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The Alberta Gazette
Part I
Vol. 113	Edmonton, Monday, July 31, 2017	No. 14
PROCLAMATION
[GREAT SEAL] 
CANADA 
PROVINCE OF ALBERTA	Lois Mitchell, 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
Philip Bryden Deputy Attorney General
WHEREAS section 8 of An Act to Cap Regulated Electricity Rates provides that 
sections 2(2), 3 and 6(1)(c) and (d)(iii) of that Act come into force on Proclamation; 
and
WHEREAS it is expedient to proclaim section 2(2) of An Act to Cap Regulated 
Electricity Rates 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 section 2(2) of 
An Act to Cap Regulated Electricity Rates in force on the date of issue of this 
Proclamation.
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 LOIS MITCHELL, Lieutenant Governor of 
Our Province of Alberta, this 12th day of July in the Year of Our Lord Two Thousand 
Seventeen and in the Sixty-sixth Year of Our Reign.
BY COMMAND	Kathleen Ganley, Provincial Secretary.
GOVERNMENT NOTICES
Agriculture and Forestry
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 of 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 
appropriate notation added to the certificate of title:
LINC Number
Short Legal Description as shown on title
Title Number
0021 388 699
South 1/2 7-13-13-W4M
771 141 471
0021 185 419
N.W. 6-13-13-W4M
771 148 295
0021 185 427
N.E. 6-13-13-W4M
771 148 295
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 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
0021 937 909 
4;24;23;28; NE
071 448 896
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.
Rebecca Fast, Office Administrator, 
Irrigation Secretariat.
Energy
Declaration of Withdrawal from Unit Agreement
(Petroleum and Natural Gas Tenure Regulations)
The Minister of Energy on behalf of the Crown in Right of Alberta hereby declares 
and states that the Crown in right of Alberta has withdrawn as a party to the 
agreement entitled "Pembina Cardium Unit No. 20" effective June 30, 2017.
Raksha Acharya, for Minister of Energy.
Environment and Parks
Notice of Re-Survey
Pursuant to Section 39(3) of the SURVEYS ACT RSA 2000, c. s-26, I, Ravi 
Shrivastava, the Director of Surveys, hereby give notice that a re-survey will be 
completed in the following localities within the Regional Municipality of Wood 
Buffalo: Abasand, Beacon Hill, Draper, Saprae Creek Estates, Stone Creek, 
Waterways, and Wood Buffalo.
Any person having knowledge or information regarding the position of one or more 
survey monuments within any of these localities affected by the 2016 wildfire is 
asked to notify the Minister of Environment and Parks by registered mail before 
August 18, 2017 at the address below.
Minister of Environment and Parks 
c/o Office of the Director of Surveys 
15th Floor, Oxbridge Place 
9820 - 106 Street N.W. 
Edmonton, Alberta, T5K 2J6 
Telephone: (780) 422-0051 
Fax: (780) 427-1493
Attn:  Ed Titanich
 
Infrastructure
Sale or Disposition of Land
(Government Organization Act)
Name of Purchaser:  Melcor Developments Ltd. 
Consideration:  Land Exchange on following lands and $2,719,500.00 
Land Description:  Plan 5565AH, Block 53, Lot 3.  Containing 1.97 Hectares (4.87 
Acres) More or Less.  Excepting thereout (as to surface only):
Plan
Number
Hectares
Acres
More or Less
Road
272IX
0.635
1.57

Road
3996JK
0.210
0.52

Area 'E'
0313106
0.332
0.82

Area 'O'
0313106
0.020
0.05

Area 'A
1010994
0.300
0.74


Plan 161 1491, Area A (NW 1/4 31-24-2-5), Area 5.84 Hectares (14.42 Acres) More or 
Less.  Exepting thereout all Mines and Minerals
Justice and Solicitor General
Hosting Expenses Exceeding $600.00 
For the period ending June 30, 2017
Purpose: 2017 Alberta Justice and Solicitor General Community Justice Awards, 26th 
Annual Event 
Place: Edmonton, AB 
Amount: $2,778.40 
Date of Function: June 2, 2017
Safety Codes Council
Corporate Accreditation
(Safety Codes Act)
Pursuant to Section 28 of the Safety Codes Act it is hereby ordered that
CSV Midstream Solutions, Accreditation No. C000908, Order No. 3038
 
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act including applicable Alberta amendments and 
regulations within the Corporation's industrial facilities for the discipline of 
Electrical
Consisting of all parts of the Canadian Electrical Code Part 1 and Code for Electrical 
Installations at Oil & Gas Facilities.
Accredited Date: July 5, 2017	Issued Date: July 5, 2017.
_______________
Pursuant to Section 28 of the Safety Codes Act it is hereby ordered that
Sequoia Resources Corporation, Accreditation No. C000907, Order No. 3037
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act including applicable Alberta amendments and 
regulations within the Corporation's industrial facilities for the discipline of 
Electrical
Consisting of all parts of the Canadian Electrical Code Part 1 and Code for Electrical 
Installations at Oil & Gas Facilities.
Accredited Date: July 5, 2017	Issued Date: July 5, 2017.
Municipal Accreditation
(Safety Codes Act)
Pursuant to Section 26 of the Safety Codes Act it is hereby ordered that
City of Chestermere, Accreditation No. M000318, Order No. 0435
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act including applicable Alberta amendments and 
regulations within the Municipality's boundaries for the discipline of Building
Consisting of all parts of the Alberta Building Code and National Energy Code of 
Canada for Buildings.
Accredited Date: December 11, 1995	Issued Date: July 6, 2017.
_______________
Pursuant to Section 26 of the Safety Codes Act it is hereby ordered that
Lethbridge County, Accreditation No. M000442, Order No. 3043
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act including applicable Alberta amendments and 
regulations within the Municipality's boundaries for the discipline of Building
Consisting of all parts of the Alberta Building Code and National Energy Code of 
Canada for Buildings.
Accredited Date: July 17, 2017	Issued Date: July 17, 2017.
_______________
Pursuant to Section 26 of the Safety Codes Act it is hereby ordered that
Summer Village of Yellowstone, Accreditation No. M000316, Order No. 3044
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act including applicable Alberta amendments and 
regulations within the Municipality's boundaries for the discipline of Building
Consisting of all parts of the Alberta Building Code and National Energy Code of 
Canada for Buildings.
Accredited Date: July 5, 2017	Issued Date: July 5, 2017.
_______________
Pursuant to Section 26 of the Safety Codes Act it is hereby ordered that
City of Chestermere, Accreditation No. M000318, Order No. 0920
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act including applicable Alberta amendments and 
regulations within the Municipality's boundaries for the discipline of Electrical
Consisting of all parts of the Canadian Electrical Code Part 1and Code for Electrical 
Installations at Oil and Gas Facilities.
Accredited Date: November 18, 1996	Issued Date: July 6, 2017.
______________
Pursuant to Section 26 of the Safety Codes Act it is hereby ordered that
Lethbridge County, Accreditation No. M000442, Order No. 3042
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act including applicable Alberta amendments and 
regulations within the Municipality's boundaries for the discipline of Electrical
Consisting of all parts of the Canadian Electrical Code Part 1and Code for Electrical 
Installations at Oil and Gas Facilities.
Accredited Date: July 17, 2017	Issued Date: July 17, 2017.
______________
Pursuant to Section 26 of the Safety Codes Act it is hereby ordered that
Summer Village of Yellowstone, Accreditation No. M000316, Order No. 3045
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act including applicable Alberta amendments and 
regulations within the Municipality's boundaries for the discipline of Electrical
Consisting of all parts of the Canadian Electrical Code Part 1and Code for Electrical 
Installations at Oil and Gas Facilities.
Accredited Date: July 5, 2017	Issued Date: July 5, 2017.
______________
Pursuant to Section 26 of the Safety Codes Act it is hereby ordered that
City of Chestermere, Accreditation No. M000318, Order No. 0921
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act including applicable Alberta amendments and 
regulations within the Municipality's boundaries for the discipline of Gas
Consisting of all parts of the Natural Gas and Propane Installations Code and Propane 
Storage and Handling Code, and Compressed Natural Gas Fuelling Stations 
Installation Code, excluding the Installation Code for Propane Fuel Systems and 
Tanks on Highway Vehicles and the Natural Gas for Vehicles Installation Code - Part 
1 Compressed Natural Gas.
Accredited Date: November 18, 1996	Issued Date: July 6, 2017.
_______________
Pursuant to Section 26 of the Safety Codes Act it is hereby ordered that
Lethbridge County, Accreditation No. M000442, Order No. 3040
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act including applicable Alberta amendments and 
regulations within the Municipality's boundaries for the discipline of Gas
Consisting of all parts of the Natural Gas and Propane Installations Code and Propane 
Storage and Handling Code and Compressed Natural Gas Fuelling Stations 
Installation Code, excluding the Installation Code for Propane Fuel Systems and 
Tanks on Highway Vehicles and the Natural Gas for Vehicles Installation Code - Part 
1 Compressed Natural Gas.
Accredited Date: July 17, 2017	Issued Date: July 17, 2017.
_______________
Pursuant to Section 26 of the Safety Codes Act it is hereby ordered that
Summer Village of Yellowstone, Accreditation No. M000316, Order No. 3047
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act including applicable Alberta amendments and 
regulations within the Municipality's boundaries for the discipline of Gas
Consisting of all parts of the Natural Gas and Propane Installations Code and Propane 
Storage and Handling Code, and Compressed Natural Gas Fuelling Stations 
Installation Code, excluding the Installation Code for Propane Fuel Systems and 
Tanks on Highway Vehicles and the Natural Gas for Vehicles Installation Code - Part 
1 Compressed Natural Gas.
Accredited Date: July 5, 2017	Issued Date: July 5, 2017.
_______________
Pursuant to Section 26 of the Safety Codes Act it is hereby ordered that
City of Chestermere, Accreditation No. M000318, Order No. 0922
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act including applicable Alberta amendments and 
regulations within the Municipality's boundaries for the discipline of Plumbing
Consisting of all parts of the National Plumbing Code of Canada and Private Sewage 
Disposal System Standard of Practice.
Accredited Date: November 18, 1996	Issued Date: July 6, 2017. 
_______________
Pursuant to Section 26 of the Safety Codes Act it is hereby ordered that
Lethbridge County, Accreditation No. M000442, Order No. 3041
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act including applicable Alberta amendments and 
regulations within the Municipality's boundaries for the discipline of Plumbing
Consisting of all parts of the National Plumbing Code of Canada and Private Sewage 
Disposal System Standard of Practice.
Accredited Date: July 17, 2017	Issued Date: July 17, 2017.
_______________
Pursuant to Section 26 of the Safety Codes Act it is hereby ordered that
Summer Village of Yellowstone, Accreditation No. M000316, Order No. 3046
Having satisfied the terms and conditions of the Safety Codes Council is authorized to 
administer the Safety Codes Act including applicable Alberta amendments and 
regulations within the Municipality's boundaries for the discipline of Plumbing
Consisting of all parts of the National Plumbing Code of Canada and Private Sewage 
Disposal System Standard of Practice.
Accredited Date: July 5, 2017	Issued Date: July 5, 2017. 
 
Alberta Securities Commission
MULTILATERAL INSTRUMENT 61-101 
PROTECTION OF MINORITY SECURITY HOLDERS IN SPECIAL 
TRANSACTIONS
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 12, 2017 pursuant to 
sections 223 and 224 of the Securities Act.
MULTILATERAL INSTRUMENT 61-101 
PROTECTION OF MINORITY SECURITY HOLDERS IN SPECIAL 
TRANSACTIONS
PART 1	DEFINITIONS AND INTERPRETATION
1.1	Definitions - In this Instrument
"affected security" means
(a)	for a business combination of an issuer, an equity security of the 
issuer in which the interest of a security holder would be 
terminated as a consequence of the transaction, and 
(b)	for a related party transaction of an issuer, an equity security of 
the issuer;
"affiliated entity": a person is considered to be an affiliated entity of another 
person if one is the subsidiary entity of the other or if both are subsidiary 
entities of the same person;
"arm's length" has the meaning ascribed to that term in section 251 of the 
Income Tax Act (Canada), or any successor to that legislation, and, in addition 
to that meaning, a person is deemed not to deal at arm's length with a related 
party of that person; 
"associated entity", 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
(ii)	a relative of the person's spouse 
if the relative has the same home as that person;
"beneficially owns" includes direct or indirect beneficial ownership of a 
security holder;
"bid" means a take-over bid or an issuer bid to which Part 2 of National 
Instrument 62-104 Take-Over Bids and Issuer Bids applies;
"bona fide lender" means a person that 
(a)	is an issuer insider of an issuer solely through the holding of, or 
the exercise of control or direction over, securities used as 
collateral for a debt under a written agreement entered into by the 
person as a lender, assignee, transferee or participant,
(b)	is not yet legally entitled to dispose of the securities for the 
purpose of applying proceeds of realization in repayment of the 
secured debt, and
(c)	was not a related party of the issuer at the time the agreement 
referred to in paragraph (a) was entered into;
"business combination" means, for an issuer, an amalgamation, arrangement, 
consolidation, amendment to the terms of a class of equity securities or any 
other transaction of the issuer, as a consequence of which the interest of a 
holder of an equity security of the issuer may be terminated without the 
holder's consent, regardless of whether the equity security is replaced with 
another security, but does not include
(a)	an acquisition of an equity security of the issuer under a statutory 
right of compulsory acquisition or, if the issuer is not a 
corporation, under provisions substantially equivalent to those 
comprising section 206 of the CBCA,
(b)	a consolidation of securities that does not have the effect of 
terminating the interests of holders of equity securities of the 
issuer in those securities without their consent, through the 
elimination of post-consolidated fractional interests or otherwise, 
except to an extent that is nominal in the circumstances,
(c)	a termination of a holder's interest in a security, under the terms 
attached to the security, for the purpose of enforcing an ownership 
or voting constraint that is necessary to enable the issuer to 
comply with legislation, lawfully engage in a particular activity or 
have a specified level of Canadian ownership,
(d)	a downstream transaction for the issuer, or
(e)	a transaction in which no person that is a related party of the 
issuer at the time the transaction is agreed to 
(i)	would, as a consequence of the transaction, directly or 
indirectly acquire the issuer or the business of the issuer, or 
combine with the issuer, through an amalgamation, 
arrangement or otherwise, whether alone or with joint 
actors,
(ii)	is a party to any connected transaction to the transaction, or
(iii)	 is entitled to receive, directly or indirectly, as a 
consequence of the transaction
(A)	consideration per equity security that is not identical 
in amount and form to the entitlement of the general 
body of holders in Canada of securities of the same 
class,
(B)	a collateral benefit, or
(C)	consideration for securities of a class of equity 
securities of the issuer if the issuer has more than 
one outstanding class of equity securities, unless that 
consideration is not greater than the entitlement of 
the general body of holders in Canada of every other 
class of equity securities of the issuer in relation to 
the voting and financial participating interests in the 
issuer represented by the respective securities;
"CBCA" means the Canada Business Corporations Act, R.S.C. 1985, c. C-44;
"class" includes a series of a class;
"collateral benefit", for a transaction of an issuer or for a bid for securities of 
an issuer, means any benefit that a related party of the issuer is entitled to 
receive, directly or indirectly, as a consequence of the transaction or bid, 
including, without limitation, an increase in salary, a lump sum payment, a 
payment for surrendering securities, or other enhancement in benefits related to 
past or future services as an employee, director or consultant of the issuer or of 
another person, regardless of the existence of any offsetting costs to the related 
party or whether the benefit is provided, or agreed to, by the issuer, another 
party to the transaction or the offeror in the bid, but does not include
(a)	a payment or distribution per equity security that is identical in 
amount and form to the entitlement of the general body of holders 
in Canada of securities of the same class,
(b)	an enhancement of employee benefits resulting from participation 
by the related party in a group plan, other than an incentive plan, 
for employees of a successor to the business of the issuer, if the 
benefits provided by the group plan are generally provided to 
employees of the successor to the business of the issuer who hold 
positions of a similar nature to the position held by the related 
party, or
(c)	a benefit, not described in paragraph (b), that is received solely in 
connection with the related party's services as an employee, 
director or consultant of the issuer, of an affiliated entity of the 
issuer or of a successor to the business of the issuer, if 
(i)	the benefit is not conferred for the purpose, in whole or in 
part, of increasing the value of the consideration paid to the 
related party for securities relinquished under the 
transaction or bid,
(ii)	the conferring of the benefit is not, by its terms, conditional 
on the related party supporting the transaction or bid in any 
manner,
(iii)	full particulars of the benefit are disclosed in the disclosure 
document for the transaction, or in the directors' circular in 
the case of a take-over bid, and
(iv)	(A)	at the time the transaction is agreed to or the bid
is publicly announced, the related party and its 
associated entities beneficially own or exercise 
control or direction over less than one per cent of the 
outstanding securities of each class of equity 
securities of the issuer, or
(B)	if the transaction is a business combination for the 
issuer or a bid for securities of the issuer,
(I)	the related party discloses to an independent 
committee of the issuer the amount of 
consideration that the related party expects it 
will be beneficially entitled to receive, under 
the terms of the transaction or bid, in 
exchange for the equity securities beneficially 
owned by the related party, 
(II)	the independent committee, acting in good 
faith, determines that the value of the benefit, 
net of any offsetting costs to the related party, 
is less than five per cent of the value referred 
to in subclause (I), and
(III)	the independent committee's determination is 
disclosed in the disclosure document for the 
transaction, or in the directors' circular in the 
case of a take-over bid;
"connected transactions" means two or more transactions that have at least one 
party in common, directly or indirectly, other than transactions related solely to 
services as an employee, director or consultant, and
(a)	are negotiated or completed at approximately the same time, or
(b)	the completion of at least one of the transactions is conditional on 
the completion of each of the other transactions;
"consultant" means, for an issuer, a person, other than an employee or senior 
officer of the issuer or of an affiliated entity of the issuer, that
(a)	is engaged to provide services to the issuer or an affiliated entity 
of the issuer, other than services provided in relation to a 
distribution,
(b)	provides the services under a written contract with the issuer or an 
affiliated entity of the issuer, and
(c)	spends or will spend a significant amount of time and attention on 
the affairs and business of the issuer or an affiliated entity of the 
issuer
and includes, for an individual consultant a corporation of which the individual 
consultant is an employee or shareholder, and a partnership of which the 
individual consultant is an employee or partner;
"convertible" means convertible into, exchangeable for, or carrying the right or 
obligation to purchase or otherwise acquire or cause the purchase or acquisition 
of, another security;
"director", for an issuer that is a limited partnership, includes a director of the 
general partner of the issuer, except for the purposes of the interpretation of 
"control";
"disclosure document" means
(a)	for a take-over bid including an insider bid, a take-over bid 
circular sent to holders of offeree securities,
(b)	for an issuer bid, an issuer bid circular sent to holders of offeree 
securities, and
(c)	for a business combination or a related party transaction,
(i)	an information circular sent to holders of affected 
securities,
(ii)	if no information circular is required, another document 
sent to holders of affected securities in connection with a 
meeting of holders of affected securities, or
(iii)	if no information circular or other document referred to in 
subparagraph (ii) is required, a material change report filed 
for the transaction;
"downstream transaction" means, for an issuer, a transaction between the issuer 
and a related party of the issuer if, at the time the transaction is agreed to
(a)	the issuer is a control person of the related party, and
(b)	to the knowledge of the issuer after reasonable inquiry, no related 
party of the issuer, other than a wholly-owned subsidiary entity of 
the issuer, beneficially owns or exercises control or direction 
over, other than through its interest in the issuer, more than five 
per cent of any class of voting or equity securities of the related 
party that is a party to the transaction;
"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;
"fair market value" means, except as provided in paragraph 6.4(2)(d), the 
monetary consideration that, in an open and unrestricted market, a prudent and 
informed buyer would pay to a prudent and informed seller, each acting at 
arm's length with the other and under no compulsion to act;
"formal valuation" means a valuation prepared in accordance with Part 6;
"freely tradeable" means, for securities, that
(a)	the securities are transferable,
(b)	the securities are not subject to any escrow requirements,
(c)	the securities do not form part of the holdings of any control 
person,
(d)	the securities are not subject to any cease trade order imposed by 
a securities regulatory authority,
(e)	all hold periods imposed by securities legislation before the 
securities can be traded without a prospectus or in reliance on a 
prospectus exemption have expired, and
(f)	any period of time imposed by securities legislation for which the 
issuer has to have been a reporting issuer in a jurisdiction before 
the securities can be traded without a prospectus or in reliance on 
a prospectus exemption has passed;
"incentive plan" means a group plan that provides for stock options or other 
equity incentives, profit sharing, bonuses, or other performance-based 
payments;
"independent committee" means, for an issuer, a committee consisting 
exclusively of one or more independent directors of the issuer;
"independent director" means, for an issuer in respect of a transaction or bid, a 
director who is independent as determined in section 7.1; 
"independent valuator" means, for a transaction or bid, a valuator that is 
independent of all interested parties in the transaction, as determined in section 
6.1;
"insider bid" means a take-over bid made by
(a)	an issuer insider of the offeree issuer,
(b)	an associated or affiliated entity of an issuer insider of the offeree 
issuer,
(c)	an associated or affiliated entity of the offeree issuer, 
(d)	a person described in paragraph (a), (b) or (c) at any time within 
12 months preceding the commencement of the bid, or
(e)	a joint actor with a person referred to in paragraph (a), (b), (c) or 
(d);
"interested party" means
(a)	for a take-over bid including an insider bid, the offeror or a joint 
actor with the offeror,
(b)	for an issuer bid
(i)	the issuer, and 
(ii)	any control person of the issuer, or any person that would 
reasonably be expected to be a control person of the issuer 
upon successful completion of the issuer bid,
(c)	for a business combination, a related party of the issuer at the time 
the transaction is agreed to, if the related party 
(i)	would, as a consequence of the transaction, directly or 
indirectly acquire the issuer or the business of the issuer, or 
combine with the issuer, through an amalgamation, 
arrangement or otherwise, whether alone or with joint 
actors,
(ii)	is a party to any connected transaction to the business 
combination, or 
(iii)	is entitled to receive, directly or indirectly, as a 
consequence of the transaction
(A)	consideration per affected security that is not 
identical in amount and form to the entitlement of 
the general body of holders in Canada of securities 
of the same class,
(B)	a collateral benefit, or
(C)	consideration for securities of a class of equity 
securities of the issuer if the issuer has more than 
one outstanding class of equity securities, unless that 
consideration is not greater than the entitlement of 
the general body of holders in Canada of every other 
class of equity securities of the issuer in relation to 
the voting and financial participating interests in the 
issuer represented by the respective securities, and
(d)	for a related party transaction, a related party of the issuer at the 
time the transaction is agreed to, if the related party
(i)	is a party to the transaction, unless it is a party only in its 
capacity as a holder of affected securities and is treated 
identically to the general body of holders in Canada of 
securities of the same class on a per security basis, or
(ii)	is entitled to receive, directly or indirectly, as a 
consequence of the transaction
(A)	a collateral benefit, or
(B)	a payment or distribution made to one or more 
holders of a class of equity securities of the issuer if 
the issuer has more than one outstanding class of 
equity securities, unless the amount of that payment 
or distribution is not greater than the entitlement of 
the general body of holders in Canada of every other 
class of equity securities of the issuer in relation to 
the voting and financial participating interests in the 
issuer represented by the respective securities;
"issuer bid" has the meaning ascribed to that term in section 1.1 of National 
Instrument 62-104 Take-Over Bids and Issuer Bids;
"issuer insider" means, for an issuer
(a)	a director or senior officer of the issuer,
(b)	a director or senior officer of a person that is itself an issuer 
insider or subsidiary entity of the issuer, or
(c)	a person that has 
(i)	beneficial ownership of, or control or direction over, 
directly or indirectly, or
(ii)	a combination of beneficial ownership of, and control or 
direction over, directly or indirectly,
securities of the issuer carrying more than 10% of the voting 
rights attached to all the issuer's outstanding voting securities; 
"joint actors", when used to describe the relationship among two or more 
persons, means persons "acting jointly or in concert" as determined in 
accordance with section 1.9 of National Instrument 62-104 Take-Over Bids and 
Issuer Bids, with necessary modifications where the term is used in the context 
of a transaction that is not a take-over bid or issuer bid, but a security holder is 
not considered to be a joint actor with an offeror making a bid, or with a person 
involved in a business combination or related party transaction, solely because 
there is an agreement, commitment or understanding that the security holder 
will tender to the bid or vote in favour of the transaction;
"liquid market" means a market that meets the criteria specified in section 1.2;
"market capitalization" of an issuer means, for a transaction, the aggregate 
market price of all outstanding securities of all classes of equity securities of 
the issuer, the market price of the outstanding securities of a class being
(a)	in the case of equity securities of a class for which there is a 
published market, the product of
(i)	the number of securities of the class outstanding as of the 
close of business on the last business day of the calendar 
month preceding the calendar month in which the 
transaction is agreed to or, if no securities of the class were 
outstanding on that day, on the first business day after that 
day that securities of the class became outstanding, so long 
as that day precedes the date the transaction is agreed to, 
and
(ii)	the market price of the securities at the time referred to in 
subparagraph (i), on the published market on which the 
class of securities is principally traded, as determined in 
accordance with subsections 1.11 (1), (2) and (3) of 
National Instrument 62-104 Take-Over Bids and Issuer 
Bids, 
(b)	in the case of equity securities of a class for which there is no 
published market but that are currently convertible into a class of 
equity securities for which there is a published market, the 
product of
 
(i)	the number of equity securities into which the convertible 
securities were convertible as of the close of business on 
the last business day of the calendar month preceding the 
calendar month in which the transaction is agreed to or, if 
no convertible securities were outstanding or convertible 
on that day, on the first business day after that day that the 
convertible securities became outstanding or convertible, 
so long as that day precedes the date the transaction is 
agreed to, and
(ii)	the market price of the securities into which the convertible 
securities were convertible, at the time referred to in 
subparagraph (i), on the published market on which the 
class of securities is principally traded, as determined in 
accordance with subsections 1.11 (1), (2) and (3) of 
National Instrument 62-104 Take-Over Bids and Issuer 
Bids, and
(c)	in the case of equity securities of a class not referred to in 
paragraph (a) or (b), the amount determined by the issuer's board 
of directors in good faith to represent the fair market value of the 
outstanding securities of that class;
"minority approval" means, for a business combination or related party 
transaction of an issuer, approval of the proposed transaction by a majority of 
the votes as specified in Part 8, cast by holders of each class of affected 
securities at a meeting of security holders of that class called to consider the 
transaction;
"offeree issuer" has the meaning ascribed to that term in section 1.1 of National 
Instrument 62-104 Take-Over Bids and Issuer Bids;
"offeree security" means a security that is subject to a take-over bid or issuer 
bid;
"offeror" has the meaning ascribed to that term in section 1.1 of National 
Instrument 62-104 Take-Over Bids and Issuer Bids;
"person" in Alberta, Manitoba and Ontario, 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;
"prior valuation" means a valuation or appraisal of an issuer or its securities or 
material assets, whether or not prepared by an independent valuator, that, if 
disclosed, would reasonably be expected to affect the decision of a security 
holder to vote for or against a transaction, or to retain or dispose of affected 
securities or offeree securities, other than
(a)	a report of a valuation or appraisal prepared by a person other 
than the issuer, if
(i)	the report was not solicited by the issuer,  and
(ii)	the person preparing the report did so without knowledge 
of any material information concerning the issuer, its 
securities or any of its material assets, that had not been 
generally disclosed at the time the report was prepared,
(b)	an internal valuation or appraisal prepared for the issuer in the 
ordinary course of business that has not been made available to, 
and has been prepared without the participation of
(i)	the board of directors of the issuer, or
(ii)	any director or senior officer of an interested party, except 
a senior officer of the issuer in the case of an issuer bid, 
(c)	a report of a market analyst or financial analyst that
(i)	has been prepared by or for and at the expense of a person 
other than the issuer, an interested party, or an associated or 
affiliated entity of the issuer or an interested party, and
(ii)	is either generally available to clients of the analyst or of 
the analyst's employer or of an associated or affiliated 
entity of the analyst's employer or, if not, is not based, so 
far as the person required to disclose a prior valuation is 
aware, on any material information concerning the issuer, 
its securities or any of its material assets, that had not been 
generally disclosed at the time the report was prepared,
(d)	a valuation or appraisal prepared by a person or a person retained 
by that person, for the purpose of assisting the person in 
determining the price at which to propose a transaction that 
resulted in the person becoming an issuer insider, if the valuation 
or appraisal is not made available to any of the independent 
directors of the issuer, or
(e)	a valuation or appraisal prepared by an interested party or a 
person retained by the interested party, for the purpose of 
assisting the interested party in determining the price at which to 
propose a transaction that, if pursued, would be an insider bid, 
business combination or related party transaction, if the valuation 
or appraisal is not made available to any of the independent 
directors of the issuer;
"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;
"related party" of an entity means a person, other than a person that is solely a 
bona fide lender, that, at the relevant time and after reasonable inquiry, is 
known by the entity or a director or senior officer of the entity to be 
(a)	a control person of the entity,
(b)	a person of which a person referred to in paragraph (a) is a control 
person,
(c)	a person of which the entity is a control person,
(d)	a person that has  
(i)	beneficial ownership of, or control or direction over, 
directly or indirectly, or
(ii)	a combination of beneficial ownership of, and control or 
direction over, directly or indirectly,
securities of the entity carrying more than 10% of the voting 
rights attached to all the entity's outstanding voting securities,
(e)	a director or senior officer of 
(i)	the entity, or
(ii)	a person described in any other paragraph of this definition,
(f)	a person that manages or directs, to any substantial degree, the 
affairs or operations of the entity under an agreement, 
arrangement or understanding between the person and the entity, 
including the general partner of an entity that is a limited 
partnership, but excluding a person acting under bankruptcy or 
insolvency law,
(g)	a person of which persons described in any paragraph of this 
definition beneficially own, in the aggregate, more than 50 per 
cent of the securities of any outstanding class of equity securities, 
or
(h)	an affiliated entity of any person described in any other paragraph 
of this definition;
"related party transaction" means, for an issuer, a transaction between the 
issuer and a person that is a related party of the issuer at the time the 
transaction is agreed to, whether or not there are also other parties to the 
transaction, as a consequence of which, either through the transaction itself or 
together with connected transactions, the issuer directly or indirectly
(a)	purchases or acquires an asset from the related party for valuable 
consideration,
(b)	purchases or acquires, as a joint actor with the related party, an 
asset from a third party if the proportion of the asset acquired by 
the issuer is less than the proportion of the consideration paid by 
the issuer,
(c)	sells, transfers or disposes of an asset to the related party,
(d)	sells, transfers or disposes of, as a joint actor with the related 
party, an asset to a third party if the proportion of the 
consideration received by the issuer is less than the proportion of 
the asset sold, transferred or disposed of by the issuer,
(e)	leases property to or from the related party,
(f)	acquires the related party, or combines with the related party, 
through an amalgamation, arrangement or otherwise, whether 
alone or with joint actors,
(g)	issues a security to the related party or subscribes for a security of 
the related party, 
(h)	amends the terms of a security of the issuer if the security is 
beneficially owned, or is one over which control or direction is 
exercised, by the related party, or agrees to the amendment of the 
terms of a security of the related party if the security is 
beneficially owned by the issuer or is one over which the issuer 
exercises control or direction,
(i)	assumes or otherwise becomes subject to a liability of the related 
party,
(j)	borrows money from or lends money to the related party, or 
enters into a credit facility with the related party,
(k)	releases, cancels or forgives a debt or liability owed by the related 
party,
(l)	materially amends the terms of an outstanding debt or liability 
owed by or to the related party, or the terms of an outstanding 
credit facility with the related party, or
(m)	provides a guarantee or collateral security for a debt or liability of 
the related party, or materially amends the terms of the guarantee 
or security;
"senior officer" means the chair or a vice-chair of the board of directors, a 
president, a vice-president, the secretary, the treasurer or the general manager 
of an issuer or any other individual who performs functions for an issuer 
similar to those normally performed by an individual occupying any such 
office, and for an issuer that is a limited partnership, includes a senior officer of 
the general partner of the issuer;
"subsidiary entity" means a person that is controlled directly or indirectly by 
another person and includes a subsidiary of that subsidiary;
"take-over bid" has the meaning ascribed to that term in section 1.1 of National 
Instrument 62-104 Take-Over Bids and Issuer Bids; and
"wholly-owned subsidiary entity":  a person is considered to be a wholly-
owned subsidiary entity of an issuer if the issuer owns, directly or indirectly, 
all the voting and equity securities and securities convertible into voting and 
equity securities of the person.
1.2	Liquid Market 
(1)	For the purposes of this Instrument, a liquid market in a class of 
securities of an issuer in respect of a transaction exists at a particular 
time only if
(a)	there is a published market for the class of securities,
(i)	during the period of 12 months before the date the 
transaction is agreed to in the case of a business 
combination, or 12 months before the date the transaction 
is publicly announced in the case of an insider bid or issuer 
bid
(A)	the number of outstanding securities of the class was 
at all times at least 5,000,000, excluding securities 
beneficially owned, or over which control or 
direction was exercised, by related parties and 
securities that were not freely tradeable,
(B)	the aggregate trading volume of the class of 
securities on the published market on which the class 
was principally traded was at least 1,000,000 
securities,
(C)	there were at least 1,000 trades in securities of the 
class on the published market on which the class was 
principally traded, and
(D)	the aggregate value of the trades in securities of the 
class on the published market on which the class was 
principally traded was at least $15,000,000, and
(ii)	the market value of the class of securities on the published 
market on which the class was principally traded, as 
determined in accordance with subsection (2), was at least 
$75,000,000 for the calendar month preceding the calendar 
month
(A)	in which the transaction is agreed to, in the case of a 
business combination, or
(B)	in which the transaction is publicly announced, in 
the case of an insider bid or issuer bid, or
(b)	if the test set out in paragraph (a) is not met and there is a 
published market for the class of securities,
(i)	a person that is qualified and independent of all interested 
parties to the transaction, as determined on the same basis 
applicable to a valuator preparing a formal valuation under 
section 6.1, provides an opinion to the issuer that there is a 
liquid market in the class at the date the transaction is 
agreed to in the case of a business combination, or at the 
date the transaction is publicly announced in the case of an 
insider bid or issuer bid,
(ii)	the opinion is included in the disclosure document for the 
transaction, and
(iii)	the disclosure document for the transaction includes the 
same disclosure regarding the person providing the opinion 
as is required for a valuator under section 6.2. 
(2)	For the purpose of determining whether an issuer satisfies the market 
value requirement of subparagraph (1)(a)(ii), the market value of a class 
of securities for a calendar month is calculated by multiplying
(a)	the number of securities of the class outstanding as of the close of 
business on the last business day of the calendar month, excluding 
securities beneficially owned, or over which control or direction 
was exercised, by related parties of the issuer and securities that 
were not freely tradeable, by
(b)	the arithmetic average of the closing prices of the securities of 
that class on the published market on which that class was 
principally traded for each of the trading days during the calendar 
month, if the published market provides a closing price for the 
securities, or
(c)	the arithmetic average of the simple averages of the highest and 
lowest prices of the securities of that class on the published 
market on which that class was principally traded for each of the 
trading days for which the securities traded during the calendar 
month, if the published market does not provide a closing price, 
but provides only the highest and lowest prices of securities 
traded on a particular day.
1.3	Transactions by Wholly-Owned Subsidiary Entity - For the purposes of this 
Instrument, a transaction of a wholly-owned subsidiary entity of an issuer is 
deemed to be also a transaction of the issuer, and, for greater certainty, a bid 
made by a wholly-owned subsidiary entity of an issuer for securities of the 
issuer is deemed to be also an issuer bid made by the issuer.
1.4	Transactions by Underlying Operating Entity of Income Trust - For the 
purposes of this Instrument, a transaction of an underlying operating entity of 
an income trust within the meaning of National Policy 41-201 Income Trusts 
and Other Indirect Offerings is deemed to be a transaction of the income trust, 
and a related party of the underlying operating entity is deemed to be a related 
party of the income trust.
1.5	Redeemable Securities as Consideration in Business Combination - For the 
purposes of this Instrument, if all or part of the consideration that holders of 
affected securities receive in a business combination consists of securities that 
are redeemed for cash within seven days of their issuance, the cash proceeds of 
the redemption, rather than the redeemed securities, are deemed to be 
consideration that the holders of the affected securities receive in the business 
combination.
1.6	Beneficial Ownership 
(1)	Despite any other provision in securities legislation, for the purposes of 
this Instrument,
(a)	a person is deemed to own beneficially securities beneficially 
owned by a person it controls or by an affiliated entity of the 
controlled person if the affiliated entity is a subsidiary entity of 
the controlled person, 
(b)	a person is deemed to own beneficially securities beneficially 
owned by its affiliated entity if the affiliated entity is a subsidiary 
entity of the person,
(2)	For the purposes of the definitions of collateral benefit, control person, 
downstream transaction and related party, in determining beneficial 
ownership, the provisions of section 1.8 of National Instrument 62-104 
Take-Over Bids and Issuer Bids apply.
 
(3)	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.
1.7	Control - For the purposes of the definition of "subsidiary entity", a person 
controls a second person if
(a)	the 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 person to elect a 
majority of the directors of the second person, unless the person 
beneficially owns or exercises control or direction over voting 
securities only to secure an obligation,
(b)	the second person is a partnership, the person beneficially owns or 
exercises control or direction over more than 50 per cent of the 
interests in the partnership, or
(c)	the second person is a limited partnership, the person is the 
general partner of the limited partnership or the control person of 
the general partner. 
1.8	Entity - For the purposes of the definition of "related party", an entity has the 
meaning ascribed to the term "person" in section 1.1, other than an individual.
PART 2	INSIDER BIDS
2.1	Application
(1)	This Part applies to a bid that is an insider bid.
(2)	This Part does not apply to an insider bid in respect of which the offeror 
complies with National Instrument 71-101 The Multijurisdictional 
Disclosure System, unless persons whose last address as shown on the 
books of the offeree issuer is in Canada, as determined in accordance 
with subsections 12.1(2) to (4) of that instrument, hold 20 per cent or 
more of the class of securities that is the subject of the bid.
2.2	Disclosure
(1)	The offeror shall disclose in the disclosure document for an insider bid
(a)	the background to the insider bid, 
(b)	in accordance with section 6.8, every prior valuation in respect of 
the offeree issuer that has been made in the 24 months before the 
date of the insider bid, and the existence of which is known, after 
reasonable inquiry, to the offeror or any director or  senior officer 
of the offeror, 
(c)	the formal valuation exemption, if any, on which the offeror is 
relying under section 2.4 and the facts supporting that reliance, 
and
(d)	the disclosure required by Form 62-104F2 Issuer Bid Circular of 
National Instrument 62-104 Take-Over Bids and Issuer Bids, to 
the extent applicable and with necessary modifications.
(2)	The board of directors of the offeree issuer shall include in the directors' 
circular for an insider bid
(a)	disclosure, in accordance with section 6.8, of every prior 
valuation in respect of the offeree issuer not disclosed in the 
disclosure document for the insider bid
(i)	that has been made in the 24 months before the date of the 
insider bid, and
(ii)	the existence of which is known, after reasonable inquiry, 
to the offeree issuer or to any director or senior officer of 
the offeree issuer,
(b)	a description of the background to the insider bid to the extent the 
background has not been disclosed in the disclosure document for 
the insider bid,
(c)	disclosure of any bona fide prior offer that relates to the offeree 
securities or is otherwise relevant to the insider bid, which offer 
was received by the issuer during the 24 months before the insider 
bid was publicly announced, and a description of the offer and the 
background to the offer, and
(d)	a discussion of the review and approval process adopted by the 
board of directors and the special committee, if any, of the offeree 
issuer for the insider bid, including a discussion of any materially 
contrary view or abstention by a director and any material 
disagreement between the board and the special committee.
2.3	Formal Valuation
(1)	The offeror in an insider bid shall
(a)	obtain, at its own expense, a formal valuation,
(b)	provide the disclosure required by section 6.2,
(c)	include, in accordance with section 6.5, a summary of the formal 
valuation in the disclosure document for the insider bid, unless the 
formal valuation is included in its entirety in the disclosure 
document, and
(d)	comply with the other provisions of Part 6 applicable to it relating 
to formal valuations.
(2)	An independent committee of the offeree issuer shall, and the offeror 
shall enable the independent committee to
(a)	determine who the valuator will be, 
(b)	supervise the preparation of the formal valuation, and
(c)	use its best efforts to ensure that the formal valuation is completed 
and provided to the offeror in a timely manner.
2.4	Exemptions from Formal Valuation Requirement
(1)	Section 2.3 does not apply to an offeror in connection with an insider bid 
in any of the following circumstances:
(a)	Lack of Knowledge and Representation - neither the offeror 
nor any joint actor with the offeror has, or has had within the 
preceding 12 months, any board or management representation in 
respect of the offeree issuer, or has knowledge of any material 
information concerning the offeree issuer or its securities that has 
not been generally disclosed,
(b)	Previous Arm's Length Negotiations -- all of the following 
conditions are satisfied: 
(i)	the consideration per security under the insider bid is at 
least equal in value to and is in the same form as the 
highest consideration agreed to with one or more selling 
security holders of the offeree issuer in arm's length 
negotiations in connection with
(A)	the making of the insider bid, 
(B)	one or more other transactions agreed to within 12 
months before the date of the first public 
announcement of the insider bid, or
(C)	a combination of transactions referred to in clauses 
(A) and (B),
(ii)	at least one of the selling security holders party to an 
agreement referred to in clause (i)(A) or (B) beneficially 
owns or exercises control or direction over, or beneficially 
owned or exercised control or direction over, and agreed to 
sell
(A)	at least five per cent of the outstanding securities of 
the class of offeree securities, as determined in 
accordance with subsection (2), if the person that 
entered into the agreement with the selling security 
holder beneficially owned 80 per cent or more of the 
outstanding securities of the class of offeree 
securities, as determined in accordance with 
subsection (2), or
(B)	at least 10 per cent of the outstanding securities of 
the class of offeree securities, as determined in 
accordance with subsection (2), if the person that 
entered into the agreement with the selling security 
holder beneficially owned less than 80 per cent of 
the outstanding securities of the class of offeree 
securities, as determined in accordance with 
subsection (2),
(iii)	one or more of the selling security holders party to any of 
the transactions referred to in subparagraph (i) beneficially 
own or exercise control or direction over, or beneficially 
owned or exercised control or direction over, and agreed to 
sell, in the aggregate, at least 20 per cent of the outstanding 
securities of the class of offeree securities, as determined in 
accordance with subsection (3), beneficially owned, or over 
which control or direction was exercised, by persons other 
than the person, and joint actors with the person, that 
entered into the agreements with the selling security 
holders,
(iv)	the offeror reasonably believes, after reasonable inquiry, 
that at the time of each of the agreements referred to in 
subparagraph (i)
(A)	each selling security holder party to the agreement 
had full knowledge and access to information 
concerning the offeree issuer and its securities, and
(B)	any factors peculiar to a selling security holder party 
to the agreement, including non-financial factors, 
that were considered relevant by that selling security 
holder in assessing the consideration did not have 
the effect of reducing the price that would otherwise 
have been considered acceptable by that selling 
security holder,
(v)	at the time of each of the agreements referred to in 
subparagraph (i), the offeror did not know of any material 
information in respect of the offeree issuer or the offeree 
securities that
(A)	had not been generally disclosed, and 
(B)	if generally disclosed, could have reasonably been 
expected to increase the agreed consideration,
(vi)	if any of the agreements referred to in subparagraph (i) was 
entered into with a selling security holder by a person other 
than the offeror, the offeror reasonably believes, after 
reasonable inquiry, that at the time of that agreement, the 
person did not know of any material information in respect 
of the offeree issuer or the offeree securities that
(A)	had not been generally disclosed, and 
(B)	if disclosed, could have reasonably been expected to 
increase the agreed consideration, 
(vii)	the offeror does not know, after reasonable inquiry, of any 
material information in respect of the offeree issuer or the 
offeree securities since the time of each of the agreements 
referred to in subparagraph (i) that has not been generally 
disclosed and could reasonably be expected to increase the 
value of the offeree securities;
(c)	Auction - all of the following conditions are satisfied:
(i)	the insider bid is publicly announced or made while 
(A)	one or more bids for securities of the same class that 
is the subject of the insider bid have been made and 
are outstanding, or
(B)	one or more proposed transactions are outstanding 
that 
(I)	are business combinations in respect of 
securities of the same class that is the subject 
of the insider bid and ascribe a per security 
value to those securities, or
(II)	would be business combinations in respect of 
securities of the same class that is the subject 
of the insider bid, except that they come 
within the exception in paragraph (e) of the 
definition of business combination and ascribe 
a per security value to those securities, 
(ii)	at the time the insider bid is made, the offeree issuer has 
provided equal access to the offeree issuer, and to 
information concerning the offeree issuer and its securities, 
to the offeror in the insider bid, all offerors in the other 
bids, and all parties to the proposed transactions described 
in clause (i)(B), 
(iii)	the offeror, in the disclosure document for the insider bid,
(A)	includes all material information concerning the 
offeree issuer and its securities that is known to the 
offeror after reasonable inquiry but has not been 
generally disclosed, together with a description of 
the nature of the offeror's access to the issuer, and
(B)	states that the offeror does not know, after 
reasonable inquiry, of any material information 
concerning the offeree issuer and its securities other 
than information that has been disclosed under 
clause (A) or that has otherwise been generally 
disclosed.
(2)	For the purposes of subparagraph (b)(ii) of subsection (1), the number of 
outstanding securities of the class of offeree securities 
(a)	is calculated at the time of the agreement referred to in clause 
(b)(i)(A) or (B) of subsection (1), if the offeror knows the number 
of securities of the class outstanding at that time, or 
(b)	if paragraph (a) does not apply, is determined based on the 
information most recently provided by the offeree issuer in a 
material change report, or section 5.4 of National Instrument 51-
102 Continuous Disclosure Obligations, immediately preceding 
the date of the agreement referred to in clause (b)(i)(A) or (B) of 
subsection (1).
(3)	For the purposes of subparagraph (b)(iii) of subsection (1), the number 
of outstanding securities of the class of offeree securities 
(a)	is calculated at the time of the last of the agreements referred to in 
subparagraph (b)(i) of subsection (1), if the offeror knows the 
number of securities of the class outstanding at that time, or
(b)	if paragraph (a) does not apply, is determined based on the 
information most recently provided by the offeree issuer in a 
material change report, or section 5.4 of National Instrument 51-
102 Continuous Disclosure Obligations, immediately preceding 
the date of the last of the agreements referred to in subparagraph 
(b)(i) of subsection (1).
PART 3	ISSUER BIDS
3.1	Application
(1)	This Part applies to a bid that is an issuer bid. 
(2)	This Part does not apply to an issuer bid that complies with National 
Instrument 71-101 The Multijurisdictional Disclosure System, unless 
persons whose last address as shown on the books of the issuer is in 
Canada, as determined in accordance with subsections 12.1(2) to (4) of 
that instrument, hold 20 per cent or more of the class of securities that is 
the subject of the bid.
3.2	Disclosure - The issuer shall include in the disclosure document for an issuer 
bid
(a)	a description of the background to the issuer bid,
(b)	disclosure, in accordance with section 6.8, of every prior 
valuation in respect of the issuer
(i)	that has been made in the 24 months before the date of the 
issuer bid, and
(ii)	the existence of which is known, after reasonable inquiry, 
to the issuer or to any director or  senior officer of the 
issuer,
(c)	disclosure of any bona fide prior offer that relates to the offeree 
securities or is otherwise relevant to the issuer bid, which offer 
was received by the issuer during the 24 months before the issuer 
bid was publicly announced, and a description of the offer and the 
background to the offer,
(d)	a discussion of the review and approval process adopted by the 
board of directors and the special committee, if any, of the issuer 
for the issuer bid, including a discussion of any materially 
contrary view or abstention by a director and any material 
disagreement between the board and the special committee, 
(e)	a statement of the intention, if known to the issuer after 
reasonable inquiry, of every interested party to accept or not to 
accept the issuer bid, 
(f)	a description of the effect that the issuer anticipates the issuer bid, 
if successful, will have on the direct or indirect voting interest in 
the issuer of every interested party, and
(g)	disclosure of the formal valuation exemption, if any, on which the 
issuer is relying under section 3.4 and the facts supporting that 
reliance.
3.3	Formal Valuation
(1)	An issuer that makes an issuer bid shall
(a)	obtain a formal valuation,
(b)	provide the disclosure required by section 6.2,
(c)	include, in accordance with section 6.5, a summary of the formal 
valuation in the disclosure document for the issuer bid, unless the 
formal valuation is included in its entirety in the disclosure 
document,
(d)	if there is an interested party other than the issuer, state in the 
disclosure document who will pay or has paid for the valuation, 
and
(e)	comply with the other provisions of Part 6 applicable to it relating 
to formal valuations.
(2)	The board of directors of the issuer or an independent committee of the 
board shall
(a)	determine who the valuator will be, and
(b)	supervise the preparation of the formal valuation.
3.4	Exemptions from Formal Valuation Requirement - Section 3.3 does not 
apply to an issuer in connection with an issuer bid in any of the following 
circumstances:
(a)	Bid for Non-Convertible Securities - the issuer bid is for 
securities that are not equity securities and that are not, directly or 
indirectly, convertible into equity securities,
(b)	Liquid Market - the issuer bid is made for securities for which
(i)	a liquid market exists,
(ii)	it is reasonable to conclude that, following the completion 
of the bid, there will be a market for holders of the 
securities who do not tender to the bid that is not materially 
less liquid than the market that existed at the time of the 
making of the bid, and
(iii)	if an opinion referred to in paragraph (b) of subsection 
1.2(1) is provided, the person providing the opinion reaches 
the conclusion described in subparagraph (b)(ii) of this 
section 3.4 and so states in its opinion.
PART 4	BUSINESS COMBINATIONS
4.1 	Application - This Part does not apply to an issuer carrying out a business 
combination if
(a)	the issuer is not a reporting issuer,
(b)	the issuer is a mutual fund, or
 
(c)	(i)	at the time the business combination is agreed to, securities 
held by beneficial owners in the local jurisdiction constitute 
less than two per cent of the outstanding securities of each 
class of affected securities of the issuer, and
(ii)	all documents concerning the transaction that are sent 
generally to other holders of affected securities of the 
issuer are concurrently sent to all holders of the securities 
in the local jurisdiction.
4.2	Meeting and Information Circular
(1)	Without limiting the application of any other legal requirements that 
apply to meetings of security holders and information circulars, this 
section applies only to a business combination for which section 4.5 
requires the issuer to obtain minority approval. 
(2)	An issuer proposing to carry out a business combination shall call a 
meeting of holders of affected securities and send an information 
circular to those holders.
(3)	The issuer shall include in the information circular 
(a)	the disclosure required by Form 62-104F2 Issuer Bid Circular of 
National Instrument 62-104 Take-Over Bids and Issuer Bids, to 
the extent applicable and with necessary modifications,
(b)	a description of the background to the business combination,
(c)	disclosure in accordance with section 6.8 of every prior valuation 
in respect of the issuer
(i)	that has been made in the 24 months before the date of the 
information circular, and
(ii)	the existence of which is known, after reasonable inquiry, 
to the issuer or to any director or  senior officer of the 
issuer,
(d)	disclosure of any bona fide prior offer that relates to the subject 
matter of or is otherwise relevant to the transaction, which offer 
was received by the issuer during the 24 months before the 
business combination was agreed to, and a description of the offer 
and the background to the offer, 
(e)	a discussion of the review and approval process adopted by the 
board of directors and the special committee, if any, of the issuer 
for the transaction, including a discussion of any materially 
contrary view or abstention by a director and any material 
disagreement between the board and the special committee, 
(f)	disclosure of the formal valuation exemption, if any, on which the 
issuer is relying under section 4.4 and the facts supporting that 
reliance, 
(g)	disclosure of the number of votes attached to the securities that, to 
the knowledge of the issuer after reasonable inquiry, will be 
excluded in determining whether minority approval for the 
business combination is obtained, and
(h)	the identity of the holders of securities specified in paragraph (g) 
together with their individual holdings.
(4)	If, after sending the information circular and before the meeting, a 
change occurs that, if disclosed, would reasonably be expected to affect 
the decision of a holder of affected securities to vote for or against the 
business combination or to retain or dispose of affected securities, the 
issuer shall promptly disseminate disclosure of the change 
(a)	in a manner that the issuer reasonably determines will inform 
beneficial owners of affected securities of the change, and
(b)	sufficiently in advance of the meeting that the beneficial owners 
of affected securities will be able to assess the impact of the 
change.
(5)	If subsection (4) applies, the issuer shall file a copy of the disseminated 
information contemporaneously with its dissemination.
4.3	Formal Valuation
(1)	An issuer shall obtain a formal valuation for a business combination if
(a)	an interested party would, as a consequence of the transaction, 
directly or indirectly acquire the issuer or the business of the 
issuer, or combine with the issuer, through an amalgamation, 
arrangement or otherwise, whether alone or with joint actors, or
(b)	an interested party is a party to any connected transaction to the 
business combination, if the connected transaction is a related 
party transaction for which the issuer is required to obtain a 
formal valuation under section 5.4.
(2)	If a formal valuation is required under subsection (1), the issuer shall
(a)	provide the disclosure required by section 6.2,
(b)	include, in accordance with section 6.5, a summary of the formal 
valuation in the disclosure document for the business 
combination, unless the formal valuation is included in its entirety 
in the disclosure document,
(c)	state in the disclosure document for the business combination who 
will pay or has paid for the valuation, and
(d)	comply with the other provisions of Part 6 applicable to it relating 
to formal valuations.
(3)	The board of directors of the issuer or an independent committee of the 
board shall
(a)	determine who the valuator will be, and
(b)	supervise the preparation of the formal valuation.
4.4	Exemptions from Formal Valuation Requirement
(1)	Section 4.3 does not apply to an issuer carrying out a business 
combination in any of the following circumstances: 
(a)	Issuer Not Listed on Specified Markets - no securities of the 
issuer are listed or quoted on the Toronto Stock Exchange, 
Aequitas NEO Exchange Inc., the New York Stock Exchange, the 
American Stock Exchange, the NASDAQ Stock Market, or a 
stock exchange outside of Canada and the United States other 
than the Alternative Investment Market of the London Stock 
Exchange or the PLUS markets operated by PLUS Markets Group 
plc,
(b)	Previous Arm's Length Negotiations -- all of the following 
conditions are satisfied:
(i)	the consideration per affected security under the business 
combination is at least equal in value to and is in the same 
form as the highest consideration agreed to with one or 
more selling security holders of the issuer in arm's length 
negotiations in connection with
(A)	the business combination, 
(B)	one or more other transactions agreed to within 12 
months before the date of the first public 
announcement of the business combination, or
(C)	a combination of transactions referred to in clauses 
(A) and (B),
(ii)	at least one of the selling security holders party to an 
agreement referred to in clause (i)(A) or (B) beneficially 
owns or exercises control or direction over, or beneficially 
owned or exercised control or direction over, and agreed to 
sell
(A)	at least five per cent of the outstanding securities of 
the class of affected securities, as determined in 
accordance with subsection (2), if the person that 
entered into the agreement with the selling security 
holder beneficially owned 80 per cent or more of the 
outstanding securities of the class of affected 
securities, as determined in accordance with 
subsection (2), or
(B)	at least 10 per cent of the outstanding securities of 
the class of affected securities, as determined in 
accordance with subsection (2), if the person that 
entered into the agreement with the selling security 
holder beneficially owned less than 80 per cent of 
the outstanding securities of the class of affected 
securities, as determined in accordance with 
subsection (2),
(iii)	one or more of the selling security holders party to any of 
the transactions referred to in subparagraph (i) beneficially 
owns or exercises control or direction over, or beneficially 
owned or exercised control or direction over, and agreed to 
sell, in the aggregate, at least 20 per cent of the outstanding 
securities of the class of affected securities, as determined 
in accordance with subsection (3), beneficially owned or 
over which control or direction was exercised by persons 
other than the person, and joint actors with the person, that 
entered into the agreements with the selling security 
holders,
(iv)	the person proposing to carry out the business combination 
with the issuer reasonably believes, after reasonable 
inquiry, that at the time of each of the agreements referred 
to in subparagraph (i)
(A)	each selling security holder party to the agreement 
had full knowledge of and access to information 
concerning the issuer and its securities, and
(B)	any factors peculiar to a selling security holder party 
to the agreement, including non-financial factors, 
that were considered relevant by the selling security 
holder in assessing the consideration did not have 
the effect of reducing the price that would otherwise 
have been considered acceptable by that selling 
security holder, 
(v)	at the time of each of the agreements referred to in 
subparagraph (i), the person proposing to carry out the 
business combination with the issuer did not know of any 
material information in respect of the issuer or the affected 
securities that
(A)	had not been generally disclosed, and 
(B)	if disclosed, could have reasonably been expected to 
increase the agreed consideration,
(vi)	any of the agreements referred to in subparagraph (i) was 
entered into with a selling security holder by a person other 
than the person proposing to carry out the business 
combination with the issuer, the person proposing to carry 
out the business combination with the issuer reasonably 
believes, after reasonable inquiry, that at the time of that 
agreement, the person entering into the agreement with the 
selling security holder did not know of any material 
information in respect of the issuer or the affected 
securities that
(A)	had not been generally disclosed, and
(B)	if disclosed, could have reasonably been expected to 
increase the agreed consideration, 
(vii)	the person proposing to carry out the business combination 
with the issuer does not know, after reasonable inquiry, of 
any material information in respect of the issuer or the 
affected securities since the time of each of the agreements 
referred to in subparagraph (i) that has not been generally 
disclosed and could reasonably be expected to increase the 
value of the affected securities,
(c)	Auction - all of the following conditions are satisfied:
(i)	the business combination is publicly announced while 
(A)	one or more proposed transactions are outstanding 
that 
(I)	are business combinations in respect of the 
affected securities, and ascribe a per security 
value to those securities, or
(II)	would be business combinations in respect of 
the affected securities, except that they come 
within the exception in paragraph (e) of the 
definition of business combination, and 
ascribe a per security value to those securities, 
(B)	one or more bids for the affected securities have 
been made and are outstanding, 
(ii)	at the time the disclosure document for the business 
combination is sent to the holders of affected securities, the 
issuer has provided equal access to the issuer, and to 
information concerning the issuer and its securities, to the 
person proposing to carry out the business combination 
with the issuer, all parties to the proposed transactions 
described in clause (i)(A), and all offerors in the bids,
(d)	Second Step Business Combination - all of the following 
conditions are satisfied: 
(i)	the business combination is being effected by an offeror 
that made a bid, or an affiliated entity of that offeror, and is 
in respect of the securities of the same class for which the 
bid was made and that were not acquired in the bid,
(ii)	the business combination is completed no later than 120 
days after the date of expiry of the bid,
(iii)	the consideration per security that the security holders 
would be entitled to receive in the business combination is 
at least equal in value to and is in the same form as the 
consideration that the tendering security holders were 
entitled to receive in the bid, 
(iv)	the disclosure document for the bid
(A)	disclosed that if the offeror acquired securities under 
the bid, the offeror intended to acquire the remainder 
of the securities under a statutory right of acquisition 
or under a business combination that would satisfy 
the conditions in subparagraphs (ii) and (iii),
(B)	described the expected tax consequences of both the 
bid and the business combination if, at the time the 
bid was made, the tax consequences arising from the 
business combination
(I)	were reasonably foreseeable to the offeror, 
and 
(II)	were reasonably expected to be different from 
the tax consequences of tendering to the bid, 
and
(C)	disclosed that the tax consequences of the bid and 
the business combination may be different if, at the 
time the bid was made, the offeror could not 
reasonably foresee the tax consequences arising 
from the business combination,
(e)	Non-redeemable Investment Fund - the issuer is a non-
redeemable investment fund that
(i)	at least once each quarter calculates and publicly 
disseminates the net asset value of its securities, and
(ii)	at the time of publicly announcing the business 
combination, publicly disseminates the net asset value of 
its securities as of the business day before the 
announcement,
(f)	Amalgamation or Equivalent Transaction with No Adverse 
Effect on Issuer or Minority - the transaction is a statutory 
amalgamation, or substantially equivalent transaction, resulting in 
the combination of the issuer or a wholly-owned subsidiary entity 
of the issuer with an interested party, that is undertaken in whole 
or in part for the benefit of another related party, if all of the 
following conditions are satisfied:
(i)	the transaction does not and will not have any adverse tax 
or other consequences to the issuer, the person resulting 
from the combination, or beneficial owners of affected 
securities generally,
(ii)	no material actual or contingent liability of the interested 
party with which the issuer or a wholly-owned subsidiary 
entity of the issuer is combining will be assumed by the 
issuer, the wholly-owned subsidiary entity of the issuer or 
the person resulting from the combination,
(iii)	the related party benefiting from the transaction agrees to 
indemnify the issuer against any liabilities of the interested 
party with which the issuer, or a wholly-owned subsidiary 
entity of the issuer, is combining,
(iv)	after the transaction, the nature and extent of the voting and 
financial participating interests of holders of affected 
securities in the person resulting from the combination will 
be the same as, and the value of their financial participating 
interests will not be less than, that of their interests in the 
issuer before the transaction, 
(v)	the related party benefiting from the transaction pays for all 
of the costs and expenses resulting from the transaction.
(2)	For the purposes of subparagraph (b)(ii) of subsection (1), the number of 
outstanding securities of the class of affected securities 
(a)	is calculated at the time of the agreement referred to in clause 
(b)(i)(A) or (B) of subsection (1), if the person proposing to carry 
out the business combination with the issuer knows the number of 
securities of the class outstanding at that time; or 
(b)	if paragraph (a) does not apply, is determined based on the 
information most recently provided by the issuer in a material 
change report, or section 5.4 of National Instrument 51-102 
Continuous Disclosure Obligations, immediately preceding the 
date of the agreement referred to in clause (b)(i)(A) or (B) of 
subsection (1).
(3)	For the purposes of subparagraph (b)(iii) of subsection (1), the number 
of outstanding securities of the class of affected securities 
(a)	is calculated at the time of the last of the agreements referred to in 
subparagraph (b)(i) of subsection (1), if the person proposing to 
carry out the business combination with the issuer knows the 
number of securities of the class outstanding at that time; or
(b)	if paragraph (a) does not apply, is determined based on the 
information most recently provided by the issuer in a material 
change report, or section 5.4 of National Instrument 51-102 
Continuous Disclosure Obligations, immediately preceding the 
date of the last of the agreements referred to in subparagraph 
(b)(i) of subsection (1).
4.5	Minority Approval - An issuer shall not carry out a business combination 
unless the issuer has obtained minority approval for the business combination 
under Part 8.
4.6	Exemptions from Minority Approval Requirement
(1)	Section 4.5 does not apply to an issuer carrying out a business 
combination in any of the following circumstances if the exemption 
relied on, any formal valuation exemption relied on, and the facts 
supporting reliance on those exemptions are disclosed in the disclosure 
document for the business combination:
(a)	90 Per Cent Exemption - subject to subsection (2), one or more 
persons that are interested parties within the meaning of 
subparagraph (c)(i) of the definition of interested party 
beneficially own, in the aggregate, 90 per cent or more of the 
outstanding securities of a class of affected securities at the time 
that the business combination is agreed to, and either
(i)	an appraisal remedy is available to holders of the class of 
affected securities under the statute under which the issuer 
is organized or is governed as to corporate law matters, or
(ii)	if an appraisal remedy referred to in subparagraph (i) is not 
available, holders of the class of affected securities are 
given an enforceable right that is substantially equivalent to 
the appraisal remedy provided for in section 190 of the 
CBCA and that is described in the disclosure document for 
the business combination;
(b)	Other Transactions Exempt from Formal Valuation - the 
circumstances described in paragraph (f) of subsection 4.4 (1).
(2)	If there are two or more classes of affected securities, paragraph (a) of 
subsection (1) applies only to a class of which the applicable interested 
parties beneficially own, in the aggregate, 90 per cent or more of the 
outstanding securities. 
4.7	Conditions for Relief from Business Corporations Act Requirements - In 
Ontario, an issuer that is governed by the Business Corporations Act 
("OBCA") and proposes to carry out a "going private transaction", as defined 
in subsection 190(1) of the OBCA, is exempt from subsections (2), (3) and (4) 
of section 190 of the OBCA, and is not required to make an application for 
exemption from those subsections under subsection 190(6) of the OBCA, if
(a)	the transaction is not a business combination,
(b)	Part 4 does not apply to the transaction by reason of section 4.1, 
or
(c)	the transaction is carried out in compliance with Part 4, and, for 
this purpose, compliance includes reliance on any applicable 
exemption from a requirement of Part 4, including a discretionary 
exemption granted under section 9.1.
PART 5	RELATED PARTY TRANSACTIONS
5.1	Application - This Part does not apply to an issuer carrying out a related party 
transaction if
(a)	the issuer is not a reporting issuer,
(b)	the issuer is a mutual fund, 
(c)	(i)	at the time the transaction is agreed to, securities held by 
beneficial owners in the local jurisdiction constitute less 
than two per cent of the outstanding securities of each class 
of affected securities of the issuer, and
(ii)	all documents concerning the transaction that are sent 
generally to other holders of affected securities of the 
issuer are concurrently sent to all holders of the securities 
in the local jurisdiction,
(d)	the parties to the transaction consist solely of
(i)	an issuer and one or more of its wholly-owned subsidiary 
entities, or
(ii)	wholly-owned subsidiary entities of the same issuer,
(e)	the transaction is a business combination for the issuer,
(f)	the transaction would be a business combination for the issuer 
except that it comes within an exception in any of paragraphs (a) 
to (e) of the definition of business combination,
(g)	the transaction is a downstream transaction for the issuer,
(h)	the issuer is obligated to and carries out the transaction 
substantially under the terms 
(i)	that were agreed to, and generally disclosed, before 
December 15, 2000 in Qu‚bec and before May 1, 2000 in 
Ontario,
(ii)	that were agreed to, and generally disclosed, before the 
issuer became a reporting issuer, or
(iii)	of a previous transaction the terms of which were generally 
disclosed, including an issuance of a convertible security, if 
the previous transaction was carried out in compliance with 
this Instrument, including in reliance on any applicable 
exemption or exclusion, or was not subject to this 
Instrument,
(i)	the transaction is a distribution
(i)	of securities of the issuer and is a related party transaction 
for the issuer solely because the interested party is an 
underwriter of the distribution, and
(ii)	carried out in compliance with, including in reliance on any 
applicable exemption from, National Instrument 33-105 
Underwriting Conflicts,
(j)	the issuer is subject to the requirements of Part IX of the Loan 
and Trust Corporations Act (Ontario), the Act respecting Trust 
Companies and Savings Companies (Quebec), Part XI of the 
Bank Act (Canada), Part XI of the Insurance Companies Act 
(Canada), or Part XI of the Trust and Loan Companies Act 
(Canada), or any successor to that legislation, and the issuer 
complies with those requirements,
(j.1) 	in Alberta, Manitoba and New Brunswick, the issuer is subject to 
the requirements of Part 9 of the Loan and Trust Corporations Act 
(Alberta), Division VIII of Part XXIV of The Corporations Act 
(Manitoba), or Part X of the Loan and Trust Companies Act (New 
Brunswick), or any successor to that legislation, and the issuer 
complies with those requirements, or
(k)	the transaction is a rights offering, dividend distribution, or any 
other transaction in which the general body of holders in Canada 
of affected securities of the same class are treated identically on a 
per security basis, if 
(i)	the transaction has no interested party within the meaning 
of paragraph (d) of the definition of interested party, or
(ii)	the transaction is a rights offering, there is an interested 
party only because a related party of the issuer provides a 
stand-by commitment for the rights offering, and the stand-
by commitment complies with National Instrument 45-106 
Prospectus Exemptions.
5.2	Material Change Report
(1)	An issuer shall include in a material change report, if any, required to be 
filed under securities legislation for a related party transaction
(a)	a description of the transaction and its material terms,
(b)	the purpose and business reasons for the transaction,
(c)	the anticipated effect of the transaction on the issuer's business 
and affairs,
(d)	a description of
(i)	the interest in the transaction of every interested party and 
of the related parties and associated entities of the 
interested parties, and
(ii)	the anticipated effect of the transaction on the percentage 
of securities of the issuer, or of an affiliated entity of the 
issuer, beneficially owned or controlled by each person 
referred to in subparagraph (i) for which there would be a 
material change in that percentage,
(e)	unless this information will be included in another disclosure 
document for the transaction, a discussion of the review and 
approval process adopted by the board of directors and the special 
committee, if any, of the issuer for the transaction, including a 
discussion of any materially contrary view or abstention by a 
director and any material disagreement between the board and the 
special committee,
(f)	a summary, in accordance with section 6.5, of the formal 
valuation, if any, obtained for the transaction, unless the formal 
valuation is included in its entirety in the material change report 
or will be included in its entirety in another disclosure document 
for the transaction,
(g)	disclosure, in accordance with section 6.8, of every prior 
valuation in respect of the issuer that relates to the subject matter 
of or is otherwise relevant to the transaction
(i)	that has been made in the 24 months before the date of the 
material change report, and
(ii)	the existence of which is known, after reasonable inquiry, 
to the issuer or to any director or  senior officer of the 
issuer,
(h)	the general nature and material terms of any agreement entered 
into by the issuer, or a related party of the issuer, with an 
interested party or a joint actor with an interested party, in 
connection with the transaction, and
(i)	disclosure of the formal valuation and minority approval 
exemptions, if any, on which the issuer is relying under sections 
5.5 and 5.7, respectively, and the facts supporting reliance on the 
exemptions.
(2)	If the issuer files a material change report less than 21 days before the 
expected date of the closing of the transaction, the issuer shall explain in 
the news release required to be issued under National Instrument 51-102 
Continuous Disclosure Obligations and in the material change report 
why the shorter period is reasonable or necessary in the circumstances.
(3)	Despite paragraphs (1)(f) and 5.4(2)(a), if the issuer is required to 
include a summary of the formal valuation in the material change report 
and the formal valuation is not available at the time the issuer files the 
material change report, the issuer shall file a supplementary material 
change report containing the disclosure required by paragraph (1)(f) as 
soon as the formal valuation is available.
(4)	The issuer shall send a copy of any material change report prepared by it 
in respect of the transaction to any security holder of the issuer upon 
request and without charge.
5.3	Meeting and Information Circular
(1)	Without limiting the application of any other legal requirements that 
apply to meetings of security holders and information circulars, this 
section applies only to a related party transaction for which section 5.6 
requires the issuer to obtain minority approval.
(2)	An issuer proposing to carry out a related party transaction to which this 
section applies shall call a meeting of holders of affected securities and 
send an information circular to those holders.
(3)	The issuer shall include in the information circular 
(a)	the disclosure required by Form 62-104F2 Issuer Bid Circular of 
National Instrument 62-104 Take-Over Bids and Issuer Bids, to 
the extent applicable and with necessary modifications,
(b)	a description of the background to the transaction,
(c)	disclosure, in accordance with section 6.8, of every prior 
valuation in respect of the issuer that relates to the subject matter 
of or is otherwise relevant to the transaction
(i)	that has been made in the 24 months before the date of the 
information circular, and
(ii)	the existence of which is known, after reasonable inquiry, 
to the issuer or to any director or senior officer of the 
issuer,
(d)	disclosure of any bona fide prior offer that relates to the subject 
matter of or is otherwise relevant to the transaction, which offer 
was received by the issuer during the 24 months before the 
transaction was agreed to, and a description of the offer and the 
background to the offer, 
(e)	a discussion of the review and approval process adopted by the 
board of directors and the special committee, if any, of the issuer 
for the transaction, including a discussion of any materially 
contrary view or abstention by a director and any material 
disagreement between the board and the special committee,
(f)	disclosure of the formal valuation exemption, if any, on which the 
issuer is relying under section 5.5 and the facts supporting that 
reliance, 
(g)	disclosure of the number of votes attached to the securities that, to 
the knowledge of the issuer after reasonable inquiry, will be 
excluded in determining whether minority approval for the related 
party transaction is obtained, and
(h)	the identity of the holders of securities specified in paragraph (g) 
together with their individual holdings.
(4)	If, after sending the information circular and before the meeting, a 
change occurs that, if disclosed, would reasonably be expected to affect 
the decision of a holder of affected securities to vote for or against the 
related party transaction or to retain or dispose of affected securities, the 
issuer shall promptly disseminate disclosure of the change 
(a)	in a manner that the issuer reasonably determines will inform 
beneficial owners of affected securities of the change, and
(b)	sufficiently in advance of the meeting that the beneficial owners 
of affected securities will be able to assess the impact of the 
change.
(5)	If subsection (4) applies, the issuer shall file a copy of the disseminated 
information contemporaneously with its dissemination.
5.4	Formal Valuation
(1)	An issuer shall obtain a formal valuation for a related party transaction 
described in any of paragraphs (a) to (g) of the definition of related party 
transaction.
(2)	If a formal valuation is required under subsection (1), the issuer shall
(a)	include, in accordance with section 6.5, a summary of the formal 
valuation in the disclosure document for the related party 
transaction, unless the formal valuation is included in its entirety 
in the disclosure document,
(b)	state in the disclosure document who will pay or has paid for the 
valuation, and
(c)	comply with the other provisions of Part 6 applicable to it relating 
to formal valuations.
(3)	The board of directors of the issuer or an independent committee of the 
board shall
(a)	determine who the valuator will be, and
(b)	supervise the preparation of the formal valuation.
5.5	Exemptions from Formal Valuation Requirement - Section 5.4 does not 
apply to an issuer carrying out a related party transaction in any of the 
following circumstances:
(a)	Fair Market Value Not More Than 25% of Market 
Capitalization - at the time the transaction is agreed to, neither 
the fair market value of the subject matter of, nor the fair market 
value of the consideration for, the transaction, insofar as it 
involves interested parties, exceeds 25 per cent of the issuer's 
market capitalization, and for this purpose
(i)	if either of the fair market values is not readily 
determinable, any determination as to whether that fair 
market value exceeds the threshold for this exemption shall 
be made by the issuer's board of directors acting in good 
faith,
 
(ii)	if the transaction is one in which the issuer or a wholly-
owned subsidiary entity of the issuer combines with a 
related party, through an amalgamation, arrangement or 
otherwise, the subject matter of the transaction shall be 
deemed to be the securities of the related party held, at the 
time the transaction is agreed to, by persons other than the 
issuer or a wholly-owned subsidiary entity of the issuer, 
and the consideration for the transaction shall be deemed to 
be the consideration received by those persons, 
(iii)	if the transaction is one of two or more connected 
transactions that are related party transactions and would, 
without the exemption in this paragraph (a), require formal 
valuations under this Instrument, the fair market values for 
all of those transactions shall be aggregated in determining 
whether the tests for this exemption are met, and
(iv)	if the assets involved in the transaction (the "initial 
transaction") include warrants, options or other instruments 
providing for the possible future purchase of securities or 
other assets (the "future transaction"), the calculation of the 
fair market value for the initial transaction shall include the 
fair market value, as of the time the initial transaction is 
agreed to, of the maximum number of securities or other 
consideration that the issuer may be required to issue or 
pay in the future transaction,
(b)	Issuer Not Listed on Specified Markets - no securities of the 
issuer are listed or quoted on the Toronto Stock Exchange, 
Aequitas NEO Exchange Inc., the New York Stock Exchange, the 
American Stock Exchange, the NASDAQ Stock Market, or a 
stock exchange outside of Canada and the United States other 
than the Alternative Investment Market of the London Stock 
Exchange or the PLUS markets operated by PLUS Markets Group 
plc,
(c)	Distribution of Securities for Cash - the transaction is a 
distribution of securities of the issuer to a related party for cash 
consideration, if
(i)	neither the issuer nor, to the knowledge of the issuer after 
reasonable inquiry, the related party has knowledge of any 
material information concerning the issuer or its securities 
that has not been generally disclosed, and the disclosure 
document for the transaction includes a statement to that 
effect, and
(ii)	the disclosure document for the transaction includes a 
description of the effect of the distribution on the direct or 
indirect voting interest of the related party,
(d)	Certain Transactions in the Ordinary Course of Business - the 
transaction is 
(i)	a purchase or sale, in the ordinary course of business of the 
issuer, of inventory consisting of personal or movable 
property under an agreement that has been approved by the 
board of directors of the issuer and the existence of which 
has been generally disclosed, or
(ii)	a lease of real or immovable property or personal or 
movable property under an agreement on reasonable 
commercial terms that, considered as a whole, are not less 
advantageous to the issuer than if the lease was with a 
person dealing at arm's length with the issuer and the 
existence of which has been generally disclosed,
(e)	Transaction Supported by Arm's Length Control Person - the 
interested party beneficially owns, or exercises control or 
direction over, voting securities of the issuer that carry fewer 
voting rights than the voting securities beneficially owned, or 
over which control or direction is exercised, by another security 
holder of the issuer who is a control person of the issuer and who, 
in the circumstances of the transaction
(i)	is not also an interested party, 
(ii)	is at arm's length to the interested party, and
(iii)	supports the transaction,
(f)	Bankruptcy, Insolvency, Court Order - 
(i)	the transaction is subject to court approval, or a court 
orders that the transaction be effected, under
(A)	bankruptcy or insolvency law, or
(B)	section 191 of the CBCA, any successor to that 
section, or equivalent legislation of a jurisdiction, 
(ii)	the court is advised of the requirements of this Instrument 
regarding formal valuations for related party transactions, 
and of the provisions of this paragraph (f), and
(iii)	the court does not require compliance with section 5.4,
(g)	Financial Hardship - 
(i)	the issuer is insolvent or in serious financial difficulty,
(ii)	the transaction is designed to improve the financial position 
of the issuer,
(iii)	paragraph (f) is not applicable, 
(iv)	the issuer has one or more independent directors in respect 
of the transaction, and
(v)	the issuer's board of directors, acting in good faith, 
determines, and at least two-thirds of the issuer's 
independent directors, acting in good faith, determine that
(A)	subparagraphs (i) and (ii) apply, and
(B)	the terms of the transaction are reasonable in the 
circumstances of the issuer,
(h)	Asset Resale - 
(i)	the subject matter of the related party transaction was 
acquired by the issuer or an interested party, as the case 
may be, in a prior arm's length transaction that was agreed 
to not more than 12 months before the date that the related 
party transaction is agreed to, and a qualified, independent 
valuator provides a written opinion that, after making such 
adjustments, if any, as the valuator considers appropriate in 
the exercise of the valuator's professional judgment
(A)	the value of the consideration payable by the issuer 
for the subject matter of the related party transaction 
is not more than the value of the consideration paid 
by the interested party in the prior arm's length 
transaction, or 
(B)	the value of the consideration to be received by the 
issuer for the subject matter of the related party 
transaction is not less than the value of the 
consideration paid by the issuer in the prior arm's 
length transaction, and
(ii)	the disclosure document for the related party transaction 
includes the same disclosure regarding the valuator as is 
required in the case of a formal valuation under section 6.2,
(i)	Non-redeemable Investment Fund - the issuer is a non-
redeemable investment fund that
(i)	at least once each quarter calculates and publicly 
disseminates the net asset value of its securities, and 
(ii)	at the time of publicly announcing the related party 
transaction, publicly disseminates the net asset value of its 
securities as of the business day before the announcement,
(j)	Amalgamation or Equivalent Transaction with No Adverse 
Effect on Issuer or Minority - the transaction is a statutory 
amalgamation, or substantially equivalent transaction, resulting in 
the combination of the issuer or a wholly-owned subsidiary entity 
of the issuer with an interested party, that is undertaken in whole 
or in part for the benefit of another related party, if all of the 
following conditions are satisfied:
(i)	the transaction does not and will not have any adverse tax 
or other consequences to the issuer, the person resulting 
from the combination, or beneficial owners of affected 
securities generally,
(ii)	no material actual or contingent liability of the interested 
party with which the issuer or a wholly-owned subsidiary 
entity of the issuer is combining will be assumed by the 
issuer, the wholly-owned subsidiary entity of the issuer or 
the person resulting from the combination,
(iii)	the related party benefiting from the transaction agrees to 
indemnify the issuer against any liabilities of the interested 
party with which the issuer, or a wholly-owned subsidiary 
entity of the issuer, is combining,
(iv)	after the transaction, the nature and extent of the voting and 
financial participating interests of holders of affected 
securities in the person resulting from the combination will 
be the same as, and the value of their financial participating 
interests will not be less than, that of their interests in the 
issuer before the transaction, 
(v)	the related party benefiting from the transaction pays for all 
of the costs and expenses resulting from the transaction.
5.6	Minority Approval - An issuer shall not carry out a related party transaction 
unless the issuer has obtained minority approval for the transaction under Part 
8.
5.7	Exemptions from Minority Approval Requirement
(1)	Subject to subsections (2), (3), (4) and (5), section 5.6 does not apply to 
an issuer carrying out a related party transaction in any of the following 
circumstances if the exemption relied on, any formal valuation 
exemption relied on, and the facts supporting reliance on those 
exemptions are disclosed in the disclosure document, if any, for the 
transaction:
(a)	Fair Market Value Not More Than 25 Per Cent of Market 
Capitalization - the circumstances described in paragraph (a) of 
section 5.5,
(b)	Fair Market Value Not More Than $2,500,000 - Distribution 
of Securities for Cash - the circumstances described in paragraph 
(c) of section 5.5, if
(i)	no securities of the issuer are listed or quoted on the 
Toronto Stock Exchange, Aequitas NEO Exchange Inc., 
the New York Stock Exchange, the American Stock 
Exchange, the NASDAQ Stock Market, or a stock 
exchange outside of Canada and the United States other 
than the Alternative Investment Market of the London 
Stock Exchange or the PLUS markets operated by PLUS 
Markets Group plc,
(ii)	at the time the transaction is agreed to, neither the fair 
market value of the securities to be distributed in the 
transaction nor the consideration to be received for those 
securities, insofar as the transaction involves interested 
parties, exceeds $2,500,000,
(iii)	the issuer has one or more independent directors in respect 
of the transaction who are not employees of the issuer, and
(iv)	at least two-thirds of the directors described in 
subparagraph (iii) approve the transaction,
(c)	Other Transactions Exempt from Formal Valuation - the 
circumstances described in paragraphs (d), (e) and (j) of section 
5.5, 
(d)	Bankruptcy, Insolvency, Court Order - the circumstances 
described in subparagraph (f)(i) of section 5.5, if the court is 
advised of the requirements of this Instrument regarding minority 
approval for related party transactions, and of the provisions of 
this paragraph, and the court does not require compliance with 
section 5.6,
(e)	Financial Hardship - the circumstances described in paragraph 
(g) of section 5.5, if there is no other requirement, corporate or 
otherwise, to hold a meeting to obtain any approval of the holders 
of any class of affected securities,
(f)	Loan to Issuer, No Equity or Voting Component - 
(i)	the transaction is a loan, or the creation of a credit facility, 
that is obtained by the issuer from a related party on 
reasonable commercial terms that are not less advantageous 
to the issuer than if the loan or credit facility were obtained 
from a person dealing at arm's length with the issuer, and 
the loan, or each advance under the credit facility, as the 
case may be, is not
(A)	convertible, directly or indirectly, into equity or 
voting securities of the issuer or a subsidiary entity 
of the issuer, or otherwise participating in nature, or
(B)	repayable as to principal or interest, directly or 
indirectly, in equity or voting securities of the issuer 
or a subsidiary entity of the issuer,
(ii)	and for this purpose, any amendment to the terms of a loan 
or credit facility is deemed to create a new loan or credit 
facility,  
(g)	90 Per Cent Exemption - one or more persons that are interested 
parties within the meaning of subparagraph (d)(i) of the definition 
of interested party beneficially own, in the aggregate, 90 per cent 
or more of the outstanding securities of a class of affected 
securities at the time the transaction is agreed to, and either
(i)	an appraisal remedy is available to holders of the class of 
affected securities under the statute under which the issuer 
is organized or is governed as to corporate law matters, or
(ii)	if an appraisal remedy referred to in subparagraph (i) is not 
available, holders of the class of affected securities are 
given an enforceable right that is substantially equivalent to 
the appraisal remedy provided for in section 190 of the 
CBCA and that is described in an information circular or 
other document sent to holders of that class of affected 
securities in connection with a meeting to approve the 
related party transaction, or, if there is no such meeting, in 
another document that is sent to those security holders not 
later than the time by which an information circular or 
other document would have been required to be sent to 
them if there had been a meeting.
(2)	Despite subparagraph (a)(iii) of section 5.5, if the transaction is one of 
two or more connected transactions that are related party transactions 
and would, without the exemptions in paragraphs (a) and (b) of 
subsection (1), require minority approval under this Instrument, the fair 
market values for all of those transactions shall be aggregated in 
determining whether the tests for those exemptions are met.
(3)	If the transaction is a material amendment to the terms of a security, or 
of a loan or credit facility to which the exemption in paragraph (f) of 
subsection (1) does not apply, the fair market value tests for the 
exemptions in paragraphs (a) and (b) of subsection (1) shall be applied 
to the whole transaction as amended, insofar as it involves interested 
parties, rather than just to the amendment, and, for this purpose, any 
addition of, or amendment to, a term involving a right to convert into or 
otherwise acquire equity or voting securities is deemed to be a material 
amendment.
(4)	Subparagraphs (a)(i), (iii) and (iv) of section 5.5 apply to paragraph (b) 
of subsection 5.7(1) with appropriate modifications.
(5)	If there are two or more classes of affected securities, paragraph (g) of 
subsection (1) applies only to a class of which the applicable interested 
parties beneficially own, in the aggregate, 90 per cent or more of the 
outstanding securities.
PART 6	FORMAL VALUATIONS AND PRIOR VALUATIONS
6.1	Independence and Qualifications of Valuator
(1)	Every formal valuation required by this Instrument for a transaction 
shall be prepared by a valuator that is independent of all interested 
parties in the transaction and that has appropriate qualifications.
(2)	It is a question of fact as to whether a valuator is independent of an 
interested party or has appropriate qualifications.
(3)	A valuator is not independent of an interested party in connection with a 
transaction if
(a)	the valuator is an associated or affiliated entity or issuer insider of 
the interested party,
(b)	except in the circumstances described in paragraph (e), the 
valuator acts as an adviser to the interested party in respect of the 
transaction, but for this purpose, a valuator that is retained by an 
issuer to prepare a formal valuation for an issuer bid is not, for 
that reason alone, considered to be an adviser to the interested 
party in respect of the transaction,
(c)	the compensation of the valuator depends in whole or in part on 
an agreement, arrangement or understanding that gives the 
valuator a financial incentive in respect of the conclusion reached 
in the formal valuation or the outcome of the transaction,
(d)	the valuator is 
(i)	a manager or co-manager of a soliciting dealer group for 
the transaction, or 
(ii)	a member of a soliciting dealer group for the transaction, if 
the valuator, in its capacity as a soliciting dealer, performs 
services beyond the customary soliciting dealer's function 
or receives more than the per security or per security holder 
fees payable to other members of the group,
(e)	the valuator is the external auditor of the issuer or of an interested 
party, unless the valuator will not be the external auditor of the 
issuer or of an interested party upon completion of the transaction 
and that fact is publicly disclosed at the time of or prior to the 
public disclosure of the results of the valuation, or
(f)	the valuator has a material financial interest in the completion of 
the transaction,
and for the purposes of this subsection, references to the valuator include 
any affiliated entity of the valuator.
(4)	A valuator that is paid by one or more interested parties in a transaction, 
or paid jointly by the issuer and one or more interested parties in a 
transaction, to prepare a formal valuation for the transaction is not, by 
virtue of that fact alone, not independent.
6.2	Disclosure Regarding Valuator - An issuer or offeror required to obtain a 
formal valuation for a transaction shall include in the disclosure document for 
the transaction
(a)	a statement that the valuator has been determined to be qualified 
and independent,
(b)	a description of any past, present or anticipated relationship 
between the valuator and the issuer or an interested party that may 
be relevant to a perception of lack of independence,
(c)	a description of the compensation paid or to be paid to the 
valuator,
(d)	a description of any other factors relevant to a perceived lack of 
independence of the valuator,
(e)	the basis for determining that the valuator is qualified, and
(f)	the basis for determining that the valuator is independent, despite 
any perceived lack of independence, having regard to the amount 
of the compensation and any factors referred to in paragraphs (b) 
and (d).
6.3	Subject Matter of Formal Valuation
(1)	An issuer or offeror required to obtain a formal valuation shall provide 
the valuation in respect of 
(a)	the offeree securities, in the case of an insider bid or issuer bid,
(b)	the affected securities, in the case of a business combination, 
(c)	any non-cash consideration being offered to, or to be received by, 
the holders of securities referred to in paragraph (a) or (b), and
(d)	the non-cash assets involved in a related party transaction. 
(2)	A formal valuation of non-cash consideration or assets referred to in 
paragraph (1)(c) or (d) is not required if
(a)	the non-cash consideration or assets are securities of a reporting 
issuer or are securities of a class for which there is a published 
market,
(b)	the person that would otherwise be required to obtain the formal 
valuation of those securities states in the disclosure document for 
the transaction that the person has no knowledge of any material 
information concerning the issuer of the securities, or concerning 
the securities, that has not been generally disclosed,
(c)	in the case of an insider bid, issuer bid or business combination
(i)	a liquid market in the class of securities exists,
(ii)	the securities constitute 25 per cent or less of the number of 
securities of the class that are outstanding immediately 
before the transaction,
(iii)	the securities are freely tradeable at the time the transaction 
is completed, and 
(iv)	the valuator is of the opinion that a valuation of the 
securities is not required, and
(d)	in the case of a related party transaction for the issuer of the 
securities, the conditions in subparagraphs (c)(i) and (ii) of 
section 5.5 are satisfied, regardless of the form of the 
consideration for the securities.
6.4	Preparation of Formal Valuation
(1)	A formal valuation shall contain the valuator's opinion as to a value or 
range of values representing the fair market value of the subject matter 
of the valuation.
(2)	A person preparing a formal valuation under this Instrument shall
(a)	prepare the formal valuation in a diligent and professional 
manner,
(b)	prepare the formal valuation as of an effective date that is not 
more than 120 days before the earlier of 
(i)	the date that the disclosure document for the transaction is 
first sent to security holders, if applicable, and 
(ii)	the date that the disclosure document is filed,
(c)	make appropriate adjustments in the formal valuation for material 
intervening events of which it is aware between the effective date 
of the valuation and the earlier of the dates referred to in 
subparagraphs (i) and (ii) of paragraph (b),
(d)	in determining the fair market value of offeree securities or 
affected securities, not include in the formal valuation a 
downward adjustment to reflect the liquidity of the securities, the 
effect of the transaction on the securities or the fact that the 
securities do not form part of a controlling interest, and
(e)	provide sufficient disclosure in the formal valuation to allow the 
readers to understand the principal judgments and principal 
underlying reasoning of the valuator so as to form a reasoned 
judgment of the valuation opinion or conclusion.
6.5	Summary of Formal Valuation
(1)	An issuer or offeror required to provide a summary of a formal valuation 
shall ensure that the summary provides sufficient detail to allow the 
readers to understand the principal judgments and principal underlying 
reasoning of the valuator so as to form a reasoned judgment of the 
valuation opinion or conclusion.
(2)	In addition to the disclosure referred to in subsection (1), if an issuer or 
offeror is required to provide a summary of a formal valuation, the issuer 
or offeror shall ensure that the summary
(a)	discloses
(i)	the effective date of the valuation, and
(ii)	any distinctive material benefit that might accrue to an 
interested party as a consequence of the transaction, 
including the earlier use of available tax losses, lower 
income taxes, reduced costs or increased revenues,
(b)	if the formal valuation differs materially from a prior valuation, 
explains the differences between the two valuations or, if it is not 
practicable to do so, the reasons why it is not practicable to do so,
(c)	indicates an address where a copy of the formal valuation is 
available for inspection, and 
(d)	states that a copy of the formal valuation will be sent to any 
security holder upon request and without charge or, if the issuer 
or offeror providing the summary so chooses, for a nominal 
charge sufficient to cover printing and postage.
 
6.6	Filing of Formal Valuation
(1)	An issuer or offeror required to obtain a formal valuation in respect of a 
transaction shall file a copy of the formal valuation
(a)	concurrently with the sending of the disclosure document for the 
transaction to security holders, or
(b)	concurrently with the filing of a material change report for a 
related party transaction for which no disclosure document is sent 
to security holders, or if the formal valuation is not available at 
the time of filing the material change report, as soon as the formal 
valuation is available.
(2)	If the formal valuation is included in its entirety in the disclosure 
document, an issuer or offeror satisfies the requirement in subsection (1) 
by filing the disclosure document.
6.7	Valuator's Consent - An issuer or offeror required to obtain a formal 
valuation shall
(a)	obtain the valuator's consent to the filing of the formal valuation 
and to the inclusion of the formal valuation or its summary in the 
disclosure document for the transaction for which the formal 
valuation was obtained, and
(b)	include in the disclosure document a statement, signed by the 
valuator, substantially as follows:
We refer to the formal valuation dated , which we prepared for 
(indicate name of the person) for (briefly describe the transaction for 
which the formal valuation was prepared).  We consent to the filing of 
the formal valuation with the securities regulatory authority and the 
inclusion of [a summary of the formal valuation/the formal valuation] in 
this document.
6.8	Disclosure of Prior Valuation
(1)	A person required to disclose a prior valuation shall, in the document in 
which the prior valuation is required to be disclosed
(a)	disclose sufficient detail to allow the readers to understand the 
prior valuation and its relevance to the present transaction,
(b)	indicate an address where a copy of the prior valuation is 
available for inspection, and
(c)	state that a copy of the prior valuation will be sent to any security 
holder upon request and without charge or, if the issuer or offeror 
providing the summary so chooses, for a nominal charge 
sufficient to cover printing and postage.
(2)	If there are no prior valuations, the existence of which is known after 
reasonable inquiry, the person that would be required to disclose prior 
valuations, if any existed, shall include a statement to that effect in the 
document.
(3)	Despite anything to the contrary in this Instrument, disclosure of the 
contents of a prior valuation is not required in a document if
(a)	the contents are not known to the person required to disclose the 
prior valuation,
(b)	the prior valuation is not reasonably obtainable by the person 
required to disclose it, irrespective of any obligations of 
confidentiality, and
(c)	the document contains statements regarding the prior valuation 
substantially to the effect of paragraphs (a) and (b).
6.9	Filing of Prior Valuation - A person required to disclose a prior valuation 
shall file a copy of the prior valuation concurrently with the filing of the first 
document in which that disclosure is required.
6.10	Consent of Prior Valuator Not Required - Despite sections 2.15 and 2.21 of 
National Instrument 62-104 Take-Over Bids and Issuer Bids, a person required 
to disclose a prior valuation under this Instrument is not required to obtain or 
file the valuator's consent to the filing or disclosure of the prior valuation.
PART 7	INDEPENDENT DIRECTORS
7.1	Independent Directors
(1)	For the purposes of this Instrument, it is a question of fact as to whether 
a director of an issuer is independent. 
(2)	A director of an issuer is not independent in connection with a 
transaction if the director 
(a)	is an interested party in the transaction,
(b)	is currently, or has been at any time during the 12 months before 
the date the transaction is agreed to, an employee, associated 
entity or issuer insider of an interested party, or of an affiliated 
entity of an interested party, other than solely in his or her 
capacity as a director of the issuer,
(c)	is currently, or has been at any time during the 12 months before 
the date the transaction is agreed to, an adviser to an interested 
party in connection with the transaction, or an employee, 
associated entity or issuer insider of an adviser to an interested 
party in connection with the transaction, or of an affiliated entity 
of such an adviser, other than solely in his or her capacity as a 
director of the issuer, 
(d)	has a material financial interest in an interested party or an 
affiliated entity of an interested party, or
(e)	would reasonably be expected to receive a benefit as a 
consequence of the transaction that is not also available on a pro 
rata basis to the general body of holders in Canada of offeree 
securities or affected securities, including, without limitation, the 
opportunity to obtain a financial interest in an interested party, an 
affiliated entity of an interested party, the issuer or a successor to 
the business of the issuer. 
(3)	A member of an independent committee for a transaction to which this 
Instrument applies shall not receive any payment or other benefit from 
an issuer, an interested party or a successor to any of them that is 
contingent upon the completion of the transaction.
(4)	For the purposes of this section, in the case of an issuer bid, a director of 
the issuer is not, by that fact alone, not independent of the issuer.
PART 8	MINORITY APPROVAL
8.1	General
(1)	If minority approval is required for a business combination or related 
party transaction, it shall be obtained from the holders of every class of 
affected securities of the issuer, in each case voting separately as a class.
(2)	In determining minority approval for a business combination or related 
party transaction, an issuer shall exclude the votes attached to affected 
securities that, to the knowledge of the issuer or any interested party or 
their respective directors or senior officers, after reasonable inquiry, are 
beneficially owned or over which control or direction is exercised by
(a)	the issuer,
(b)	an interested party,
(c)	a related party of an interested party, unless the related party 
meets that description solely in its capacity as a director or senior 
officer of one or more persons that are neither interested parties 
nor issuer insiders of the issuer, or
(d)	a joint actor with a person referred to in paragraph (b) or (c) in 
respect of the transaction.
8.2	Second Step Business Combination - Despite subsection 8.1(2), the votes 
attached to securities acquired under a bid may be included as votes in favour 
of a subsequent business combination in determining whether minority 
approval has been obtained if
(a)	the security holder that tendered the securities to the bid was not a 
joint actor with the offeror in respect of the bid, 
(b)	the security holder that tendered the securities to the bid was not
(i)	a direct or indirect party to any connected transaction to the 
bid, or
(ii)	entitled to receive, directly or indirectly, in connection with 
the bid 
(A)	consideration per offeree security that was not 
identical in amount and form to the entitlement of 
the general body of holders in Canada of securities 
of the same class,
(B)	a collateral benefit, or
(C)	consideration for securities of a class of equity 
securities of the issuer if the issuer had more than 
one outstanding class of equity securities, unless that 
consideration was not greater than the entitlement of 
the general body of holders in Canada of every other 
class of equity securities of the issuer in relation to 
the voting and financial participating interests in the 
issuer represented by the respective securities,
(c)	the business combination is being effected by the offeror that 
made the bid, or an affiliated entity of that offeror, and is in 
respect of the securities of the same class for which the bid was 
made and that were not acquired in the bid,
(d)	the business combination is completed no later than 120 days 
after the date of expiry of the bid,
(e)	the consideration per security that the holders of affected 
securities would be entitled to receive in the business combination 
is at least equal in value to and is in the same form as the 
consideration that the tendering security holders were entitled to 
receive in the bid, and
(f)	the disclosure document for the bid
(i)	disclosed that if the offeror acquired securities under the 
bid, the offeror intended to acquire the remainder of the 
securities under a statutory right of acquisition or under a 
business combination that would satisfy the conditions in 
paragraphs (d) and (e),
(ii)	contained a summary of a formal valuation of the securities 
in accordance with the applicable provisions of Part 6, or 
contained the valuation in its entirety, if the offeror in the 
bid was subject to and not exempt from the requirement to 
obtain a formal valuation,
(iii)	stated that the business combination would be subject to 
minority approval,
(iv)	disclosed the number of votes attached to the securities 
that, to the knowledge of the issuer after reasonable 
inquiry, would be required to be excluded in determining 
whether minority approval for the business combination 
had been obtained,
(v)	identified the holders of securities specified in 
subparagraph (iv) and set out their individual holdings,
(vi)	identified each class of securities the holders of which 
would be entitled to vote separately as a class on the 
business combination, 
(vii)	described the expected tax consequences of both the bid 
and the business combination if, at the time the bid was 
made, the tax consequences arising from the business 
combination 
(A)	were reasonably foreseeable to the offeror, and 
(B)	were reasonably expected to be different from the 
tax consequences of tendering to the bid, and
(viii)	disclosed that the tax consequences of the bid and the 
business combination may be different if, at the time the 
bid was made, the offeror could not reasonably foresee the 
tax consequences arising from the business combination.
PART 9	EXEMPTION
9.1	Exemption 
(1)	In Qu‚bec, the securities regulatory authority may grant an exemption to 
this Instrument, in whole or in part, subject to those conditions or 
restrictions as may be imposed in the exemption. This exemption is 
granted under section 263 of the Securities Act (R.S.Q., C. V-1).
(2)	In Ontario, the regulator may grant an exemption to this Instrument, in 
whole or in part, subject to those conditions or restrictions as may be 
imposed in the exemption.
(3)	In Alberta, Manitoba and New Brunswick, the regulator or the securities 
regulatory authority may grant an exemption to this Instrument, in whole 
or in part, subject to those conditions or restrictions as may be imposed 
in the exemption. 
 
(4)	In Manitoba and New Brunswick, an exemption referred to in subsection 
(3) is granted under the statute referred to in Appendix B of National 
Instrument 14-101 Definitions opposite the name of the local 
jurisdiction.
PART 10 EFFECTIVE DATE
10.1	Effective Date - This Instrument comes into force on July 31, 2017.
Alberta Securities Commission
AMENDMENTS TO  
MULTILATERAL INSTRUMENT 11-102 PASSPORT SYSTEM
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 12, 2017 pursuant to 
sections 223 and 224 of the Securities Act.
AMENDMENTS TO  
MULTILATERAL INSTRUMENT 11-102 PASSPORT SYSTEM
1.	Multilateral Instrument 11-102 Passport System is amended by this 
Instrument.
2.	Appendix D is amended by replacing the following row:
 
with the following:
 
.
3.	This Instrument comes into force on July 31, 2017.
 
Alberta Securities Commission
AMENDMENTS TO NATIONAL INSTRUMENT 13-101 SYSTEM FOR 
ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR)
(Securities Act)
Made as a rule by the Alberta Securities Commission on July 12, 2017 pursuant to 
sections 223 and 224 of the Securities Act.
AMENDMENTS TO NATIONAL INSTRUMENT 13-101 SYSTEM FOR 
ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR)
1.	National Instrument 13-101 System for Electronic Document Analysis and 
Retrieval (SEDAR) is amended by this Instrument.
2.	Appendix A - Mandated Electronic Filings, section II Other Issuers 
(Reporting/Non-reporting), under C. Securities Acquisitions is amended by 
replacing item 3. with the following:
3.	Issuer Bid Reports 				Alta, Man, Ont, Que & NB.
3.	Appendix A - Mandated Electronic Filings, section II Other Issuers 
(Reporting/Non-reporting), under D. Going Private and Related Party 
Transactions is amended by replacing items 1. and 2. with the following:
1.	Going Private Transaction Filings	Alta, Man, Ont, Que & NB 
2.	Related Party Transaction Filings	Alta, Man, Ont, Que & NB.
4.	Appendix A - Mandated Electronic Filings, section III Third Party Filers is 
amended by replacing item 5. with the following:
5.	Take-over Bid Reports			Alta, Man, Ont, Que & NB.
5.	This Instrument comes into force on July 31, 2017.
Service Alberta
Notice of Intent to Dissolve
(Cooperatives Act)
Seeds Feeds and Needs Co-operative
Notice is hereby given that a Notice of Intent to Dissolve was issued to Seeds Feeds 
and Needs Co-operative on July 6, 2017.
Dated at Edmonton, Alberta, July 6, 2017.
Dominic Ross, Acting Director of Cooperatives.
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 A.G.C. 
Investments Ltd. on December 16, 2015.
Dated at Edmonton, Alberta on December 16, 2015.
_______________
Notice is hereby given that a Certificate of Intent to Dissolve was issued to Alberta 
Lift and Equipment Rentals Inc. on July 11, 2017.
Dated at Calgary, Alberta on July 11, 2017.
Frank Sur, Gowling WLG (Canada) LLP.
_______________
Notice is hereby given that a Certificate of Intent to Dissolve was issued to Canwest 
Exploration Inc. on December 18, 2015.
Dated at Edmonton, Alberta on December 18, 2015.
Public Sale of Land
(Municipal Government Act)
Municipal District of Greenview No. 16
Notice is hereby given that under the provisions of the Municipal Government Act, 
the Municipal District of Greenview No. 16 will offer for sale, by public auction, in 
the Council Chambers of the Municipal District of Greenview No. 16 Administration 
Building, 4806 - 36 Avenue, Valleyview, Alberta, on Thursday, September 14, 2017, 
at 9:00 a.m., the following lands:
Legal
C of T
Reserve Bid
SE-21-69-6-W6
132075490
$225,000
SW-26-65-21-W5
092142060
$420,000
NW-32-69-23-W5
102282910007
$130,000
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.
These properties are being offered for sale on an "as is, where is" basis, and the 
Municipal District of Greenview No. 16 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 or conditions of sale 
will be considered other than those specified by the Municipal District of Greenview 
No. 16.  No further information is available at the public auction regarding the lands 
to be sold.
The Municipal District of Greenview No. 16 may, after the public auction, become 
the owner of any parcel of land not sold at the public auction.
Terms: 10% down payment at public auction; balance within 30 days of the date of 
the Public Auction.  All payments must be made by Cash or Certified Cheque.
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Dated at Valleyview, Alberta, July 14th, 2017.
Mike Haugen, Chief Administrative Officer.
______________
Town of Elk Point
Notice is hereby given that, under the provisions of the Municipal Government Act, 
the Town of Elk Point will offer for sale, by public auction, to be held at the Town 
Office, 4914-50th Avenue, Elk Point, Alberta, on Wednesday, September 20, 2017, at 
10:00 a.m., the following land:
Lot
Block
Plan
Linc Number
1, 2, 3
01
5389CL
0016 862 427
10
01
5389CL
0016 913 139
15, 16
07
6879ET
0015 969 455
10
01
7921962
0012 665 585
01
35
8421183
0011 158 946

Unit
Plan
Linc Number
3
0724477
0032 415 805
4
0724477
0032 415 813
7
0724477
0032 415 847
10
0724477
0032 415 870
12
0724477
0032 415 896
13
0724477
0032 415 904
14
0724477
0032 415 912
15
0724477
0032 415 920
16
0724477
0032 415 938
19
0724477
0032 415 961
28
0724477
0032 416 050
30
0724477
0032 416 075
34
0724477
0032 416 117
35
0724477
0032 416 125
36
0724477
0032 416 133
37
0724477
0032 416 141
38
0724477
0032 416 159
39
0724477
0032 416 166
40
0724477
0032 416 174
41
0724477
0032 416 182
42
0724477
0032 416 190
43
0724477
0032 416 208
44
0724477
0032 416 216
45
0724477
0032 416 224
46
0724477
0032 416 232
48
0724477
0032 416 258
50
0724477
0032 416 273
51
0724477
0032 416 281
54
0724477
0032 416 315
55
0724477
0032 416 323
57
0724477
0032 416 349
60
0724477
0032 416 372
66
0724477
0032 416 430
67
0724477
0032 416 448
69
0724477
0032 416 463

This parcel will be offered for sale subject to a reserve bid and to the reservations and 
conditions contained in the existing certificate of title.
This property is being offered for sale on an "as is, where is" basis and the Town of 
Elk Point makes no representation and gives no warranty whatsoever as to the 
adequacy of services, soil conditions, land use districting, building and development 
conditions, absence of presence of environmental contamination, or the development 
ability of the subject land for any intended use by the purchaser.
The Town of Elk Point may, after the public auction, become the owner of any parcel 
of land not sold at the public auction.
Terms: Cash or Certified Cheque
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Dated at Elk Point, Alberta, June 29th, 2017.
Ken Gwozdz, Chief Administrator Officer.
______________
Town of Hardisty
Notice is hereby given that, under the provisions of the Municipal Government Act, 
the Town of Hardisty will offer for sale, by public auction, at the Town of Hardisty 
Council Chambers, 4807-49th St., Hardisty, Alberta, on Tuesday, September 12, 2017, 
at 10:00 a.m., the following lands:
Lot
Block
Plan
Title No.
Civic Address
Reserve Bid
3
5
945R
952 180 577
5012-48 Street
$63,320.00
28 pt 29
12
76U
132 109 010
4915-51 Street
$24,100.00
9
14
76U
092 348 312 +1
4936-48 Street
$88,490.00
2
15
5466HW
092 424 530 +1
5109-48 Street
$17,580.00
15
20
6726AJ
902 186 487
4823-50 Street
$77,090.00
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 Town of Hardisty may, after the public auction, become the owner of any parcel 
of land not sold at the public auction.
Terms:  Any property selling for less than $25,000 will be considered a "cash sale" 
and all funds are due and payable via bank draft, certified cheque, VISA, Mastercard, 
Debit Card, or cash the day of purchase. Any property selling over $25,000 will 
require a minimum of 15% down by way of cash, certified cheque, bank draft, VISA, 
Mastercard, or Debit Card immediately preceding the purchase that day. A letter of 
credit must accompany the 15% down from a recognized financial institution for the 
difference indicating that the buyer has been approved for funding in an amount equal 
to or greater than the purchase price. Balance of proceeds to be netted in 30 days. All 
unsightly conditions on these properties will need to be dealt with in 15 days of the 
completed purchase at the new owner's expense. All properties are sold "as is" there 
are no warranties as it relates to the improvements if any on these properties. All new 
owner's will be required to enter into a Sale & Development Agreement with the 
Town of Hardisty prior to Transfer of Title.
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Sandy Otto, CAO 
Town of Hardisty.
______________
Town of Swan Hills
Notice is hereby given that, under the provisions of the Municipal Government Act, 
the Town of Swan Hills will offer for sale, by public auction, in the Municipal Office 
Council Chambers, 5536 Main Street, Swan Hills, Alberta, on Wednesday, September 
27, 2017, at 2:00 p.m., the following lands:
Lot
Block
Plan
Certificate 
of Title
Address
10
21
5486MC
872 098 685
5436 Willock Crescent
27 & 28
15
6366RS
082 264 476
127 Parklane
30
15
6366RS
112 028 185
130 Parklane
51
23
7720332
122 117 569
22 Derrick Crescent
50
23
7720332
102 381 481
20 Derrick Crescent
78
23
7720332
092 109 665
11 Derrick Crescent
32
25
7922608
132 125 100
5 Tressa Street
5
31
9320859
132 089 156
38 Assiniboine Drive
23
15
6366RS
112 090 907
123 Parklane
12
22
7520919
142 089 749
6 Sunset Crescent
7
29
7922608
102 314 682
6 Hollinger
Each parcel will be offered for sale subject to the reserve bid established by the 
municipal council and to the reservations and conditions contained in the existing 
certificate of title.
The properties are being offered for sale on an "as is, where is" basis, and the Town 
of Swan Hills 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 development 
potential 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 the Town of Swan Hills.  No further information is available at the auction 
regarding the lands to be sold.
The Town of Swan Hills may, after the public auction, become the owner of any 
parcel of land not sold at the public auction.
All bidders and their agents must be present at the public auction.
Terms: Cash or certified cheque.  Deposit of 10% of bid at the time of sale and 
balance of 90% within 30 days of receipt by the Town of Swan Hills. 
______________
Village of Duchess
Notice is hereby given that under the provisions of the Municipal Government Act, 
the Village of Duchess will offer for sale, by public auction, in the office of the 
Village of Duchess, 103 2nd Street East, Duchess, Alberta, on Friday, September 15th, 
2017, at 10:00 a.m., the following lands:
Legal Description
Block
Plan
Title Number
Lot  8 & N10ft of 9
3
1868BA
141093951
Lot  44
9
7510177
901112150
The parcels will be offered for sale, subject to a reserve bid and to the reservations 
and conditions contained in the existing certificate of title.
This land is being offered for sale on an "as is, where is" basis, and the Village of 
Duchess makes no representation and gives no warranties whatsoever as to the 
adequacy of services, soil conditions, land use districting, building and development 
conditions, absence or presence of environmental contamination, or the develop 
ability 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 the Village of Duchess.
Terms: Cash, Certified Cheque or Bank Draft, with a minimum 25% deposit at the 
time of sale and the balance within 10 days of date of public auction 
All bidders or their agents must be present at the public auction.
The Village of Duchess may, after the public auction, become the owner of any parcel 
of land that is not sold at public auction.
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Dated at the Village of Duchess, Alberta, July 7, 2017.
Yvonne Cosh, CAO.
______________
Village of Heisler
Notice is hereby given that under the provisions of the Municipal Government Act, 
the Village of Heisler will offer for sale, by public auction, in the Village Office at 
128 Main Street, Heisler, Alberta, on Wednesday, September 20, 2017, at 10:00 a.m., 
the following lands:
Lot
Block
Plan
C. of T.
7, 8, 9
10
7621690
122 365 332
2, 3
7
590BY
812 019 107
The parcels 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 the Village of 
Heisler 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 develop ability of the 
subject land for any intended use by the purchaser.  The successful bidder may be 
required to execute a Sale Agreement in a form and substance acceptable to the 
Village of Heisler.
The Village of Heisler may, after the public auction, become the owner of any parcel 
of land that is not sold at the public auction.
Terms: Full payment by Cash or Certified Cheque at time of sale.
Redemption may be effected by payment of all arrears of taxes and costs at any time 
prior to the sale.
Dated at Heisler, Alberta, July 31, 2017.
Amanda Howell, Chief Administrative Officer 
Village of Heisler.
 
Village of Morrin
Notice is hereby given that under the provisions of the Municipal Government Act, 
the Village of Morrin will offer for sale, by public auction, in the Village Office, at 
205 Main Street, Morrin, Alberta, on Wednesday, September 13, 2017, at 10:00 a.m., 
the following lands:
Lot
Block
Plan
Title
21
3
4945 AP
001 204 700 + 1
15 & 16
2
4110 AJ
971 314 698
11
4
4110 AJ
091 157 417
15
4
4945 AP
151 101 235
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.
Terms: Cash or Certified Cheque.
The Village of Morrin 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 Morrin, Alberta, July 11, 2017.
Annette Plachner, 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 
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A copy of the page containing the notice or advertisement will be emailed 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
August 15
September 25
August 31
October 11


September 15
October 26
September 30
November 10


October 14
November 24
October 31
December 11


November 15
December 26
November 30
January 10


December 15
January 25
December 30
February 9


January 15
February 25
January 31
March 13
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