5 - Ongoing Requirements for Issuers and Insiders

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THE MANITOBA SECURITIES COMMISSION MSC RULE 2005-22 (Section 149.1, The Securities Act) Amendments to National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities PART 1 AMENDMENTS TO NATIONAL INSTRUMENT 51-101 Amendment 1.1 National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities is amended by: (a) in item 3 of section 2.1, striking the phrase except in British Columbia”; (b) repealing section 3.6; (c) other than in British Columbia, in Form 51-101F3, striking the sentence This form does not apply in British Columbia.”; and (d) in British Columbia, adding the form attached as Appendix A. PART 2 EFFECTIVE DATE Effective date 2.1 This amendment is effective September 19, 2005. Citation 2.2 This Instrument may be cited as MSC Rule 2005-22.
Appendix A Form 51-101F3 Report of Management and Directors on Oil And Gas Disclosure This is the form referred to in item 3 of section 2.1 of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities ("NI 51-101"). 1. Terms to which a meaning is ascribed in NI 51-101 have the same meaning in this form. 1 2. The report referred to in item 3 of section 2.1 of NI 51-101 shall in all material respects be as follows: Report of Management and Directors on Reserves Data and Other Information Management of [name of reporting issuer] (the "Company") are responsible for the preparation and disclosure of information with respect to the Companys oil and gas activities in accordance with securities regulatory requirements. This information includes reserves data, which consist of the following: (a)(i) proved and proved plus probable oil and gas reserves estimated as at [last day of the reporting issuers most recently completed financial year] using forecast prices and costs; and (ii) the related estimated future net revenue; and (b) (i) proved oil and gas reserves estimated as at [last day of the reporting issuer's most recently completed financial year] using constant prices and costs; and (ii) the related estimated future net revenue. [An] independent [qualified reserves evaluator[s] or qualified reserves auditor[s]] [has / have] [audited] [evaluated] [and reviewed] the Companys reserves data. The report of the independent [qualified reserves evaluator[s] or qualified reserves auditor[s] ] [is presented below / will be filed with securities regulatory authorities concurrently with this report]. The [Reserves Committee of the] board of directors of the Company has (a) reviewed the Companys procedures for providing information to the independent [qualified reserves evaluator[s] or qualified reserves auditor[s]]; 1 For the convenience of readers, Appendix 1 to Companion Policy 51-101CP sets out the meanings of terms that are printed in italics in sections 1 and 2 of this Form or in NI 51-101, Form 51-101F1, Form 51-101F2 or the Companion Policy.
(b) met with the independent [qualified reserves evaluator[s] or qualified reserves auditor[s]] to determine whether any restrictions affected the ability of the independent [qualified reserves evaluator[s] or qualified reserves auditor[s]] to report without reservation [and, because of the proposal to change the independent [qualified reserves evaluator[s] or qualified reserves auditor[s]], to inquire whether there had been disputes between the previous independent [qualified reserves evaluator[s] or qualified reserves auditor[s] and management]; and (c) reviewed the reserves data with management and the independent [qualified reserves evaluator[s] or qualified reserves auditor[s]]. The [Reserves Committee of the] board of directors has reviewed the Companys procedures for assembling and reporting other information associated with oil and gas activities and has reviewed that information with management. The board of directors has [, on the recommendation of the Reserves Committee,] approved (a) the content and filing with securities regulatory authorities of the reserves data and other oil and gas information; (b) the filing of the report of the independent [qualified reserves evaluator[s] or qualified reserves auditor[s]] on the reserves data; and (c) the content and filing of this report. Because the reserves data are based on judgements regarding future events, actual results will vary and the variations may be material. [signature, name and title of chief executive officer] [signature, name and title of a senior officer other than the chief executive officer] [signature, name of a director] [signature, name of a director] [Date]
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