Archived Notices, Instruments, Rules and Policies

NATIONAL INSTRUMENT 45-102 RESALE OF SECURITIES

TABLE OF CONTENTS (incorporating amendments of September 14, 2005)

PART TITLE PAGE PART 1 DEFINITIONS 1 1.1 Definitions 1 PART 2 FIRST TRADE 3 2.1 Application 3 2.2 Removal of Resale Provisions 3 2.3 Section 2.5 Applies 3 2.4 Section 2.6 Applies 3 2.5 Restricted Period 3 2.6 Seasoning Period 4 2.7 Exemption for a Trade if the Issuer Becomes a Reporting 5 Issuer After the Distribution Date 2.8 Exemption for a Trade by a Control Person 5 2.9 Determining Time Periods 6 2.10 Exemption for a Trade in an Underlying Security if the 7 Convertible Security, Exchangeable Security or Multiple Convertible Security is Qualified by a Prospectus 2.11 Exemption for a Trade in a Security Acquired in a Take- 7 over Bid or Issuer Bid 2.12 Exemption for a Trade in an Underlying Security if the 7 Convertible Security, Exchangeable Security or Multiple Convertible Security is Qualified by a Securities Exchange Take-over Bid Circular or Issuer Bid Circular 2.13 Trades by Underwriters 8 2.14 First Trades in Securities of a Non-Reporting Issuer 8 Distributed under a Prospectus Exemption

PART 3 EXEMPTION 3.1 Exemption PART 4 EFFECTIVE DATE 4.1 Effective Date APPENDIX A APPENDIX B APPENDIX C APPENDIX D APPENDIX E APPENDIX F FORM 45-102F1

9 9 9 9 10 12 13 14 20 26 28

NATIONAL INSTRUMENT 45-102 RESALE OF SECURITIES

(incorporating amendments of September 14, 2005) PART 1 DEFINITIONS 1.1 Definitions - In this Instrument "control distribution" means a trade described in the provisions of securities legislation listed in Appendix A;

"convertible security" means a security of an issuer that is convertible into, or carries the right of the holder to purchase or otherwise acquire, or of the issuer to cause the purchase or acquisition of, a security of the same issuer;

"distribution date" means (a) in respect of a trade that is not a control distribution, the date the security that is the subject of the trade was distributed in reliance on an exemption from the prospectus requirement by the issuer or, in the case of a control distribution, by the selling security holder,

(b) in respect of a trade that is a control distribution, the date the security that is the subject of the trade was acquired by the selling security holder,

(c) in respect of a trade of an underlying security that is not a control distribution, the date the convertible security, exchangeable security or multiple convertible security that, directly or indirectly, entitled or required the holder to acquire the underlying security was distributed in reliance on an exemption from the prospectus requirement by the issuer or, in the case of a control distribution, by the selling security holder, or

(d) in respect of a trade of an underlying security that is a control distribution, the date the convertible security, exchangeable security or multiple convertible security that, directly or indirectly, entitled or required the holder to acquire the underlying security was acquired by the selling security holder;

"exchangeable security" means a security of an issuer that is exchangeable for, or carries the right of the holder to purchase or otherwise acquire, or of the issuer to cause the purchase or acquisition of, a security of another issuer;

“MI 45-102” means Multilateral Instrument 45-102 Resale of Securities that came into force on March 30, 2004;

“MI 45-103” means Multilateral Instrument 45-103 Capital Raising Exemptions that came into force on June 6, 2003;

- 2 -“MI 45-105” means Multilateral Instrument 45-105 Trades to Employees, Senior Officers, Directors, and Consultants Exemptions that came into force on August 15, 2003;

"multiple convertible security" means a security of an issuer that is convertible into, or exchangeable for, or carries the right of the holder to purchase or otherwise acquire, or of the issuer to cause the purchase or acquisition of, a convertible security, an exchangeable security or another multiple convertible security;

“NI 45-106” means National Instrument 45-106 Prospectus and Registration Exemptions; "private company" has the same meaning as in securities legislation; "private issuer" means, as the context requires, (a) a private issuer as defined in securities legislation, (b) a private issuer as defined in NI 45-106, or (c) in Ontariofor purposes of the definition of private issuer as it existed in 1998 OSC Rule 45-501 (as defined in the Ontario transitional provisions in Appendix D) prior to its repeal on November 30, 2001, a person that

(i) is not a reporting issuer or a mutual fund, (ii) is an issuer all of whose issued and outstanding shares (A) are subject to restrictions on transfer contained in the constating documents of the issuer or one or more agreements among the issuer and the holders of its securities; and

(B) are beneficially owned, directly or indirectly, by not more than 50 persons or companies counting any two or more joint registered holders as one beneficial owner, exclusive of persons

(I) that are employed by the issuer or an affiliated entity of the issuer, or

(II) that beneficially owned, directly or indirectly, shares of the issuer while employed by it or an affiliated entity of it and at all times since ceasing to be so employed have continued to beneficially own, directly or indirectly, at least one share of the issuer, and

(iii) has not distributed any securities to the public;

- 3 -"SEDAR" has the same meaning as in National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR);

“trade”, in Quebec, has the same meaning as in NI 45-106; and "underlying security" means a security issued or transferred, or to be issued or transferred, in accordance with the terms of a convertible security, an exchangeable security or a multiple convertible security.

PART 2 FIRST TRADES 2.1 Application - In Manitoba and Yukon, sections 2.2 to 2.7 and 2.10 to 2.14 do not apply. 2.2 Removal of Resale Provisions - In Newfoundland and Labrador, Nova Scotia and Ontario, the provisions in securities legislation listed in Appendix C, respectively, do not apply.

2.3 Section 2.5 Applies - If a security was distributed under any of the provisions listed in Appendix D, the first trade of that security is subject to section 2.5.

2.4 Section 2.6 Applies - If a security was distributed under any of the provisions listed in Appendix E, the first trade of that security is subject to section 2.6.

2.5 Restricted Period (1) Unless the conditions in subsection (2) are satisfied, a trade that is specified by section 2.3 or other securities legislation to be subject to this section is a distribution.

(2) Subject to subsection (3), for the purposes of subsection (1) the conditions are: 1. The issuer is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade.

2. At least four months have elapsed from the distribution date. 3. If the distribution date is on or after March 30, 2004, or on or after [insert effective date of NI 45-106] in Quebec, and (a) the issuer is a reporting issuer on the distribution date, the certificate representing the security carries a legend, or an ownership statement issued under a direct registration system or other electronic book-entry system acceptable to the regulator and, in Quebec, the securities regulatory authority, bears a legend restriction notation, stating:

"Unless permitted under securities legislation, the holder of this security must not trade the security before [insert the date that is 4 months and a day after the distribution date]."

- 4 ­or

(b) the issuer is not a reporting issuer on the distribution date, the certificate representing the security carries a legend, or an ownership statement issued under a direct registration system or other electronic book-entry system acceptable to the regulator and, in Quebec, the securities regulatory authority, bears a legend restriction notation, stating:

"Unless permitted under securities legislation, the holder of this security must not trade the security before the date that is 4 months and a day after the later of (i) [insert the distribution date], and (ii) the date the issuer became a reporting issuer in any province or territory."

4. The trade is not a control distribution. 5. No unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade.

6. No extraordinary commission or consideration is paid to a person or company in respect of the trade.

7. If the selling security holder is an insider or officer of the issuer, the selling security holder has no reasonable grounds to believe that the issuer is in default of securities legislation.

(3) Item 3.(a) of subsection (2) does not apply to a trade of an underlying security if the certificate representing the underlying security or the ownership statement issued under a direct registration book-entry system or other electronic system acceptable to the regulator and, in Quebec, the securities regulatory authority, is issued at least four months after the distribution date.

2.6 Seasoning Period (1) Unless the conditions in subsection (3) are satisfied, a trade that is specified by section 2.4 or other securities legislation to be subject to this section is a distribution.

(2) The first trade of securities issued by a private company or private issuer made after the issuer has ceased to be a private company or private issuer is a distribution unless the conditions in subsection (3) are satisfied.

(3) For the purposes of subsections (1) and (2), the conditions are: 1. The issuer is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade.

2. The trade is not a control distribution.

- 5 -3. No unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade.

4. No extraordinary commission or consideration is paid to a person or company in respect of the trade.

5. If the selling security holder is an insider or officer of the issuer, the selling security holder has no reasonable grounds to believe that the issuer is in default of securities legislation.

2.7 Exemption for a Trade if the Issuer Becomes a Reporting Issuer After the Distribution Date - Item 1 of subsection 2.5(2), 2.6(3) or 2.8(2) does not apply if the issuer became a reporting issuer after the distribution date by filing a prospectus in a jurisdiction listed in Appendix B and is a reporting issuer in a jurisdiction of Canada at the time of the trade.

2.8 Exemption for a Trade by a Control Person (1) The prospectus requirement does not apply to a control distribution, or a distribution by a lender, pledgee, mortgagee or other encumbrancer for the purpose of liquidating a debt made in good faith by selling or offering for sale a security pledged, mortgaged or otherwise encumbered in good faith as collateral for the debt if the security was acquired by the lender, pledgee, mortgagee or other encumbrancer in a control distribution, if the conditions in subsection (2) are satisfied.

(2) For the purposes of subsection (1), the conditions are: 1. The issuer is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade.

2. The selling security holder, or the lender, pledgee, mortgagee or other encumbrancer if the distribution is for the purpose of liquidating a debt, has held the securities for at least four months.

3. No unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade.

4. No extraordinary commission or consideration is paid to a person or company in respect of the trade.

5. The selling security holder has no reasonable grounds to believe that the issuer is in default of securities legislation.

(3) The selling security holder, or the lender, pledgee, mortgagee or other encumbrancer if the distribution is for the purpose of liquidating a debt, under subsection (2) must

(a) sign Form 45-102F1 no earlier than one business day before the form is filed;

- 6 -(b) file Form 45-102F1 on SEDAR at least seven days before the first trade of the securities that is part of the distribution; and

(c) file, within three days after the completion of any trade, an insider report prepared in accordance with either Form 55-102F2 or Form 55-102F6 under National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI).

(4) A Form 45-102F1 filed under subsection (3) expires thirty days from the date the form was filed.

2.9 Determining Time Periods (1) In determining the period of time that an issuer was a reporting issuer in a jurisdiction of Canada for the purposes of section 2.5, 2.6 or 2.8, if the issuer was a party to an amalgamation, merger, continuation or arrangement, the selling security holder may include the period of time that one of the parties to the amalgamation, merger, continuation or arrangement was a reporting issuer in a jurisdiction of Canada immediately before the amalgamation, merger, continuation or arrangement.

(2) In determining the period of time that a selling security holder has held a security for the purposes of section 2.5 or 2.8, if the selling security holder acquired the security from an affiliate of the selling security holder, the selling security holder may include the period of time that the affiliate held the security.

(3) In determining the period of time that a selling security holder has held an underlying security for the purposes of section 2.8, the selling security holder may include the period of time the selling security holder held the convertible security, exchangeable security or multiple convertible security.

(4) In determining the period of time that a lender, pledgee, mortgagee or other encumbrancer has held a security under item 2 of subsection 2.8(2), the selling security holder may include the period of time the debtor held the security.

(5) In determining the period of time that a lender, pledgee, mortgagee or other encumbrancer has held an underlying security under item 2 of subsection 2.8(2), the selling security holder may include the period of time the debtor held the convertible security, exchangeable security or multiple convertible security.

- 7 - 2.10 Exemption for a Trade in an Underlying Security if the Convertible Security, Exchangeable Security or Multiple Convertible Security is Qualified by a Prospectus - Section 2.6 does not apply to a trade in an underlying security issued or transferred under the terms of a convertible security, exchangeable security or multiple convertible security if

(a) a receipt was obtained for a prospectus qualifying the distribution of the convertible security, exchangeable security or multiple convertible security;

(b) the trade is not a control distribution; and (c) the issuer of the underlying security is a reporting issuer at the time of the trade.

2.11 Exemption for a Trade in a Security Acquired in a Take-over Bid or Issuer Bid - Section 2.6 does not apply to a trade of a security of an offeror if

(a) a securities exchange take-over bid circular or securities exchange issuer bid circular relating to the distribution of the security was filed by the offeror on SEDAR;

(b) the trade is not a control distribution; and (c) the offeror was a reporting issuer on the date the securities of the offeree issuer were first taken up under the take-over bid or issuer bid.

2.12 Exemption for a Trade in an Underlying Security if the Convertible Security, Exchangeable Security or Multiple Convertible Security is Qualified by a Securities Exchange Take-over Bid Circular or Issuer Bid Circular - Section 2.6 does not apply to a trade in an underlying security issued or transferred under the terms of a convertible security, exchangeable security or multiple convertible security if

(a) a securities exchange take-over bid circular or a securities exchange issuer bid circular relating to the distribution of the convertible security, exchangeable security or multiple convertible security was filed by the offeror on SEDAR;

(b) the trade is not a control distribution; (c) the offeror was a reporting issuer on the date the securities of the offeree issuer were first taken up under the take-over bid or issuer bid; and

(d) the issuer of the underlying security is a reporting issuer at the time of the trade.

- 8 -2.13 Trades by Underwriters - A trade by an underwriter of securities distributed under any of the provisions listed in Appendix F is a distribution.

2.14 First Trades in Securities of a Non-Reporting Issuer Distributed under a Prospectus Exemption

(1) The prospectus requirement does not apply to the first trade of a security distributed under an exemption from the prospectus requirement if

(a) the issuer of the security (i) was not a reporting issuer in any jurisdiction of Canada at the distribution date, or

(ii) is not a reporting issuer in any jurisdiction of Canada at the date of the trade;

(b) at the distribution date, after giving effect to the issue of the security and any other securities of the same class or series that were issued at the same time as or as part of the same distribution as the security, residents of Canada

(i) did not own directly or indirectly more than 10 percent of the outstanding securities of the class or series, and

(ii) did not represent in number more than 10 percent of the total number of owners directly or indirectly of securities of the class or series; and

(c) the trade is made (i) through an exchange, or a market, outside of Canada, or (iii) to a person or company outside of Canada. (2) The prospectus requirement does not apply to the first trade of an underlying security if

(a) the convertible security, exchangeable security or multiple convertible security that, directly or indirectly, entitled or required the holder to acquire the underlying security was distributed under an exemption from the prospectus requirement;

(b) the issuer of the underlying security (i) was not a reporting issuer in any jurisdiction of Canada at the distribution date of the convertible security, exchangeable security or multiple convertible security, or

- 9 -(ii) is not a reporting issuer in any jurisdiction of Canada at the date of the trade;

(c) the conditions in paragraph (1)(b) would have been satisfied for the underlying security at the time of the initial distribution of the convertible security, exchangeable security or multiple convertible security; and

(d) the condition in paragraph (1)(c) is satisfied. PART 3 EXEMPTION 3.1 Exemption (1) The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

(2) Despite subsection (1), in Ontario, only the regulator may grant such an exemption. (3) In Quebec, this exemption is granted pursuant to section 263 of the Securities Act (R.S.Q., c. V-V-1.1).

PART 4 EFFECTIVE DATE 4.1 Effective Date - This Instrument comes into force on March 30, 2004.

- 10 -APPENDIX A TO NATIONAL INSTRUMENT 45-102 RESALE OF SECURITIES

CONTROL DISTRIBUTIONS JURISDICTION SECURITIES LEGISLATION REFERENCE Alberta Definition of "control person" in section 1(l) and subclause (iii) of the definition of "distribution" contained in section 1(p) of the Securities Act (Alberta)

British Columbia Paragraph (c) of the definition of "distribution" contained in section 1(1) of the Securities Act (British Columbia)

Manitoba Paragraph (b) of the definition of "primary distribution to the public" contained in subsection 1(1) of the Securities Act (Manitoba)

Newfoundland and Clause 2(1)(l)(iii) of the Securities Act (Newfoundland and Labrador Labrador) New Brunswick Definition of “control person” and clause (c) of the definition of “distribution” contained in subsection 1(1) of the Securities Act (New Brunswick)

Northwest Definition of "control person" and paragraph (iii) of the Territories definition of "distribution" contained in subsection 1(1) of Blanket Order No. 1 of the Registrar of Securities.

Nova Scotia Clause 2(1)(l)(iii) of the Securities Act (Nova Scotia) Nunavut Definition of "control person" and paragraph (iii) of the definition of "distribution" contained in subsection 1(1) of Blanket Order No. 1 of the Registrar of Securities.

Ontario Paragraph (c) of the definition of "distribution" contained in subsection 1(1) of the Securities Act (Ontario)

Prince Edward Island Clause (iii) of the definition of "distribution" in section 1 of the Securities Act (Prince Edward Island)

Quebec Paragraph 9 of the definition of “distribution” contained in section 5 of the Securities Act (Quebec)

- 11 -Saskatchewan Subclauses 2(1)(r)(iii), (iv) and (v) of The Securities Act, 1988 (Saskatchewan)

- 12 -APPENDIX B TO NATIONAL INSTRUMENT 45-102 RESALE OF SECURITIES

REPORTING ISSUER JURISDICTIONS Alberta British Columbia Manitoba Nova Scotia Ontario Quebec Saskatchewan

- 13 -APPENDIX C TO NATIONAL INSTRUMENT 45-102 RESALE OF SECURITIES

NON-APPLICABLE RESALE PROVISIONS (Section 2.2)

JURISDICTION SECURITIES LEGISLATION REFERENCE Newfoundland and Labrador Clause 54(5)(a), subsections 54(7), 54(9), 54(10), 73(4), 73(5), 73(6) as it relates to clause 72(1)(r), 73(7) but not as it relates to subsection 54(6) and 54(7), 73(12), 73(18), 73(19) and 73(24) of the Securities Act (Newfoundland and Labrador)

Nova Scotia Subsections 77(5), 77(6), 77(7), 77(7A), 77(7B), 77(8), 77(9), 77(10)(a) and 77(11) of the Securities Act (Nova Scotia)

Ontario Subsections 72(4), 72(5), 72(6) as it relates to clause 72(1)(r), and 72(7) of the Securities Act (Ontario)

- 14 -APPENDIX D TO NATIONAL INSTRUMENT 45-102 RESALE OF SECURITIES

RESTRICTED PERIOD TRADES (Section 2.3)

Except in Manitoba and the Yukon, the following exemptions from the prospectus requirement in NI 45-106: • subsection 2.3(2) [Accredited investor] • subsection 2.5(2) [Family, friends and business associates] (except in Ontario) • subsection 2.7(2) [Founder, control person and family] (Ontario) • subsection 2.8(2) [Affiliates] • subsection 2.9(3) [Offering memorandum] (in British Columbia, New Brunswick, Nova Scotia, and Newfoundland and Labrador) • subsection 2.9(5) [Offering memorandum] (in Alberta, Manitoba, Northwest Territories, Nunavut, Prince Edward Island, Quebec and Saskatchewan) • subsection 2.10(2) [Minimum amount investment] • subsection 2.12(2) [Asset acquisition] • subsection 2.13(2) [Petroleum, natural gas and mining properties] • subsection 2.14(2) [Securities for debt] • subsection 2.19(2) [Additional investment in investment funds] • subsection 2.30(2) [Isolated trade by issuer] • subsection 2.40(2) [RRSP/RRIF], if the security acquired under section 2.40 was initially acquired by an individual or an associate of the individual or an RRSP or RRIF established for or by that individual or under which that individual is a beneficiary under (a) one of the exemptions listed above, (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of this Instrument, or (c) an exemption from the prospectus requirement that specified prior to the [insert effective date of NI 45-106] that the first trade was subject to section 2.5 of MI 45-102 • subsection 2.42(3) [Conversion, exchange or exercise] if the security acquired in the circumstances referred to in clause (a) of subsection 2.42(1) was acquired in accordance with the terms and conditions of a previously issued security under (a) one of the exemptions listed above, (b) an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of this Instrument, or (c) an exemption from the prospectus requirement that specified prior to the [insert effective date of NI 45-106] that the first trade was subject to section 2.5 of MI 45-102 • section 5.2 [TSX Venture exchange offering], if the security acquired under section 5.2 was acquired by (a) a purchaser that, at the time the security was acquired, was an insider or

- 15 ­promoter of the issuer of the security, the issuer’s underwriter, or a member of the underwriter’s “professional group” (as defined in National Instrument 33-105 Underwriting Conflicts), or

(b) any other purchaser who purchases securities in excess of $40,000 as well as the following local exemptions from the prospectus requirement: • section 3.1 of Alberta Securities Commission Rule 72-501 Distributions to Purchasers Outside Alberta

• clauses 77(1)(u) and (w) and subclauses 77(1)(ab)(ii) and (iii) of the Securities Act (Nova Scotia)

• an exemption from the prospectus requirement in a jurisdiction of Canada that specifies that the first trade is subject to section 2.5 of NI 45-102