NIN 98/35 - Respecification of Required Forms Under the Securities Act, Securities Regulation and Securities Rules [NIN - Rescinded]

Effective June 30, 1998, the Executive Director is respecifying, in accordance with section 182 of the Securities Act, the forms referred to in the Index of Forms attached to this Notice for the purposes of the sections of the Securities Act, Securities Regulation, Securities Rules or forms referred to in the index. The index also lists those sections of the Securities Act and Securities Rules which refer to a required form but for which no form has been specified. In addition, it lists those sections of the Securities Rules that refer to offering documents specified by the Executive Director.

Under NIN#98/33, the Executive Director has specified amendments to a number of required forms. The purpose of the amendments is to update the wording of the affidavit used in the forms and to effect a number of non-substantive changes. The forms referred to in the Index of Forms attached to this Notice are the required forms as amended under NIN#98/33.

Terms used in the forms that are defined or interpreted in securities legislation (including National Instrument 14-101) should be interpreted in accordance with the legislation, unless the context otherwise requires.

Specification Qualification

The specification, under section 182 of the Securities Act, of Forms 3, 4, 4B, 7Z, 12A, 12B, 14A, 14B, 28, 43, 43A, 43B and 43C, listed in the Index of Forms attached to this notice, is subject to the qualifications set out below:

(a) Personal Information Form

Form 4B is specified as the required form of personal information to be filed under section 90 of the Securities Act for:

(i) directors, officers, promoters and control persons (the "principals") of an issuer filing a prospectus subject to Local Policy Statement 3-02 ("LPS 3-02"), at the time the issuer files a preliminary prospectus;

(ii) persons who become directors or officers of an exchange issuer or of an issuer that is a reporting issuer in British Columbia but in no other Canadian jurisdiction (a "B.C. issuer"), within 30 days of assuming the position; and

(iii) principals of a B.C. issuer at the time the B.C. issuer files a reactivation application under Local Policy Statement 3-35 or an offering document such as a preliminary prospectus or rights offering circular.

If the reactivation application or offering document is filed within three years of the principal’s latest filing of Form 4B, a statutory declaration may be filed, in lieu of Form 4B, that states either that there has been:

(i) no significant change in the contents of the principal’s latest Form 4B, or

(ii) a significant change in the contents of the principal’s latest Form 4B and discloses the nature of the change.

A "significant change" in the contents of a Form 4B refers to a change in the information disclosed in response to questions dealing with changes of name or business name, administrative proceedings, offences, civil proceedings, bankruptcy and settlement agreements.

Directors and officers of B.C. issuers should advise the Executive Director by letter or by filing a copy of the Form 10 or Form 11 filed under the British Columbia Company Act where:

(i) there is a change in the capacity in which the directors or officers are acting,

(ii) the directors or officers cease to act in the capacity of director or officer, or

(iii) the directors or officers become a director or officer of an issuer not listed in response to question 7 of their latest Form 4B.

(b) Prospectus Forms

(i) Form 12A is specified as the required form of prospectus for a junior industrial issuer where, under Interim Local Policy Statement 3-17, the underwriter must obtain an assessment report, or would have been required to obtain an assessment report if the Executive Director had not waived the requirement.

(ii) Form 12B is specified as the required form of prospectus for a Qualifying Issuer (defined in LPS 3-02) that is an industrial issuer where the Qualifying Issuer intends to file an exchange offering prospectus with the Commission and the Vancouver Stock Exchange in accordance with LPS 3-02.

(iii) Form 14A is specified as the required form of prospectus for a natural resource issuer where, (1) the issuer intends to distribute the securities solely in British Columbia, or (2) the issuer intends to distribute the securities in British Columbia and does not meet the minimum listing requirements for the senior board of the Vancouver Stock Exchange. All other natural resource issuers are permitted to use Form 14A.

(iv) Form 14B is specified as the required form of prospectus for a Qualifying Issuer that is a natural resource issuer where the Qualifying Issuer intends to file an exchange offering prospectus with the Commission and the Vancouver Stock Exchange in accordance with LPS 3-02.

(c) Offering Memorandum

(i) Form 43 is specified as the required form of offering memorandum under section 133(1)(c) of the Securities Rules for all offerings of securities by issuers other than those permitted to use Forms 43A, 43B and 43C. To accommodate different requirements for offering memoranda in other Canadian jurisdictions, the disclosure required in Items 1, 5, and 8 and the form of certificate in Item 20 may be reworded to comply with the requirements of one or more of the uniform act provinces where the offering memorandum will be delivered to purchasers in those provinces. The substance of the disclosure and the certificate, however, must continue to meet the Form 43 standard.

(ii) Form 43A is specified as the required form of offering memorandum under sections 133(1)(c) of the Securities Rules for an offering of securities under the Federal and Provincial Immigrant Investor Program.

(iii) Form 43B is specified as the required form of offering memorandum under section 133(1)(c) of the Securities Rules for offerings of real estate securities as defined in NIN#96/36.

(iv) Form 43C is specified as the required form of offering memorandum under section 133(1)(c) of the Securities Rules for a distribution of a mortgage.

(d) Annual Filing of Reporting Issuer

Form 28 is specified as the required form under section 184(2) of the Securities Rules. In the case of a mutual fund in continuous distribution, this requirement may be met by the annual renewal of a prospectus or simplified prospectus and annual information form filed with and receipted by the Executive Director.

(e) Registration Forms

Where a dealer, underwriter or adviser is required to file a form 3 or 7Z, and has its principal place of business in Canada in a jurisdiction other than British Columbia, or is a member of an exchange or self regulatory body in Canada, the Executive Director will accept a corresponding form that is required by that jurisdiction, exchange or self regulatory body in place of the required form specified in this Notice.

Similarly, where an individual is required to file a form 4 or 7A and acts on behalf of a dealer, underwriter or adviser described in the previous paragraph, the Executive Director will accept a corresponding form that is required by the jurisdiction in which the dealer, underwriter or adviser has as its principal place of business, or by the exchange or self regulatory body of which the dealer, underwriter or adviser is a member, in place of the required form specified in this Notice.

However, where the corresponding form required by the other jurisdiction, exchange or self-regulatory body does not contain all material information required by the required form specified in this Notice, the Executive Director may require further information to be filed. For example, where an applicant files a Form 4 that does not include a consent to a criminal records check, the Executive Director will require the applicant to file a Form 4Z.

Compliance with Form Requirements

Section 182 of the Securities Act authorizes the Executive Director to specify the form, content and other particulars of a record required to be filed in a required form (the "Required Form") under the Securities Act, Securities Regulation and Securities Rules.

Certain types of Required Forms (such as Forms 12 to 15, 24, 27, 28, 30 to 35, 41, 43, 43B, 43C, 50 and 51) provide an outline of their contents. Information may be added to this type of form whether or not such information is specifically referred to in the outline. Where the section of the Securities Regulation and Securities Rules respecting such a form or the Required Form itself specifically indicates that inapplicable sections may be deleted, a person completing the Required Form may modify or delete sections of the Required Form. For example, section 97(2) of the Securities Rules permits a person using a Required Form of prospectus to delete inapplicable items or items answered in the negative unless the Required Form indicates otherwise. Certain items in Form 12A, 12B, 14A and 14B require disclosure of a negative response (e.g., Item 15 of Form 12A). Form 30, the Required Form of information circular, indicates that no statement need be made in response to any item that is inapplicable and a negative answer to any item may be omitted.

Except as permitted by this notice, other types of Required Forms (such as Forms 4, 4B, 5, 7, 11, 20, 20A, 23 and 37) must be completed and filed without additions, deletions or modifications. Where this type of Required Form contains inapplicable sections, lines may be drawn through the inapplicable sections or "N/A" may be inserted next to or beneath the inapplicable sections. Where deletions are made for reasons other than to cross out inapplicable alternatives set out in the Required Form, the reasons for such deletions must be set out in a letter accompanying the Required Form. Information that is not submitted in the Required Form will not be considered to be "filed" under the Securities Act.

Review of Required Forms

The Executive Director is continuing the process of reviewing the required forms and may be amending them to harmonize the forms with the requirements of the Securities Act and Securities Rules, and to reflect current practice.

DATED at Vancouver, British Columbia, on June 30, 1998

Michael J. Watson, Q.C.
A/Executive Director

Ref:	Form 3	Form 7Z	Form 14B	Form 30	Form 43C	NIN#96/36
	Form 4	Form 11	Form 20	Form 37	Form 50	NIN#98/33
	Form 4B	Form 12A	Form 20A	Form 43	Form 51
	Form 5	Form 12B	Form 23	Form 43A	LPS 3-02
	Form 7A	Form 14A	Form 28	Form 43B	LPS 3-35