AMENDMENT TO COMPANION POLICY 45-103CP TO MULTILATERAL INSTRUMENT 45-103 CAPITAL RAISING EXEMPTIONS PART 1 AMENDMENTS 1.1. Amendments (1) Companion Policy 45-103CP to Multilateral Instrument 45-103 Capital Raising Exemptions is amended by this Amendment. (2) Section 4.1 is amended by: (a) striking out “Newfoundland and Labrador,” after “Eligibility criteria in Alberta, Manitoba” in the section heading, (b) striking out “except British Columbia and Nova Scotia” after “Each of the jurisdictions,” in the first paragraph and substituting “except British Columbia, Nova Scotia, and Newfoundland and Labrador”, and (c) striking out “Newfoundland and Labrador” in the sixth sentence of the third paragraph. (3) Section 4.2 is amended by adding “Newfoundland and Labrador” after “British Columbia and Nova Scotia”. (4) Section 4.3 is repealed and the following is substituted: There are two forms of offering memorandum: Form 45-103F2, which may be used by qualifying issuers, and Form 45-103F1, which must be used by all other issuers. Form 45-103F2 permits qualifying issuers to incorporate by reference their annual information form (AIF), management's discussion and analysis (MD&A), annual financial statements and subsequent specified continuous disclosure documents required under National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102"). A qualifying issuer is a reporting issuer that has filed an AIF under NI 51-102 and has met all of its other continuous disclosure obligations, including those in NI 51-102, National Instrument 43-101 Standards of Disclosure for Mineral Projects and National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities. Under NI 51-102, venture issuers are not required to file AIFs. However, if a venture issuer wants to use Form 45-103F2, the venture issuer must voluntarily file an AIF under NI 51-102 in order that it can incorporate that annual information form into its offering memorandum.
2 PART 2 EFFECTIVE DATE 2.1 Effective Date This Amendment comes into force on March 30, 2004. 2
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