The information called for by the following Table shall be given, in substantially the tabular form indicated, on the first page of the prospectus as to all securities being offered for cash (estimate amounts, if necessary).

1. Only commissions paid or payable in cash or discounts granted by the issuer or selling security holder and mark-ups by whomever paid are to be included in the table. Commissions or other consideration paid or payable in cash or otherwise by other persons and consideration other than discounts granted and other than cash paid or payable by the issuer or selling security holder, except mark-ups, shall be set out following the table with a reference thereto in the second column of the table. Any finder's fee or similar payments shall be appropriately disclosed.
   
   
2. The table should set out separately those securities which are underwritten, those under option and those to be sold on a "best efforts" basis.
   
   
3. If the presentation of information in the form contemplated herein results in unnecessary complication, the tabular form may, with the consent of the Executive Director, be varied.
   
   
4. If it is impracticable to state the offering price, the method by which it is to be determined shall be explained. In addition, if the securities are to be offered at the market, indicate the market involved and the market price as of the latest practicable date.
   
   
5. If any of the securities offered are to be offered for the account of existing security holders, refer on the first page of the prospectus to the information called for by Instruction 4 to Item 26. State the portion of the expenses of distribution to be borne by the selling security holder. State that the securities of the selling security holder will not be sold until distribution of the issuer's securities is completed.
   
   
6. If debt securities are to be offered at a premium or a discount, state in bold face type the effective yield if held to maturity.

1. All that is required as to the nature of the underwriters' obligation is whether the underwriters are or will be committed to take up and pay for all of the securities if any are taken up, or whether the underwriting is merely an agency or "best efforts" arrangement under which the underwriters are required to take up and pay for only such securities as they may sell.
   
   
2. Describe the options, stating the material provisions including:
   
   (i) the designation and number of the securities called for by such options;
   
   (ii) the purchase prices of the securities called for and the expiration dates of such options; and
   
   (iii) the market value of the securities called for by such options as of the latest practicable date.
   
   
3. Where an underwriting is subject to a "market out" clause, a statement in the prospectus under Plan of Distribution should be made with respect to the "market out" clause.
   
   A sample paragraph is as follows:
   
   Plan of Distribution:
   
   "Under an agreement dated __________ 19 ___ between the issuer and __________ as underwriter, the issuer has agreed to sell and the underwriter has agreed to purchase on __________ 19 __ the __________ at a price of $ __________, payable in cash to the issuer against delivery. The obligations of the underwriter under the agreement may be terminated at its discretion on the basis of its assessment of the state of the financial markets and may also be terminated upon the occurrence of certain stated events. The underwriter is however, obligated to take up and pay for all of the __________ if any of the __________ are purchased under the agreement."
   
   
4. Where a minimum subscription is required by the Executive Director, which will normally be that amount which together with uncommitted funds on hand will suffice to finance the minimum program disclosed in the prospectus plus the issuer's estimated administration costs over the ensuing current period then:
   
   (a) All funds raised during the 180 days must be deposited in an account at a bank or trust company designated as a trust account until the full minimum amount has been received.
   
   (b) An agreement must be entered into with the trustee of such trust account whereby the trustee undertakes:
   
   (i) where within the 180-day period the minimum subscription has been received, to release the subscription funds to the issuer and to notify the Executive Director of such release; and
   
   (ii) where the minimum amount is not raised within the 180-day period to refund the subscription in full with interest accruing thereon to the shareholders.
   
   
5. The Executive Director contemplates granting no extension for a minimum subscription beyond the 180-day period.

Where no bonafide market exists, or will exist after the distribution, state in bold face type on the first page: "There is no market through which these securities may be sold". Disclose how the price paid to the issuer was established, whether by negotiation with the underwriter, arbitrarily by the issuer, or otherwise.

Give a synopsis near the beginning of the prospectus of that information in the body of the prospectus which in the opinion of the issuer or selling security holder would be most likely to influence the investor's decision to purchase the security.

1. This summary should highlight in condensed from the information, both favourable and adverse, including risk factors in item 10, particularly pertinent to a decision to purchase the securities offered, including information about both the issuer and the securities.
   
   
2. Appropriate cross references may be made to items in the prospectus where information is difficult to summarize accurately, but this shall not detract from the necessity to have the salient points summarized in the summary.

1. Statements as to the principal purposes to which the proceeds are to be applied are to be reasonably specific although details of the particulars of proposed expenditures are not to be given except as otherwise required hereunder. The phrase "for general corporate purposes" is, in most cases, not sufficient. Specify whether unallocated funds will be placed in a trust or escrow account, invested or added to the working capital of the issuer. Give details of the arrangements made for, and the persons responsible for the supervision of the trust or escrow account or the investments of unallocated funds and the investment policy to be followed. Where the unallocated funds are to be added to working capital, indicate the reason for doing so.
   
   
2. Where a minimum subscription is required by the Executive Director a separate columnar allocation of this minimum amount of proceeds shall be shown in addition to a columnar allocation of the maximum amount proposed to be raised by this prospectus.
   
   
3. Include a statement regarding the proposed use of the actual proceeds if they should prove insufficient to accomplish the purposes set out, and the order of priority in which they will be applied. However, the statement need not be made if the underwriting arrangements are such that, if any securities are sold, it can be reasonably expected that the actual proceeds of the issue will not be substantially less than the estimated aggregate proceeds to the issuer as shown under item 1.
   
   
4. If any material amount of other funds are to be used in conjunction with the proceeds, state the amounts and sources of the other funds. If any material part of the proceeds is to be used to reduce or retire indebtedness, this item is to be answered as to the use of the proceeds of that indebtedness if the indebtedness was incurred within the two preceding years.
   
   
5. If any material amount of the proceeds is to be used directly or indirectly to acquire assets, otherwise than in the ordinary course of business, briefly describe the assets, and, where known, the particulars of the purchase price being paid for or being allocated to the respective categories of assets (including intangible assets) that are being acquired and, where practicable and meaningful, give name of the person from whom the assets are to be acquired. State the cost of the assets to the issuer and the principle followed in determining the cost. State briefly the nature of the title to or interest in the assets to be acquired by the issuer. If any part of the consideration for the acquisition of any of the assets consists of securities of the issuer, give brief particulars of the designation, number or amount, voting rights (if any) and other appropriate information relating to the class of securities, including particulars of any allotment or issuance of any such securities within the two preceding years.

If any of the securities being offered are to be offered otherwise than for cash, state briefly the general purposes of the issue, the basis upon which the securities are to be offered, the amount of compensation paid or payable to any person and any other expenses of distribution, and by whom they are to be borne.

If the offer is to be made pursuant to a plan of acquisition, describe briefly the general effect of the plan and state when it became or is to become operative.

Furnish in substantially the tabular form indicated, or where appropriate in notes thereto:

(1) particulars of the share and loan capital of the issuer;

(2) particulars of the loan capital of each subsidiary of the issuer (other than loan capital owned by the issuer or its wholly-owned subsidiaries) whose financial statements are contained in the prospectus on either a consolidated or individual basis;

(3) the aggregate amount of the minority interest in the preference shares, if any, and the aggregate amount of the minority interest in the common shares and surplus of all subsidiaries whose financial statements are contained in the prospectus on a consolidated basis; and

(4) the aggregate amount of the minority interest in the preference shares, if any, and the aggregate amount of minority interest in the common shares and surplus of all subsidiaries whose financial statements are contained in the prospectus on an individual basis and not included in the consolidated financial statements.

1. Include all indebtedness for borrowed money as to which a written understanding exists that the indebtedness may extend beyond one year. Do not include other indebtedness classified as current liabilities unless secured.
   
   
2. Include in the table the amount of obligations under financial leases capitalized in accordance with generally accepted accounting principles. Set out in a note to the table a cross reference to any note in the financial statements containing information concerning the extent of obligations arising by virtue of other leases on real property.
   
   
3. Individual items of indebtedness which are not in excess of 3% of total assets as shown in the balance sheet referred to in column 3 may be set out in a single aggregate amount under an appropriate caption such as "Sundry Indebtedness".
   
   
4. Where practicable, state in general terms the respective priorities of the indebtedness shown in the table.
   
   
5. Give particulars of the amount, general description of and security for any substantial indebtedness proposed to be created or assumed by the issuer or its subsidiaries, other than indebtedness offered by the prospectus.
   
   
6. Set out in a note the amount of contributed surplus and retained earnings as of the date of the most recent balance sheet contained in the prospectus.
   
   
7. Set out in a note the number of shares subject to rights, options and warrants.
   
   
8. No information need be given under Column 2 with respect to the common and preference shares of subsidiaries.
   
   
9. For the purposes of Column 3, in computing the amount of the minority interest in the subsidiaries whose financial statements are contained in the prospectus on an individual basis and not included in the consolidated financial statements, such computation may be based on the financial statements of each such subsidiary contained in the prospectus.
   
   
10. In computing the minority interest in the subsidiaries for the purpose of Column 4, the amount set out in Column 3 may be used provided that appropriate adjustment is made to such amount to reflect any change in the percentage of ownership in the capital and surplus of any subsidiary by the minority interest.
    
    
11. The thirty-day period referred to in Column 4 is to be calculated within thirty days of the date of the preliminary prospectus or the date of the pro forma prospectus. Where more than thirty days have elapsed from the date of the preliminary or pro forma prospectus, the information included in the prospectus shall, if feasible, by updated to a date within thirty days of the prospectus.
    
    
12. The information to be set out in Column 5 may be based upon the information contained in Column 4, adjusted to take into account any amounts set out in Column 4 to be retired out of the issue.

State the full corporate name of the issuer and the address of its head office and principal office. State the laws under which the issuer was incorporated and whether incorporated by articles of incorporation or otherwise and the date the corporation came into existence. If material state whether these have been amended.

1. Particulars of the documents need to be set out only if material to the securities offered by the prospectus. See Item 17.
   
   
2. If the issuer is not a company, give material details of its form of organization and structure.

(a) Briefly describe the business carried on and intended to be carried on by the issuer and its subsidiaries and the general development of the business within the five preceding years.

1. The description shall not relate to the powers and objects specified in the incorporating instruments, but to the actual business carried on and intended to be carried on. Include the business of subsidiaries of the issuer only in so far as is necessary to understand the character and development of the business conducted by the combined enterprise.
   
   
2. In describing developments, information shall be given as to matters such as the following: the nature and results of any bankruptcy, receivership or similar proceedings with respect to the issuer or any of its subsidiaries; the nature and results of any other material reorganization of the issuer or any of its subsidiaries; the acquisition or disposition of any material amount of assets otherwise than in the ordinary course of business; material changes in the types of products produced or services rendered by the issuer and its subsidiaries; and any material changes in the mode of conducting the business of the issuer or its subsidiaries.
   
   (b) In the case of an issuer other than an oil and gas issuer furnish the following information as to each of the properties, mines, and plants presently owned, leased, held under option or operated, or presently intended to be owned, leased, held under option or operated by the issuer or its subsidiaries:
   
   (1) The location of, size of and means of access to the property;
   
   (2) A brief description of the title, claim or lease under which the issuer or subsidiary has or will have the right to hold or operate the property, indicating any conditions which the issuer or subsidiary must meet in order to obtain or retain the property;
   
   (3) (i) the names and addresses of all vendors of property purchased within the
   
   three years immediately preceding the date of the preliminary prospectus or the date of the pro forma prospectus and the property acquired from each and if any such vendor is or was an insider or promoter of the issuer or an associate or affiliate of any insider or promoter of the issuer, so indicate, and
   
   (ii) the names and addresses in full of every person who has received within the three years immediately preceding the date of the preliminary prospectus, or pro forma prospectus, or is to receive from any vendor a greater than 5 per cent interest in the shares or other consideration received or to be received by the vendor;
   
   (4) A brief history of previous prospecting, exploration, development and operations, including the names of previous operators, in so far as known;
   
   (5) (i) a brief description of the character, extent and condition of any
   
   underground exploration and development and any underground plant and equipment, and, if none, so state, and
   
   (ii) a brief description of the character, extent and condition of any surface exploration and development and any surface plant and equipment, and, if none, so state.
   
   (6) A brief description of the mineral deposits on the property and their dimensions, including the identity of their principal metallic or other constituents, in so far as known. If the work done has established the existence of reserves of proven, probable or possible ore, state:
   
   (i) the estimated tonnage and grade of such class of ore reserves; and
   
   (ii) the name of the person making the estimates and the nature of his relationship to the issuer.
   
   (7) Describe the work already done by the issuer under its present management on the property and the issuer's or subsidiary's proposed programme of exploration or development of the property. If the property is without a known body of commercial ore and the proposed programme is an exploratory search for ore, a statement to that effect shall be made.
   
   INSTRUCTIONS:
   
   
3. The information called for shall only be given with respect to such of the properties of the issuer and its subsidiaries upon which, in whole or in part, the proceeds of the issuer are to be expended or which are major producing properties. Information with respect to the other properties of the issuer and its subsidiaries shall be given in summary form.
   
   
4. The information required by clause (6) of this item may be given in reliance upon the report relating to such property required to be filed with the Commission pursuant to section 100 of the Regulation made under the Act if a statement to such effect is made in the prospectus.
   
   (c) In the case of an oil or gas issuer furnish the following information as to the important oil and gas properties, plants, facilities and installations and other important properties presently owned, leased or held under option, or presently intended to be owned, leased or held under option, or presently intended to be owned, leased or held under option by the issuer or its subsidiaries:
   
   (1) The location, by fields, if possible, of all producing wells and all non-unitized wells capable of producing in which the issuer or its subsidiaries have an interest, indicating the total number of wells in each such field or other area, the interest of the issuer and its subsidiaries therein expressed in terms of net wells, distinguishing separately oil wells and gas wells;
   
   (2) With respect to interests in properties on which no producing wells have been drilled, the gross acreage in which the issuer or its subsidiaries have an interest and the interest of the issue rand its subsidiaries therein expressed in terms of net leasable acreage, and the location of such acreage by geographical area;
   
   (3) If the exploration or development work is contemplated to be carried out so state and give the general nature and the proposed extent thereof;
   
   (4) To the extent that such properties are not unitized and are capable of but are not producing, indicate the proximity of such properties to pipe lines or other means of transportation;
   
   (5) The quantity and type of the estimated proved and developed reserves, proved undeveloped reserves, and probable additional reserves of crude oil, natural gas and natural gas liquids of the issuer and its subsidiaries together with particulars as to the accessibility of those reserves to gathering systems;
   
   (6) The net crude oil, natural gas liquids and natural gas production of the issuer and its subsidiaries, including the interest of the issuer and its subsidiaries in the crude oil, natural gas liquids and natural gas production of any other person for each of the last five completed financial years preceding the date of the preliminary prospectus or pro forma prospectus, and for the current year as at a date not more than four months prior to the date of the preliminary prospectus or pro forma prospectus;
   
   (7) The number of wells the issuer or its subsidiaries have drilled or have participated in the drilling of for each of the last five completed financial years preceding the date of the preliminary prospectus or pro forma prospectus, and for the current year as at a date not more than four months prior to the date of the preliminary prospectus or pro forma prospectus, the number of such wells completed as producing wells and as dry holes, and the amount expended by the issuer and its subsidiaries during the five completed financial years and the portion of the current year on drilling and exploration activities;
   
   (8) (i) If any properties of the issuer or its subsidiaries were acquired within the
   
   three years immediately preceding the date of the preliminary prospectus or pro forma prospectus or are intended to be acquired by the issuer or subsidiary from an insider or promoter of the issuer or an associate or affiliate of any insider or promoter, state the name and address of each such transferor, the relationship of each such transferor to the issuer or its subsidiaries and the consideration paid or intended to be paid to each such transferor; and
   
   (ii) The names and addresses of every person who has received or is to receive greater than 5 per cent interest in the consideration received or to be received by any transferor referred to in clause (i).

Where an issuer has not been incorporated for more than one year prior to the date to which the most recent balance sheet contained in the prospectus is drawn up, state the amount or estimated amount of preliminary expenses, showing administrative and development expenses separately, including the amount already expended and the estimated future expenditures in each case.

Briefly describe all material acquisitions and dispositions whether of shares or assets by the issuer and its subsidiaries during the past two years and to the extent reasonably practicable the impact of these acquisitions or dispositions on the operating results and financial position of the issuer.

Explain to the extent reasonably practicable any substantial variations, both favourable; and adverse, in the operating results of the issuer over the last three years, but the Executive Director may permit or require an explanation of such substantial variations over a longer period not to exceed five years.

The explanation should be in narrative form. However, where ratios are used to illustrate variations, a table may be used to supplement the narrative.

Disclose asset and earnings coverage in an appropriate and reasonable form.

Briefly describe any legal proceedings material to the issuer to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Make a similar statement as to any such proceedings known to be contemplated.

Include the name of the court or agency, the date instituted, the principal parties thereto, the nature of the claim, the amount claimed, if any, whether the proceedings are being contested, and the present status of the proceedings.

1. This item requires only a brief summary of the provisions that are material from an investment standpoint. Do not set out verbatim the provisions attaching to the shares; only a succinct resume is required.
   
   
2. If the rights attaching to the shares being offered are materially limited or qualified by the rights of any other class of securities, or if any other class of securities (other than obligations covered in Item 18), ranks ahead of or equally with the shares being offered, include information regarding such other securities that will enable investors to understand the rights attaching to the shares being offered. If any shares being offered are to be offered in exchange for other securities, an appropriate description of the other securities shall be given. No information need be given, however, as to any class of securities that is to be redeemed or otherwise retired, provided appropriate steps to assure redemption or retirement have been or will be taken prior to or contemporaneously with the delivery of the shares being offered.
   
   
3. In addition to the summary referred to in instruction 1, the issuer may set out verbatim in a schedule to the prospectus the provisions attaching to the shares being offered.

The instructions to Item 17 apply to this item with due alteration for point of detail.

If the securities other than shares or obligations are being offered, outline briefly the rights evidenced thereby. If subscription warrants or rights are being offered or issued, state the description and amount of securities covered thereby, the period during which, and the price at which, the warrants or rights are exercisable, and the principal terms and conditions by which they may be exercised.

The instructions to Item 17 apply to this item with due alteration for point of detail.

State the amount of dividends or other distributions, if any, paid by the issuer during its last five completed financial years preceding the date of the preliminary prospectus or pro forma prospectus.

Dividends should be set out on a per share basis, shown separately for each class of shares in respect of each of the financial years. Appropriate adjustment shall be made to reflect changes in capitalization during the period.

List the names and home addresses in full or, alternatively, solely the municipality of residence or postal address, of all directors and officers of the issuer and indicate all positions and offices with the issuer held by each person named, and the principal occupations within the five preceding years, of each director and officer.

1. Where the municipality of residence or postal address is listed, the Executive Director may request that the home address in full be furnished to the Commission.
   
   
2. Where the principal occupation of a director or officer is that of an officer of a company other than the issuer, state the principal business in which such company is engaged.
   
   
3. Where a director or officer has held more than one position in the issuer, or a parent or subsidiary thereof, state only the first and last position held.

Complete and attach to or include in this Form a Statement of Executive Compensation in Form 41, provided however, that the disclosure required by Items V, VIII, IX and X of Form 41 may be omitted for purposes of this Form.

1. Describe the options, stating the material provisions of each class or type of option including,
   
   (i) the designation and number of the securities under option;|
   
   (ii) the purchase price of the securities under option or the formula by which the purchase price will be determined, and the expiration dates of such options;
   
   (iii) if reasonably ascertainable, the market value of the securities under option on the date of grant; and
   
   (iv) if reasonably ascertainable, the market value of the securities under option on the specified date.
   
   
2. For the purposes of this Item,
   
   (i) "executive officer" means the chairman and any vice-chairman of the board of directors of an issuer who performs the functions of such office on a full-time basis, the president, any vice-president in charge of a principal business unit such as sales, finance or production, and any officer of the issuer or of a subsidiary who performs a policy-making function in respect of the issuer, whether or not such officer is also a director of the issuer or the subsidiary;
   
   (ii) "options" includes all options, share purchase warrants or rights other than those shares issued on a pro rate basis, to all security holders of the same class resident in Canada and an extension of an option shall be deemed to be a granting of an option.
   
   
3. Options that are proposed to be held are those where there is an approval or understanding or commitment of the issuer or a subsidiary in respect of the granting of such options.
   
   
4. In the disclosure made under this Item 24, do not include options granted or proposed to be granted that are otherwise disclosed in Item 1 or 2, including options granted or to be granted to the underwriter in respect of the distribution under the prospectus.

State as of a specified date within thirty days prior to the date of the preliminary prospectus or pro forma prospectus, in substantially the tabular form indicated, the number of shares of each class of voting securities of the issuer to the knowledge of the issuer held in escrow, disclosing the name of the depositary, if any, the date of the conditions governing the release of the shares from escrow;

Furnish the following information as of a specified date within thirty days prior to the date of the preliminary prospectus or pro forma prospectus, in substantially the tabular form indicated.

1. Where a company is shown by the issuer as owning directly or indirectly more than 10 per cent of any class of such securities, the Executive Director may require the disclosure of such additional information as is necessary to identify any individual who, through his direct or indirect ownership of voting securities in the company owns directly or indirectly more than 10 per cent of any class of such securities. The name of such an individual should be disclosed in a foot note to the table described in paragraph (a).
   
   
2. For purposes of paragraph (a), securities owned beneficially, directly or indirectly, and of record shall be aggregated in determining whether any person owns more than 10 per cent of the securities of any class.
   
   
3. If voting securities are being offered in connection with, or pursuant to, a plan of acquisition, amalgamation or reorganization, indicate as far as practicable, the respective holdings of voting securities that will exist after giving effect to the plan.
   
   
4. If any of the securities being offered are to be offered for the account of a security holder, name such security holder and state the number or amount of the securities owned by him, the number or amount to be offered for his account, and the number or amount to be owned by him after the offering.
   
   
5. If, to the knowledge of the issuer or the underwriter of the securities being offered, more than 10 per cent of any class of voting securities of the issuer are hold or are to be held subject to any voting trust or other similar agreement, other than an escrow arrangement referred to in Item 24, state the designation of such securities, the number or amount held or to be held and the duration of the agreement. Give the names and addresses of the voting trustees and outline briefly their voting rights and other powers under the agreement.
   
   
6. If, to the knowledge of the issuer, the parent or the underwriter of the securities being offered, any person named in answer to paragraph (a) is an associate or affiliate of any other person named therein, disclose, insofar as known, the material facts of such relationship, including any basis for influence over the issuer enjoyed by the person other than the holding of the voting securities of the issuer.

(a) Furnish a list of each subsidiary, other than inactive subsidiaries, of the issuer. As to each such subsidiary indicate the jurisdiction under the laws of which it was organized, and the percentage of voting securities owned by its parent.

(b) Clearly illustrate by way of a diagram or otherwise the intercorporate relationships of the issuer, its parent and those subsidiaries listed pursuant to paragraph (a).

(c) Where one of the primary businesses of the issuer is investing, reinvesting, owning, holding or trading in securities, give in substantially the tabular form indicated the following information as at a date within thirty days of the date of the preliminary prospectus or pro forma prospectus, with respect to each company 5 per cent or more of whose securities of any class are owned directly or indirectly by the issuer or its affiliates.

1. If the securities being issued are to be issued in connection with, or pursuant to, a plan of acquisition, reorganization, readjustment, or succession, indicate insofar as practicable the status to exist upon consummation of the plan.
   
   
2. The name of any particular subsidiary may be omitted if:
   
   (a) - the assets of the subsidiary, or
   
   - the investment in and advances to the subsidiary by its parent and the parent's
   
   other subsidiaries
   
   if any, do not exceed 10 per cent of the assets of the parent and its subsidiaries on a consolidated basis;
   
   (b) the sales and operating revenue of the subsidiary do not exceed 10 per cent of the sales and operating revenues of its parent and the parent's subsidiaries on a consolidated basis; and
   
   (c) the unnamed subsidiaries considered in the aggregate as a single subsidiary would satisfy the conditions in (a) and (b) if the reference therein to 10 per cent were replaced by 20 per cent.

1. Give a brief description of the material transaction. Include the name and address of each person whose interest in any transaction is described and the nature of the relationship by reason of which such interest is required to be described.
   
   
2. As to any transaction involving the purchase or sale of assets by or to the issuer or any subsidiary, state the cost of the assets to the purchaser and the cost thereof to the seller if acquired by the seller within two years to the transaction.
   
   
3. This item does not apply to any interest arising from the ownership of securities of the issuer where the security holder receives no extra or special benefit or advantage not shares on an equal basis by all other holders of the same class of securities or all other holders of the same class of securities who are resident in Canada.
   
   
4. Information shall be included as to any material underwriting discounts or commissions upon the sale of securities by the issuer where any of the specified persons was or is to be an underwriter or is an associate, affiliate or partner of a person, or partnership that was or is to be an underwriter.
   
   
5. No information need be given in answer to this item as to any transaction or any interest therein, where,
   
   (i) the rate or charges involved in the transaction are fixed by law or determined by competitive bids;
   
   (ii) the interest of a specified person in the transaction is solely that of a director of another company that is a party to the transaction;
   
   (iii) the transaction involves services as a bank or other depository of funds, transfer agent, registrar, trustee under a trust indenture or other similar services;
   
   (iv) the transaction does not, directly or indirectly, involve remuneration for services; and
   
   (a) the interest of the specified person arose from the beneficial ownership, direct or indirect, of less than 10 per cent of any class of voting securities of another company that is a party to the transaction,
   
   (b) the transaction is in the ordinary course of business of the issuer or its subsidiaries, and
   
   (c) the amount of the transaction or series of transactions is less than 10 per cent of the total sales or purchases, as the case may be, of the issuer and its subsidiaries for the last completed financial year.
   
   
6. Information shall be furnished in answer to this item with respect to transactions not excluded above that involve remuneration, directly or indirectly, to any of the specified persons for services in any capacity unless the interest of the person arises solely from the beneficial ownership, direct or indirect, of less than 10 per cent of any class of voting securities of another company furnishing the services to the issuer or its subsidiaries.
   
   
7. This item does not require the disclosure of any interest in any transaction unless such interest and transaction are material.

Give particulars of every material contract entered into within the two years prior to the date of the preliminary prospectus or pro forma prospectus, by the issuer or any of its subsidiaries and state a reasonable time and place at which any such contract or a copy thereof may be inspected during distribution of the securities being offered.

1. The term "material contract" for this purpose means any contract that can reasonably be regarded as presently material to the proposed investor in the securities being offered.
   
   
2. Set out a complete list of all material contracts, indicating those which are disclosed elsewhere in the prospectus and provide particulars with respect to those material contracts about which particulars are not given elsewhere in the prospectus. This item does not require disclosure of contracts entered into in the ordinary course of business of the issuer or its subsidiaries as the case may be.
   
   
3. Particulars of contracts should include the date of, parties to, consideration and general nature of the contracts, succinctly described.
   
   
4. Particulars of contracts need not be disclosed, or copies of such contracts made available for inspection, if the Executive Director determines that such disclosure or making available would impair the value of the contract and would not be necessary for the protection of investors.

Give particulars of any other material facts relating to the securities proposed to be offered and not disclosed pursuant to the foregoing items.