a)	access, read and search the documents on the website;
(b)	download and print the documents.
2.7.5	Consent to other delivery methods - For greater certainty, section 
2.7.1 does not 
(a)	prevent a beneficial owner from consenting to a reporting 
issuer, an intermediary or another person or company's use of 
other delivery methods to send proxy-related materials,
(b)	terminate or modify a consent that a beneficial owner of 
voting securities previously gave to a reporting issuer, an 
intermediary or another person or company regarding the use 
of other delivery methods to send proxy-related materials, or
(c)	prevent a reporting issuer, an intermediary or another person 
or company from sending proxy-related materials using a 
delivery method to which a beneficial owner has consented 
prior to February 11, 2013.
2.7.6	Instructions to receive paper copies - (1) Despite section 2.7.1, an 
intermediary may obtain standing instructions from a beneficial 
owner that is a client of the intermediary that a paper copy of the 
information circular and, if applicable, the documents in paragraph 
2.7.1(2)(b), be sent to the beneficial owner in all cases when a 
reporting issuer uses notice-and-access.
(2)	If an intermediary has obtained standing instructions from a 
beneficial owner under subsection (1), the intermediary must do all 
of the following:
(a)	if the reporting issuer is sending proxy-related materials 
directly under section 2.9, indicate in the NOBO list provided 
to the reporting issuer those NOBOs who have provided 
standing instructions under subsection (1) as at the date the 
NOBO list is generated;
(b)	if the intermediary is sending proxy-related materials to a 
beneficial owner on behalf of a reporting issuer using notice-
and-access, request appropriate quantities of paper copies of 
the information circular and, if applicable, the documents in 
paragraph 2.7.1(2)(b), from the reporting issuer for 
forwarding to beneficial owners who have provided standing 
instructions to be sent paper copies;
(c)	include with the proxy-related materials a description, or 
otherwise inform the beneficial owner of, the means by which 
the beneficial owner may revoke the beneficial owner's 
standing instructions.
2.7.7	Application to non-management solicitations - (1)  A person or 
company other than management of a reporting issuer that is required 
by law to send materials to registered holders or beneficial owners of 
securities in connection with a meeting may use notice-and-access to 
send the materials.  
(2)	Section 2.7.1, other than paragraph (1)(c), and sections 2.7.3, 2.7.4 
and 2.7.5 apply to a person or company in subsection (1) as if the 
person or company were a reporting issuer.
(3)	Paragraph 2.7.1(1)(c) and section 2.7.8 apply to a person or company 
referred to in subsection (1) only if the person or company has 
requisitioned a meeting.
2.7.8	Record date for notice - Despite subsection 2.1(b), a reporting 
issuer that uses notice-and-access must set a record date for notice 
that is no fewer than 40 days before the date of the meeting..
9.	Section 2.9 is replaced with the following:
2.9 	Direct sending of proxy-related materials to NOBOs by a 
reporting issuer - (1) A reporting issuer that has stated in its request 
for beneficial ownership information sent in connection with a 
meeting, that it will send proxy-related materials to, and seek voting 
instructions from, NOBOs must send at its own expense the proxy-
related materials for the meeting directly to the NOBOs on the 
NOBO lists received in response to the request.
(2)	A reporting issuer that sends by prepaid mail, courier or the 
equivalent, paper copies of proxy-related materials directly to a 
NOBO must send the proxy-related materials at least 21 days before 
the date of the meeting.
(3)	A reporting issuer that sends proxy-related materials directly to a 
NOBO using notice-and-access must send the notice required by 
paragraph 2.7.1(1)(a) and, if applicable, any paper copies of 
information circulars and documents in paragraph 2.7.1(2)(b), at least 
30 days before the date of the meeting..
10.	Section 2.10 is amended by inserting "and despite subsection 2.9(1)," after 
"Except as required by securities legislation,".
11.	Section 2.12 is replaced with the following:
2.12	Indirect sending of securityholder materials by a reporting issuer 
- (1)  A reporting issuer sending securityholder materials indirectly 
to beneficial owners must send to each proximate intermediary that 
responded to the applicable request for beneficial ownership 
information the number of sets of those materials specified by that 
proximate intermediary for sending to beneficial owners.
(2)	A reporting issuer that sends proxy-related materials indirectly to a 
beneficial owner by having the proximate intermediary send the 
proxy-related materials by prepaid mail must send the proxy-related 
materials to the proximate intermediary
(a)	at least 3 business days before the 21st day before the date of 
the meeting, in the case of proxy-related materials that are to 
be sent on by the proximate intermediary by first class mail, 
courier or the equivalent, or
(b)	at least 4 business days before the 21st day before the date of 
the meeting, in the case of proxy-related materials that are to 
be sent using any other type of prepaid mail.
(3)	A reporting issuer that sends proxy-related materials indirectly to a 
beneficial owner using notice-and-access must send the notice 
required by paragraph 2.7.1(1)(a) and, if applicable, any paper copies 
of information circulars and documents in paragraph 2.7.1(2)(b), to 
the proximate intermediary 
(a)	at least 3 business days before the 30th day before the date of 
the meeting, in the case of proxy-related materials that are to 
be sent on by the proximate intermediary by first class mail, 
courier or the equivalent, or
(b)	at least 4 business days before the 30th day before the date of 
the meeting, in the case of  proxy-related materials that are to 
be sent using any other type of prepaid mail.
(4)	A reporting issuer that sends securityholder materials that are not 
proxy-related materials indirectly to beneficial owners must send the 
securityholder materials to the intermediary on the date specified in 
the request for beneficial ownership information.
(5)	Despite section 2.9, a reporting issuer must not send securityholder 
materials directly to a NOBO if a proximate intermediary in a foreign 
jurisdiction holds securities on behalf of the NOBO and one or both 
of the following applies:
(a)	the law of the foreign jurisdiction does not permit the 
reporting issuer to send securityholder materials directly to 
NOBOs; 
(b)	the proximate intermediary has stated in a response to a 
request for beneficial ownership information that the law in 
the foreign jurisdiction requires the proximate intermediary to 
deliver securityholder materials to beneficial owners..
12.	Section 2.16 is replaced with the following:
2.16	Explanation of voting rights - (1)  If a reporting issuer sends proxy-
related materials for a meeting to a beneficial owner of its securities, 
the materials must explain, in plain language, how the beneficial 
owner can exercise voting rights attached to the securities, including 
an explanation of how to attend and vote the securities directly at the 
meeting.
(2)	Management of a reporting issuer must provide the following 
disclosure in the information circular:
(a)	whether the reporting issuer is sending proxy-related materials 
to registered holders or beneficial owners using notice-and-
access, and if stratification will be used, the types of 
registered holders or beneficial owners who will receive paper 
copies of the information circular and, if applicable, the 
documents in paragraph 2.7.1(2)(b);
(b)	whether the reporting issuer is sending proxy-related 
materials directly to NOBOs;
(c)	whether the reporting issuer intends to pay for an intermediary 
to deliver to OBOs the proxy-related materials and Form 54-
101F7, and if the reporting issuer does not intend to pay for 
such delivery, a statement that OBOs will not receive the 
materials unless their intermediary assumes the costs of 
delivery.. 
13.	Section 2.17 is replaced with the following:
2.17	Voting instruction form (Form 54-101F6) - A reporting issuer that 
sends proxy-related materials directly to a NOBO that solicit votes or 
voting instructions from securityholders must include with the proxy-
related materials a Form 54-101F6..
14.	Section 2.18 is replaced with the following:
2.18	Appointing beneficial owner as proxy holder - (1)  A reporting 
issuer whose management holds a proxy in respect of securities 
beneficially owned by a NOBO must arrange, without expense to the 
NOBO, to appoint the NOBO or a nominee of the NOBO as a proxy 
holder in respect of those securities if the NOBO has instructed the 
reporting issuer to do so using either of the following methods:
(a)	the NOBO filled in and submitted the Form 54-101F6 
previously sent to the NOBO by the reporting issuer;
(b)	the NOBO submitted any other document in writing that 
requests that the NOBO or a nominee of the NOBO be 
appointed as a proxyholder.
(2)	If management appoints a NOBO or a nominee of the NOBO as a 
proxy holder under subsection (1), the NOBO or nominee of the 
NOBO, as applicable, must be given authority to attend, vote and 
otherwise act for and on behalf of management of the reporting issuer 
in respect of all matters that may come before the applicable meeting 
and at any adjournment or continuance, unless corporate law 
prohibits the giving of that authority.
(3)	A reporting issuer who appoints a NOBO as a proxy holder pursuant 
to subsection (1) must deposit the proxy within any time specified for 
the deposit in the information circular if the reporting issuer obtains 
the instructions under subsection (1) at least one business day before 
the termination of that time.
(4)	If corporate law requires an intermediary or depository to appoint the 
NOBO or nominee of the NOBO as a proxy holder in respect of 
securities beneficially owned by the NOBO in accordance with any 
written voting instructions received from the NOBO, and the 
intermediary has received the written voting instructions, the 
reporting issuer must provide, upon request by the intermediary, 
confirmation of both of the following: 
(a)	management of the reporting issuer will comply with 
subsections 2.18(1) and (2);
(b)	management of the reporting issuer is acting on behalf of the 
intermediary or depository to the extent it appoints the NOBO 
or nominee of the NOBO as proxy holder in respect of the 
securities of the reporting issuer beneficially owned by the 
NOBO.
(5)	A confirmation provided under subsection (4) must identify the 
specific meeting to which the confirmation applies, but is not 
required to specify each proxy appointment that management of the 
reporting issuer has made..
15.	Subsection 2.20(a) is replaced with the following:
(a)	arranges to have proxy-related materials for the meeting sent 
in compliance with the applicable timing requirements in 
sections 2.9 and 2.12;.
16.	Section 2.20 is amended by adding the following subsection:
(a.1)	if the reporting issuer uses notice-and-access, fixes the record 
date for notice to be at least 40 days before the date of the 
meeting and sends the notification of meeting and record dates 
under section 2.2 at least 3 business days before the record 
date for notice;.
17.	Subsection 4.1(1) is amended by replacing "through the transfer agent of the 
reporting issuer that sent the request" with "through the transfer agent, or in the 
case of a NOBO list, a person or company described in subsection 2.5(5) that 
sent the request".


18.	Section 4.4 is replaced with the following:
4.4	Voting instruction form (Form 54-101F7) - An intermediary that 
forwards proxy-related materials to a beneficial owner that solicit 
votes or voting instructions from securityholders must include with 
the proxy-related materials a Form 54-101F7..
19.	Section 4.5 is replaced with the following:
4.5	Appointing beneficial owner as proxy holder - (1)  An 
intermediary who is the registered holder of, or holds a proxy in 
respect of, securities owned by a beneficial owner must arrange, 
without expense to the beneficial owner, to appoint the beneficial 
owner or a nominee of the beneficial owner as a proxy holder in 
respect of those securities if the beneficial owner has instructed the 
intermediary to do so using either of the following methods:
(a)	the beneficial owner filled in and submitted the Form 54-
101F7 previously sent to the beneficial owner by the 
intermediary;
(b)	the beneficial owner submitted any other document in writing 
that requests that the beneficial owner or a nominee of the 
beneficial owner be appointed as a proxy holder.
(2)	If an intermediary appoints a beneficial owner or a nominee of the 
beneficial owner as a proxy holder under subsection (1), the 
beneficial owner or nominee of the beneficial owner, as applicable, 
must be given authority to attend, vote and otherwise act for and on 
behalf of the intermediary in respect of all matters that may come 
before the applicable meeting and at any adjournment or 
continuance, unless corporate law does not permit the giving of that 
authority.
(3)	An intermediary who appoints a beneficial owner as proxy holder 
pursuant to subsection (1) must deposit the proxy within any time 
specified for deposit in the information circular if the intermediary 
obtains the instructions under subsection (1) at least one business day 
before the termination of that time..
20.	Section 5.4 is amended by adding the following subsections: 
(3)	If corporate law requires a depository to appoint a beneficial owner 
or nominee of the beneficial owner as a proxy holder in respect of 
securities beneficially owned by the beneficial owner in accordance 
with any written voting instructions received from the beneficial 
owner, and the depository has received the written voting 
instructions, any participant described in subsection (1) must provide, 
upon request by the depository, confirmation of all of the following: 
(a)	the participant will comply with subsections 4.5(1) and (2);
(b)	the participant is acting on behalf of the depository to the 
extent it appoints a beneficial owner or nominee of a 
beneficial owner as proxy holder in respect of the securities of 
the reporting issuer beneficially owned by the beneficial 
owner; 
(c)	if the participant is required to execute an omnibus proxy 
under section 4.1, that the participant will take reasonable 
steps to request the confirmation set out in subsection 2.18(4).
(4)	A confirmation provided under subsection (3) must identify the 
specific securityholder meeting to which the confirmation applies, 
but is not required to specify each proxy appointment that the 
participant has made..
21.	Subsection 6.2(6) is replaced with the following: 
(6)	A person or company, other than the reporting issuer to which the 
request relates, that sends materials indirectly to beneficial owners 
must comply with the following:
(a)	the person or company must pay to the proximate 
intermediary a fee for sending the securityholder materials to 
the beneficial owners; 
(b)	the person or company must provide an undertaking to the 
proximate intermediary in the form of Form 54-101F10..
22.	Part 7 is replaced with the following:
PART 7 - USE OF NOBO LIST AND INDIRECT
SENDING OF MATERIALS
7.1	Use of NOBO list - (1)  A reporting issuer may use a NOBO list, or 
a report prepared under section 5.3 relating to the reporting issuer 
and obtained under this Instrument, in connection with any matter 
relating to the affairs of the reporting issuer.
(2)	A person or company that is not the reporting issuer must not use a 
NOBO list, or a report prepared under section 5.3 relating to the 
reporting issuer and obtained under this Instrument, in any manner 
other than any of the following:
(a)	for sending securityholder materials directly to NOBOs in 
accordance with this Instrument;
(b)	in respect of an effort to influence the voting of 
securityholders of the reporting issuer; 
(c)	in respect of an offer to acquire securities of the reporting 
issuer.
7.2	Sending of Materials - (1) A reporting issuer may send 
securityholder materials indirectly to beneficial owners of securities 
of the reporting issuer using the procedures in section 2.12, or 
directly to NOBOs of the reporting issuer using a NOBO list, in 
connection with any matter relating to the affairs of the reporting 
issuer.
(2)	A person or company that is not the reporting issuer may send 
securityholder materials indirectly to beneficial owners of securities 
of the reporting issuer using the procedures in section 2.12, or 
directly to NOBOs of the reporting issuer using a NOBO list, only in 
connection with one or both of the following:
(a)	an effort to influence the voting of securityholders of the 
reporting issuer; 
(b)	an offer to acquire securities of the reporting issuer..
23.	The Instrument is amended by adding the following section:
9.1.1	Compliance with SEC Notice-and-Access Rules - (1) Despite 
section 2.7, a reporting issuer that is an SEC issuer can send proxy-
related materials to beneficial owners using a delivery method 
permitted under U.S. federal securities law, if all of the following 
apply:
(a)	the SEC issuer is subject to, and complies with Rule 14a-16 
under the 1934 Act;
(b)	the SEC issuer has arranged with each intermediary through 
whom the beneficial owner holds its interest in the reporting 
issuer's securities to have each intermediary send the proxy-
related materials to the beneficial owner by implementing the 
procedures under Rule 14b-1 or Rule 14b-2 of the 1934 Act 
that relate to the procedures in Rule 14a-16 under the 1934 
Act;
(c)	residents of Canada do not own, directly or indirectly, 
outstanding voting securities of the issuer carrying more than 
50% of the votes for the election of directors, and none of the 
following apply:
(i)	the majority of the executive officers or directors of the 
issuer are residents of Canada;
(ii)	more than 50% of the consolidated assets of the issuer 
are located in Canada; 
(iii)	the business of the issuer is administered principally in 
Canada.
(2)	Part 4 does not apply to an intermediary with whom a reporting 
issuer has made arrangements under paragraph (1)(b) if the 
intermediary implements the procedures under Rule 14b-1 or Rule 
14b-2 of the 1934 Act that relate to the procedures in Rule 14a-16 
under the 1934 Act..
24.	Form 54-101F2 Request for Beneficial Ownership Information is amended by
(a)	in Item 1, adding "in English and, if applicable, French" after "reporting 
issuer";
(b)	replacing Item 2 with the following:
Item 2 - Contact person(s)
State the name, address, telephone number, facsimile number and email 
address of the contact person(s) of the reporting issuer, and of the reporting 
issuer's agent, if applicable, with whom the intermediary should deal.  If 
different from the foregoing, also state the name, address, telephone number, 
facsimile number and email address of the contact person(s) of the reporting 
issuer responsible for dealing with invoices.;
(c)	in Item 6.7, adding "State whether the reporting issuer would like materials 
to be sent electronically when consent has been obtained from the beneficial 
owner of securities." after "National Instrument."; 
(d)	in Item 6.9, replacing "If the securityholder materials are to be sent to all 
beneficial owners of securities, including beneficial owners that have 
declined to receive them, so state." with "State if securityholder materials 
are to be sent to (a) all beneficial owners of securities (including beneficial 
owners that have declined to receive them), (b) only those beneficial owners 
who have requested to receive all securityholder materials, or (c) only those 
beneficial owners who have requested to receive all securityholder materials 
or special meeting materials.";
(e)	in Item 7.9, adding "State whether the reporting issuer would like materials 
to be sent electronically when consent has been obtained from the beneficial 
owner of securities." after "National Instrument.";
(f)	in Item 7.11, replacing "If the securityholder materials are to be sent to all 
beneficial owners of securities, including beneficial owners that have 
declined to receive them, so state." with "State if securityholder materials 
are to be sent to (a) all beneficial owners of securities (including beneficial 
owners that have declined to receive them), (b) only those beneficial owners 
who have requested to receive all securityholder materials, or (c) only those 
beneficial owners who have requested to receive all securityholder materials 
or special meeting materials.";


(g)	adding the following Item:
7.12  State whether the reporting issuer is using notice-and-access, and any 
stratification criteria to be used.  [Before completing this item, the reporting 
issuer should discuss with the intermediary what stratification criteria the 
intermediary is able to apply.];
(h)	in Item 8.5, adding "State whether the reporting issuer would like materials 
to be sent electronically when consent has been obtained from the beneficial 
owner of securities." after "National Instrument.";
(i)	in Item 8.6, replacing "If the securityholder materials are to be sent to all 
beneficial owners of securities, including beneficial owners that have 
declined to receive them, so state." with "State if securityholder materials 
are to be sent to (a) all beneficial owners of securities (including beneficial 
owners that have declined to receive them), (b) only those beneficial owners 
who have requested to receive all securityholder materials, or (c) only those 
beneficial owners who have requested to receive all securityholder materials 
or special meeting materials.";
(j)	in Item 9.7, adding "State whether the reporting issuer would like materials 
to be sent electronically when consent has been obtained from the beneficial 
owner of securities." after "National Instrument.";
(k)	in Item 9.8, replacing "If the securityholder materials are to be sent to all 
beneficial owners of securities, including beneficial owners that have 
declined to receive them, so state." with "State if securityholder materials 
are to be sent to (a) all beneficial owners of securities (including beneficial 
owners that have declined to receive them), (b) only those beneficial owners 
who have requested to receive all securityholder materials, or (c) only those 
beneficial owners who have requested to receive all securityholder materials 
or special meeting materials.";
(l)	adding the following Item:
9.9  State whether the reporting issuer is using notice-and-access, and any 
stratification criteria to be used. [Before completing this item, the reporting 
issuer should discuss with the intermediary what stratification criteria the 
intermediary is able to apply.]; and
(m)	replacing "National Policy 11-201 and, in Qu‚bec, Staff Notice 11-201" 
with "National Policy 11-201 Electronic Delivery of Documents" wherever 
the expression occurs. 


25.	Form 54-101F5 Electronic Format for NOBO List is replaced with the 
following:
FORM 54-101F5 
ELECTRONIC FORMAT FOR NOBO LIST
HEADER RECORD  
DESCRIPTION
TYPE
LENGTH
POSITION
COMMENTS





RECORD TYPE
A
1
1
Header record = A
FINS NUMBER
A
4
2-5
Prefix T,M,V or C
ISIN
A
12
6-17

FILLER
X
3
18-20
Blank
SECURITY DESC.
A
32
21-52
Security 
Description
RECORD DATE
N
8
53-60
Format 
YYYYMMDD
CREATION DATE
N
8
61-68
Format 
YYYYMMDD
FILLER
X
250
69-318
Blank





DETAIL RECORD 
DESCRIPTION
TYPE
LENGTH
POSITION
COMMENTS





RECORD TYPE
A
1
1
Detail Record = B
FINS NUMBER
A
4
2-5
Same as in Header 
record
ISIN
A
12
6-17

FILLER
X
3
18-20
Blank
FILLER
X
20
21-40
Blank
NAME
A
32
41-72
Holder Name
ADDRESS
A
32 x 6
73- 264
Occurs 6 times
FILLER
X
32
265- 296
Blank
POSTAL CODE
A
9
297- 305

POSTAL REGION
A
1
306
C=Canada; 
U=USA; 
F=Foreign; (other 
than USA); 
H=Hand Deliver
NOTICE AND ACCESS
A
1
307
Y=Full Package; 
N=Notice Only
FILLER
X
1
308
Blank
E-MAIL ADDRESS
A
32
309- 340

LANGUAGE CODE
A
1
341
E=English; 
F=French
NUMBER OF SHARES
N
9
342- 350
Shareholder 
Position
RECEIVE ALL 
MATERIAL
A
1
351
A - ALL Material, 
S - Material for 
SPECIAL 
Meetings only, D 
- DECLINE to 
receive Materials
AGREE TO 
ELECTRONIC 
DELIVERY BY 
INTERMEDIARY
A
1
352
Y/N





TRAILER RECORD 
DESCRIPTION
TYPE
LENGTH
POSITION
COMMENTS





RECORD TYPE
A
1
1 
Trailer record = C
FINS NUMBER
A
4
2-5
Same as in Header 
Record
ISIN
A
12
6-17

FILLER
X
3
18-20

TOTAL 
SHAREHOLDERS
N
7
21-27
Number of "B" 
type records
TOTAL SHARES
N
11
27-38
Total Shares on 
"B" type records
FILLER 
X
280
39-318
Blank
26.	Form 54-101F6 Request for Voting Instructions Made by Reporting Issuer is 
amended by replacing the paragraph that begins "Should you wish to attend the 
meeting and vote in person..." with the following:
If you want to attend the meeting and vote in person, write your name in the 
place provided for that purpose in this form.  You can also write the name of 
someone else whom you wish to attend the meeting and vote on your behalf.  
Unless prohibited by law, the person whose name is written in the space 
provided will have full authority to present matters to the meeting and vote 
on all matters that are presented at the meeting, even if those matters are not 
set out in this form or the information circular.  Consult a legal advisor if 
you wish to modify the authority of that person in any way.  If you require 
help, contact [insert name]..
27.	Form 54-101F7 Request for Voting Instructions Made by Intermediary is 
amended by replacing the paragraph that begins "Should you wish to attend the 
meeting and vote in person..." with the following:
If you want to attend the meeting and vote in person, write your name in the 
place provided for that purpose in this form.  You can also write the name of 
someone else whom you wish to attend the meeting and vote on your behalf.  
Unless prohibited by law, the person whose name is written in the space 
provided will have full authority to present matters to the meeting and vote 
on all matters that are presented at the meeting, even if those matters are not 
set out in this form or the information circular.  Consult a legal advisor if 
you wish to modify the authority of that person in any way.  If you require 
help, contact [insert name]..
28.	Form 54-101F8 Legal Proxy is repealed.
29.	Form 54-101F9 Undertaking is amended by
(a)	replacing paragraph 2 with the following: