Form 45-106F1 Report of Exempt Distribution This is the form required under section 6.1 of National Instrument 45-106 for a report of exempt distribution. Issuer/underwriter information Item 1: State the full name of the issuer of the security distributed and the address and telephone number of its head office. If the issuer of the security distributed is an investment fund, state the name of the fund as the issuer, and provide the full name of the manager of the investment fund and the address and telephone number of the head office of the manager. Include the former name of the issuer if its name has changed since last report. If an underwriter is completing this form, also state the full name of the underwriter and the address and telephone number of the head office of the underwriter. Item 2: State whether the issuer is or is not a reporting issuer and, if reporting, each of the jurisdictions in which it is reporting. Item 3: Indicate the industry of the issuer by checking the appropriate box next to one of the industries listed below. Bio-tech Mining Finan cial Services exploration/development investment companies and funds production mortgage investment companies Oil and gas Forestry Real estate Hi-tech Utilities Industrial Other (describe) ______________________________ Details of distribution Item 4: Complete Schedule I to this report. Schedule I is designed to assist in completing the remainder of this report. Item 5: State the distribution date. If the report is being filed for securities distributed on more than one distribution date, state all distribution dates. Item 6: For each security distributed: (a) describe the type of security,
(b) state the total number of securities distributed. If the security is convertible or exchangeable, describe the type of underlying security, the terms of exercise or conversion and any expiry date; and (c) state the exemption(s) relied on. Item 7: Complete the following table for each Canadian and foreign jurisdiction where purchasers of the securities reside. Do not include in this table, securities issued as payment for commissions or finder’s fees disclosed under item 8, below. Total dollar value raised from purchasers in the Each jurisdiction where purchasers Number of Price per security jurisdiction reside purchasers (Canadian $) 1 (Canadian $) Total number of Purchasers Total dollar value of distribution in all jurisdictions (Canadian $) Note 1: If securities are issued at different prices list the highest and lowest price the securities were sold for. Commissions and finder’s fees Item 8: Complete the following table by providing information for each person who has received or will receive compensation in connection with the distribution(s). Compensation includes commissions, discounts or other fees or payments of a similar nature. Do not include payments for services incidental to the distribution, such as clerical, printing, legal or accounting services.
If the securities being issued as compensation are or include convertible securities, such as warrants or options, please add a footnote describing the terms of the convertible securities, including the term and exercise price. Do not include the exercise price of any convertible security in the total dollar value of the compensation unless the securities have been converted. Compensation paid or to be paid (cash and/or securities) Full name and address of Securities the person being Total dollar Cash Number and type Price per Exemption compensated value of (Canadian $) of securities security relied on compensation issued and date of (Canadian $) distribution Item 9: If a distribution is made in Ontario, please include the attached “Authorization of Indirect Collection of Personal Information for Distributions in Ontario”. The “Authorization of Indirect Collection of Personal Information for Distributions in Ontario” is only required to be filed with the Ontario Securities Commission. Certificate On behalf of the [issuer/underwriter], I certify that the statements made in this report are true. Date: Name of [issuer/underwriter] (please print) Print name, title and telephone number of person signing Signature Instruction The person filing the form must complete the bracketed information by deleting the inappropriate word. Item 10: State the name, title and telephone number of the person who may be contacted with respect to any questions regarding the contents of this report, if different than the person signing the certificate. IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS REPORT.
Notice - Collection and use of personal information The personal information required under this form is collected on behalf of and used by the securities regulatory authorities or, where applicable, the regulators under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation. If you have any questions about the collection and use of this information, contact the securities regulatory authority or, where applicable, the regulator in the jurisdiction(s) where the form is filed, at the address(es) listed at the end of this report.
Authorization of Indirect Collection of Personal Information for Distributions in Ontario The attached Schedule I contains personal information of purchasers and details of the distribution(s). The issuer/underwriter hereby confirms that each purchaser listed in Schedule I of this report who is resident in Ontario (a) has been notified by the issuer/underwriter (i) of the delivery to the Ontario Securities Commission of the information pertaining to the person as set out in Schedule I, (ii) that this information is being collected indirectly by the Ontario Securities Commission under the authority granted to it in securities legislation, (iii) that this information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario, and (iv) of the title, business address and business telephone number of the public official in Ontario, as set out in this report, who can answer questions about the Ontario Securities Commission’s indirect collection of the information, and (b) has authorized the indirect collection of the information by the Ontario Securities Commission.
Schedule I Complete the following table. For reports filed under sub-section 6.1(1)(j) (TSX Venture Exchange offering) of National Instrument 45-106 the following table only needs to list the total number of purchasers by jurisdiction instead of including the name, residential address and telephone number of each purchaser. Do not include in this table, securities issued as payment of commissions or finder’s fees disclosed under item 8 of this report. The information in this schedule will not be placed on the public file of any securities regulatory authority or, where applicable, regulator. However, freedom of information legislation in certain jurisdictions may require the securities regulatory authority or, where applicable, regulator to make this information available if requested. Full name, residential address Total purchase and telephone number of Number and type of price Exemption Date of purchaser securities purchased (Canadian $) relied on distribution
Instructions: 1. References to a purchaser in this report are to the beneficial owner of the securities. 2. File this report and the applicable fee in each jurisdiction in which a distribution is made at the addresses listed at the end of this report. If the distribution is made in more than one jurisdiction, the issuer/underwriter must complete a single report identifying all purchasers and file that report in each of the jurisdictions in which the distribution is made. Filing fees associated with the filing of the report are not affected by identifying all purchasers in a single report. 3. If the space provided for any answer is insufficient, additional sheets may be used and must be cross-referenced to the relevant part and properly identified and signed by the person whose signature appears on the report. 4. One report may be used for multiple distributions occurring within 10 days of each other provided that the report is filed on or before the 10 th day following the first of such distributions. 5. The information in items 5, 6, and 7 must reconcile with the information in Schedule I of Form 45-106F1. All dollar amounts must be in Canadian dollars. 6. In order to determine the applicable fee, consult the securities legislation of each jurisdiction in which a distribution is made. 7. This report must be filed in English or in French. In Québec, the issuer/underwriter must comply with linguistic obligations and rights prescribed by Québec law.
Securities Regulatory Authorities and Regulators British Columbia Securities Commission P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, British Columbia V7Y 1L2 Telephone: (604) 899-6500 Toll free in British Columbia and Alberta 1-800-373-6393 Facsimile: (604) 899-6506 Alberta Securities Commission Suite 600, 250-5th Street SW Calgary, Alberta T2P 0R4 Telephone: (403) 297-6454 Facsimile: (403) 297-6156 Saskatchewan Financial Services Commission Suite 601 - 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: (306) 787-5879 Facsimile: (306) 787-5899 The Manitoba Securities Commission 500 – 400 St Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: (204) 945-2548 Toll free in Manitoba 1-800-655-5244 Facsimile: (204) 945-0330 Ontario Securities Commission Suite 1903, Box 55 20 Queen Street West Toronto, Ontario M5H 3S8 Telephone: (416) 593- 8314 Toll free in Canada: 1-877-785-1555 Facsimile: (416) 593-8122 Public official contact regarding indirect collection of information: Administrative Support Clerk Telephone (416) 593-3684 Autorité des marchés financiers 800, Square Victoria, 22e étage C.P. 246, Tour de la Bourse Montréal, Québec H4Z 1G3 Telephone: (514) 395-0337 Or 1-877-525-0337 Facsimile: (514) 873-6155 (For filing purposes only) Facsimile: (514) 864-6381 (For privacy requests only)
New Brunswick Securities Commission 85 Charlotte Street, Suite 300 Saint John, New Brunswick E2L 2J2 Telephone: (506) 658-3060 Toll Free in New Brunswick 1-866-933-2222 Facsimile: (506) 658-3059 Nova Scotia Securities Commission Suite 400, 5251 Duke Street Halifax, Nova Scotia B3J 1P3 Telephone: (902) 424-7768 Facsimile: (902) 424-4625 Prince Edward Island Securities Office 95 Rochford Street, 4 th Floor Shaw Building P.O. Box 2000 Charlottetown, Prince Edward Island C1A 7N8 Telephone: (902) 368-4569 Facsimile: (902) 368-5283 Government of Newfoundland and Labrador Financial Services Regulation Division P.O. Box 8700 Confederation Building 2nd Floor, West Block Prince Philip Drive St. John’s, NFLD A1B 4J6 Attention: Director of Securities Telephone: (709) 729-4189 Facsimile: (709) 729-6187 Government of Yukon Department of Community Services Law Centre, 3rd Floor 2130 Second Avenue Whitehorse, YT Y1A 5H6 Telephone: (867) 667-5314 Facsimile: (867) 393-6251 Government of Northwest Territories Government of the Northwest Territories Office of the Superintendent of Securities P.O. Box 1320 Yellowknife, NT X1A 2L9 Attention: Deputy Superintendent, Legal & Enforcement Telephone: (867) 920-8984 Facsimile: (867) 873-0243
Government of Nunavut Department of Justice Legal Registries Division P.O. Box 1000, Station 570 1st Floor, Brown Building Iqaluit, Nunavut X0A 0H0 Telephone: (867) 975-6590 Facsimile: (867) 975-6594
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