1.1Application- This local policy applies to all local and national long form prospectus filings with the Commission.

1.2Purpose - This local policy sets out the filing requirements in connection with the filing of a long form prospectus, provides guidance on a number of matters related to a prospectus filing and sets out procedures and filing requirements made under the Commission’s operating agreement with the Canadian Venture Exchange Inc.

1.3 Short Form and Mutual Fund Prospectus Filings - Except as set out in this section, this local policy does not apply to a short form prospectus under National Policy Statement No. 47 Prompt Offering Qualification System or its successor instrument or to a mutual fund prospectus filing. The Executive Director requires a filer that wishes to file a short form prospectus or a mutual fund prospectus to file the documents referred to in Appendix A of National Policy 43-201 Mutual Reliance Review System for Prospectuses and Annual Information Forms for that category of filing, together with

(a) in the case of a mutual fund prospectus filing, Forms 4B referred to in section 4.2(d) of this local policy, and

(b) in the case of a mutual fund prospectus filing or a short form prospectus filing, an undertaking referred to in section 9.2(a) of this local policy relating to fees.

1.4 Effective Date - Effective January 1, 2000, this local policy replaces Local Policy Statement 3-02 Prospectus Filing Requirements dated January 1, 1996.

1.5 Inquiries - Inquiries about this local policy should be directed to the Corporate Finance inquiries line at (604) 899-6705 or (800) 373-6393 (in B.C. only).

2.1 Terms Defined in Legislation - Terms defined in the Securities Act, S.B.C. 1996, c. 418 (the "Act"), the Securities Regulation, B.C. Reg. 196/97 (the "Regulations) and the Securities Rules, B.C. Reg. 194/97 (the "Rules"), and used in this local policy have the same meaning as in the Act, Regulations and Rules.

2.2 Defined Terms - In this local policy,

"CDNX" means the Canadian Venture Exchange Inc.;

"Commission" means the British Columbia Securities Commission;

"Commission policies" means policies adopted by the Commission, including local policies, local policy statements, national policies and national policy statements;

"Commission rules" means rules adopted by the Commission, including the Rules and national instruments;

"CPC" means a Capital Pool Company under the Capital Pool Company program established by CDNX and described in CDNX’s Policy 2.4;

"IPO" means an initial public offering;

"LPS 3-07" means Local Policy Statement 3-07 Policy Guidelines Respecting Trading Shares, Performance Shares and Other Consideration;

"MRRS" means the mutual reliance review system under NP 43-201;

"National Escrow Regime" means the proposal for a national escrow regime applicable to IPOs published under NIN#98/22 or any successor proposal or national instrument;

"NI 44-101" means the most current version of National Instrument 44-101 Short Form Prospectus Distributions that has been published for comment or adopted; and

"NP 43-201" means National Policy 43-201 Mutual Reliance Review System for Prospectuses and Annual Information Forms.

3.1 Pre-filing Applications - To avoid delays during the prospectus review process, filers are strongly encouraged to make a written pre-filing application to the Corporate Finance Division if the prospectus filing will involve a unique or complex issue, except if the prospectus filing is made under Part 16 of this local policy.

3.2MRRS Pre-filing Applications - If the filing will be made under MRRS, the filer should follow the pre-filing application procedures set out in NP 43-201.

3.3 Evidence of Waiver - Under section 95 of the Rules, the Executive Director may waive or vary a provision of part 9 of the Rules or a prospectus form requirement. A waiver under section 95 of the Rules is generally evidenced by the issuance of a receipt for a prospectus, provided the filer requested the waiver. If a specific waiver is not requested, the receipt will not evidence the waiver and the prospectus may not comply with part 9 of the Rules or may not be in the required form.

3.4Exemption Applications - There may be situations where relief from a requirement in the Act, Regulation or Commission rules cannot be evidenced by the issuance of a prospectus receipt. In these situations the filer is required to make an application to the Exemptions and Orders Division in accordance with section 21 of the Commission’s Local Policy 3-24 Statutory and Discretionary Exemptions.

3.5Security Issuer Registration - While section 6 of the Rules contemplates security issuer as a category of dealer registration under the Act, it has normally been the practice of the Executive Director not to grant registration under this category. Filers that anticipate registering in that category should discuss it with the Director of Registration on a pre-filing basis.

4.1 NP 43-201 - The Executive Director requires a filer that wishes to file a long form prospectus to file the materials for that category of filing set out in Appendix A to NP 43-201, whether or not the filing is made under NP 43-201 (except for the confirmation letter under section 7.2 of NP 43-201).

4.2 Additional Materials - In addition to the materials filed under section 4.1, the Executive Director requires a filer to file the following materials with a long form preliminary prospectus, whether or not the filing is made under NP 43-201:

(a) A cover letter that includes the following information:

(i) a description of the materials required to be filed that are not being filed, will be filed at a later date, or vary from the form or content prescribed in the Act or Rules, the reasons for the omission or variation and the expected date that the materials will be filed;

(ii) details of non-compliance with Commission policies and the reasons for the non-compliance;

(iii) if applicable, the information required by NP 43-201 relating to any MRRS pre-filing or waiver applications made under NP 43-201, or details of any other pre-filing application, or concurrent or required waiver or exemption application filed or to be filed;

(iv) in the case of a prospectus filing by a filer that is not a reporting issuer, the financial year end of the filer;

(v) if the filer does not meet the minimum listing requirements of The Toronto Stock Exchange, confirmation that the preliminary prospectus has been prepared in accordance with Form 12A, 12B, 14A or 14B.

(b) If the filer’s securities are not listed on an exchange, the steps, if any, being taken either to list the filer’s securities on an exchange or to establish liquidity on conclusion of the distribution qualified by the prospectus. See section 8.2 of this local policy for further information regarding exchange listing.

(c) If the prospectus is filed only in British Columbia or if the Executive Director is the principal regulator under NP 43-201, a review engagement report for any unaudited financial statements. See section 12.2 of this local policy for further information regarding review engagement reports.

(d) Subject to paragraph (e) below, if the prospectus is filed only in British Columbia or if the Commission is the principal regulator under NP 43-201, a Form 4B for each director, officer, promoter or control person of the filer and its existing or proposed material subsidiaries, or in the case of a mutual fund prospectus, the manager of the fund.

If a promoter or control person is not an individual, a Form 4B must be filed for any individuals that are control persons of the promoter or control persons of the filer. A person or combination of persons that has direct or indirect beneficial ownership of, control or direction over, or a combination of direct or indirect beneficial ownership of and control or direction over securities carrying more than 20%, of the voting rights attached to securities issued by the promoter or control person, in the absence of evidence to the contrary, is deemed to be a control person of the promoter or control person.

Where a promoter or control person is a reporting issuer, no person is required to file a Form 4B with respect to that promoter or control person.

(e) An individual required to file a Form 4B under paragraph (d) above may, instead of filing a Form 4B, file a statutory declaration that the individual has filed a Form 4B within the three year period preceding the date of the preliminary prospectus and that there has been no change in the information required to be disclosed in response to the questions dealing with change of name or business name, administrative proceedings, offences, civil proceedings, bankruptcy and settlement agreements.

(f) Copies of all material contracts to which the filer is a party that have not been previously filed or, alternatively, if a material contract has previously been filed, details of when it was filed.

(g) If the filer is complying with LPS 3-07 rather the National Escrow Regime,

(i) an audited statement of costs, if required by LPS 3-07, and

(ii) a valuation or appraisal report, if required by LPS 3-07.

(h) All reports for which a consent is required.

4.3 Certificate Date - The certificates required under sections 68 and 69 of the Act must be dated within three business days before the date of filing the preliminary prospectus. See section 8.4 of this local policy for further information about certificates.

Generally if, within two days of filing a preliminary prospectus, the filer requests that a preliminary receipt not be issued or that its prospectus filing be withdrawn, staff will, upon a request in writing, refund the filing fees (less a $500 processing fee). In all other circumstances, staff will not refund any portion of the filing fees.

6.1 Issuance of Preliminary Receipt - Subject to section 6.2 of this local policy, the Executive Director will issue a receipt for a preliminary prospectus as soon as practicable after the preliminary prospectus has been filed. The receipt will be dated the date the Executive Director receives the preliminary prospectus, provided none of the conditions in section 6.2 exists.

6.2 Refusal to Issue a Preliminary Receipt - The Executive Director generally will not issue a receipt for a preliminary prospectus if

(a) the required financial statements are not included;

(b) the prospectus does not contain the disclosure required under section 96(2) of the Rules;

(c) the certificates accompanying the preliminary prospectus are not in the required form, or have not been executed by all parties;

(d) the Executive Director is the principal regulator under NP 43-201 and the letter required under section 7.2 of NP 43-201 is not filed;

(e) the Executive Director is the principal regulator under NP 43-201, a pre-filing was made and the cover letter does not comply with section 9.4 of NP 43-201; or

(f) the prescribed filing fees have not been paid.

There may be circumstances in which a preliminary MRRS Decision Document will not be issued under NP 43-201. Filers should refer to section 7.2 of NP 43-201 for further information.

6.3 Incomplete Submissions - Under section 22(4) of the Regulations, if a record is filed with the Executive Director and the record has not been completed in accordance with the Act or the Rules, the Executive Director may return the record to the person by whom it was filed. In these circumstances, the Executive Director will not refund any portion of the filing fee.

6.4 Section 81 Cease Trade Order - The Executive Director may issue a cease trade order under section 81 of the Act if, as a result of the review process, the Executive Director considers that the preliminary prospectus does not substantially comply with section 63 of the Act. The cease trade order will remain in effect until a revised preliminary prospectus satisfactory to the Executive Director has been filed, together with confirmation from the agent or underwriter that the revised preliminary prospectus has been distributed to each recipient of the defective preliminary prospectus according to the distribution list required to be maintained under section 80 of the Act.

6.5 Filing of Black-lined Materials - To expedite the review process, all revised materials, including preliminary prospectuses, financial statements, future oriented financial information, engineering reports, valuation or appraisal reports, audited statements of costs and material contracts, that are filed subsequent to the initial filing should be black-lined to reflect all changes to the materials.

7.1 Amendment to Preliminary Prospectus - Under section 66(1) of the Act, if an adverse material change in the affairs of the filer occurs after a receipt is issued for the preliminary prospectus but before a final receipt is issued for the prospectus, the filer must file an amendment to the preliminary prospectus no later than 10 days after the change occurs. The amendment may consist of either an amendment to the preliminary prospectus or an amended and restated preliminary prospectus. To ensure the prospectus contains plain disclosure, filers should file an amended and restated preliminary prospectus where a substantial number of changes are required to be made to the original preliminary prospectus.

An amendment to a preliminary prospectus may also be filed if a material change in the affairs of the filer occurs, other than an adverse material change.

7.2 Requirements for Amendment - The Executive Director has not prescribed a form to be used by filers for an amendment to a preliminary prospectus. However, in addition to providing disclosure concerning the material change an amendment to a preliminary prospectus must

(a) either

(i) be numbered and dated as follows, "Amendment No. 1 dated * to Preliminary Prospectus dated *"), or

(ii) if the amendment takes the form of an amended and restated preliminary prospectus, be dated as follows, "Dated * (date of original preliminary prospectus), as amended on *";

(b) if the prospectus was required to be prepared in accordance with Forms 12A, 12B, 14A, or 14B, contain an updated "Use of Proceeds" section that, among other things, updates the funds available at the amendment date; and

(c) contain certificates required by sections 68 and 69 of the Act that are dated within three business days before the date of filing the amendment.

7.3 Materials to be Filed - The Executive Director requires a filer that wishes to file an amendment to a long form preliminary prospectus to file the materials for that category of filing set out in Appendix A to NP 43-201, whether or not the filing is made under NP 43-201 (except for the letter under section 10.2 of NP 43-201).

7.4 Delivery - A copy of the amendment to the preliminary prospectus must be sent to each recipient of the preliminary prospectus according to the record maintained under section 80 of the Act.

8.1 General - Under section 65(2) of the Act, the Executive Director must issue a receipt for a prospectus unless the Executive Director considers it to be contrary to the public interest to do so. Section 120 of the Rules sets out a number of specific circumstances in which the Executive Director must not issue a receipt for a prospectus. In addition, section 64(1) of the Act gives the Executive Director the discretion to impose additional filing requirements and conditions if the Executive Director considers that it is in the public interest to do so. Whether additional filing requirements or conditions are in the public interest will depend on the facts of a particular filing. This part provides some guidance on when the Executive Director may refuse to issue a receipt or exercise discretion in imposing additional filing requirements or conditions before issuing a receipt.

8.2 Lack of an Exchange Listing - The listing of a filer’s securities on an exchange provides liquidity, transparency, market regulation and listed company regulation particularly if the filer is a junior issuer. These attributes of an exchange listing are important in protecting the public interest and maintaining the integrity of the junior capital markets. The Executive Director generally will impose a condition that a junior issuer obtains a conditional listing on an exchange before issuing a receipt for a final prospectus. A junior issuer is generally a filer that does not meet the minimum listing requirements of The Toronto Stock Exchange. A filer whose securities are quoted on the NASDAQ National Market System or NASDAQ Small Cap Market generally would not be considered a junior issuer.

8.3 Lack of Underwriter - An underwriter plays an important role in protecting the public interest and maintaining the integrity of the capital markets. The due diligence undertaken by an underwriter provides the underwriter with a thorough understanding of a filer’s business and risks associated with the business and securities to be distributed. The Executive Director generally will impose a condition that a prospectus filed by a filer that is not a reporting issuer contain an underwriter’s certificate.

8.4 Certificate of Filer - Section 68(2)(a) of the Act requires the filer’s certificate to be signed by the filer’s chief executive officer and chief financial officer. The Executive Director expects that the corporate governance policies of a reporting issuer will ensure that separate individuals hold the positions of the chief executive officer and chief financial officer. The Executive Director generally will impose a condition that the filer have a chief executive officer and chief financial officer and that different individuals hold the positions.

9.1 NP 43-201 - The Executive Director requires a filer that wishes to file a long form prospectus to file the materials for that category of filing set out in Appendix A to NP 43-201, whether or not the filing is made under NP 43-201 (except for the letter under section 7.4 of NP 43-201).

9.2 Additional Materials - In addition to the materials filed under section 9.1 of this local policy, the Executive Director requires a filer to file the following materials with a final long form prospectus whether or not the filing is made under NP 43-201:

(a) If the proceeds to be derived in British Columbia from the distribution under the prospectus are not ascertainable, the undertaking set out in section 22 of the Regulations.

(b) Public accountant's consent letters, as required by section 106 of the Rules, from each public accountant that has a review engagement report included with any of the unaudited financial statements in the prospectus (see section 12.2 of this local policy for further information regarding review engagement reports).

(c) If the filer is complying with LPS 3-07 rather the National Escrow Regime,

(i) an audited statement of costs, if the previously filed report has been revised, and

(ii) a valuation or appraisal report, if the previously filed report has been revised.

(d) If not previously filed, all reports or revised reports for which a consent is required.

9.3 Certificate Date - The certificates required under sections 68 and 69 of the Act must be dated within three business days before the date of filing the preliminary prospectus.

10.1 Amendment to Prospectus - Under section 67 of the Act, a filer must file an amendment to a prospectus if a material change in the affairs of the filer occurs after a receipt is issued for the prospectus but before the completion of the distribution under the prospectus. The amendment must be filed with the Executive Director and with CDNX, if applicable, as soon as practicable and, in any event, no later than 10 days after the change occurs. The amendment may consist of either an amendment to the prospectus or an amended and restated prospectus. Filers should file an amended and restated prospectus where a substantial number of changes have been made to the original prospectus.

10.2 Prospectus Amending Procedure - The requirements set out in section 7.2 of this local policy concerning the form and content of an amendment to a preliminary prospectus apply equally to an amendment to a prospectus.

10.3 Effect on Distribution - Under section 67(5) of the Act, except with the written permission of the Executive Director, if an amendment to a prospectus is required to be filed under section 67 of the Act, the distribution under the prospectus must not proceed until the Executive Director has issued a receipt for the amendment.

10.4 Material to be Filed under NP 43-201 - The Executive Director requires a filer that wishes to file an amendment to a long form preliminary prospectus to file the materials for that category of filing set out in Appendix A to NP 43-201, whether or not the filing is made under NP 43-201 (except for the letter under section 10.6 of NP 43-201).

10.5 Additional Materials - In addition to materials filed under section 10.4 of this local policy, the Executive Director requires a filer to file a technical report relating to a natural resource property if the report is revised as a result of the material change or, if a report was not previously filed relating to properties on which the filer intends to spend a material amount of the proceeds.

10.6 Further Consents - Where the amendment materially affects a consent given under section 106 of the Rules, for example if the program recommended in the property report has changed, a new consent letter under section 108 of the Rules must be filed.

11.1 Extension Beyond 90 days - Under section 120(3)(f) of the Rules, an offering period in connection with a best efforts offering is restricted to 90 days after the date of the final receipt. The Executive Director may extend the offering period to more than 90 days by way of amendment provided

(a) the amendment is in the form of an amended and restated prospectus;

(b) the amendment receipted under section 67(4) of the Act includes the audited and interim financial statements that would be required under parts 13 and 14 of this local policy;

(c) if the prospectus is required to be filed in accordance with Forms 12A, 12B, 14A and 14B, the use of proceeds disclosure section is amended to reflect changes to the funds available;

(d) new auditor or public accountant’s consents are filed;

(e) the amendment includes amended disclosure of management’s discussion and analysis relating to the new financial statements;

(f) the filer and underwriter(s) confirm all persons who have purchased or are committed to purchase securities have been given the opportunity to rescind their purchase or cancel their commitment; and

(g) the extended period together with any prior extensions does not end more than 90 days from the date of the receipt for the amendment, 180 days from the date of final receipt, or 12 months from the date of the preliminary receipt.

11.2 Extension of up to 90 days - If the filer’s initial offering period was less than 90 days and the filer wants to extend it to up to 90 days, the filer and underwriter(s) must confirm that all persons who have purchased or are committed to purchase securities have been given the opportunity to rescind the purchase or cancel their commitment.

12.1 Securities Rules - Financial statements included in a prospectus must be prepared in accordance with sections 2 and 3 of the Rules, which contain additional requirements that may not be found in the securities legislation of other jurisdictions.

12.2 Review Engagement Report - Where a prospectus is filed only in British Columbia, or where the Commission is the principal regulator under NP 43-201, any unaudited financial statements must include a review engagement report prepared and signed by the filer’s public accountant.

13.1 Audited Financial Statements - Section 112 of the Rules requires a prospectus to include audited financial statements of a filer for each of its last 5 financial years and, where the date of the preliminary receipt is more than 120 days after the end of the filer’s last financial year, interim financial statements as of a date within 120 days of the date of the preliminary receipt.

13.2 Unaudited Financial Statements - Section 111 of the Rules permits any interim financial statements to be unaudited where the end of the interim period is not more than 90 days before the date of the preliminary receipt and not more than 12 months after the end of the most recent audited annual financial statements.

13.3 Updated Audited and Unaudited Financial Statements - The Executive Director generally will require, under section 64(1) of the Act, updated financial statements for the final prospectus if

(a) the filer’s board of directors has approved the financial statements for the more recent period;

(b) the financial statements for the more recent period have been filed;

(c) the financial statements for the more recent period or selected information from those statements has been released to the public;

(d) the audited financial statements included in the preliminary prospectus reflect limited operations and the majority of the filer’s operations have occurred subsequent to the date of those financial statements;

(e) the most recent audited annual financial statements included in the preliminary prospectus are not for the filer’s most recent financial year end and the date of the final prospectus is more than 90 days after the filer’s most recent financial year end; or

(f) the most recent unaudited stub period financial statements included in the preliminary prospectus are not for the filer’s most recently completed 3, 6 or 9 month interim period in the current financial year and the date of the final prospectus is more than 60 days after the ending date of the most recently completed interim period.

13.4 Reverse Take-overs - If a filer has been involved in a business combination accounted for as a reverse take-over, a filer must determine, in accordance with Canadian generally accepted accounting principles, which entity’s historical financial statements to use for the purpose of complying with the annual and interim financial statement requirements of the securities legislation and this local policy.

PART 14 FINANCIAL STATEMENT DISCLOSURE FOR SIGNIFICANT ACQUISITIONS

14.1 Audited Financial Statements for Business Acquisition - Section 114 of the Rules requires a prospectus, where any of the proceeds are to be applied in whole or in part, directly or indirectly, to finance the acquisition of the business, to include audited financial statements of the acquired business for the same periods required for the filer under section 112 of the Rules. Section 114 also specifies the requirements for pro forma financial statements.

14.2 Unaudited Financial Statements for Business Acquisition - Section 111 of the Rules permits any interim financial statements to be unaudited where the end of the interim period is not more than 90 days before the date of the preliminary receipt and not more than 12 months after the end of the most recent audited annual financial statements.

14.3 Financial Statements Required for Significant Business Acquisition - In addition to financial statements required under sections 111 and 114 of the Rules, the Executive Director generally will require, under section 64(1) of the Act, a filer to include in its preliminary and final prospectus, audited financial statements for each of its last three financial years for a business that has been acquired or that the filer proposes to acquire and, if the audited financial statements are more than 90 days after the date of the preliminary receipt, interim unaudited financial statements within 90 days of the date of the preliminary receipt if

(a) the acquisition is a "significant acquisition" as defined in the NI 44-101; and

(b) the filer has completed the acquisition and the filer’s financial statements do not include the financial results of the acquired business for the last three financial years, or the filer proposes to acquire a business and that acquistion would be a "probable acquisition of a business" as defined in NI 44-101.

14.4 Updated Audited and Unaudited Financial Statements - The Executive Director generally will require, under section 64(1) of the Act, updated financial statements of an acquired business to be included in a final prospectus, where section 13.3 of this local policy would apply if "acquired business" were substituted for "filer".

15.1 Waiver of Audit - Where the prospectus is filed only in British Columbia, or where the Commission is the principal regulator under NP 43-201, the Executive Director, on application under section 95 of the Rules, generally will waive the requirement contained in sections 112 and 114 of the Rules that the financial statements for the last five financial years of the filer or acquired business be audited provided that the preliminary prospectus includes either

(a) audited financial statements for the last three financial years of the filer or acquired business, or

(b) if the filer or the business to be acquired is a junior issuer as defined in the most current version of Ontario Securities Commission Rule 41-501 General Prospectus Requirements that has been published for comment or adopted and the audited financial statements are not available for years preceding the most recently completed financial year,

(i) the audited financial statements for the most recently completed financial year containing an unqualified audit report; and

(ii) the financial statements for the two years preceding the most recently completed financial year together with a review engagement report prepared by the filer’s public accountant.

The Executive Director will also generally waive the three year audit requirement contained in section 14.3 of this local policy in a manner similar to (b) where the significant business acquired is a junior issuer.

15.2 Waiver of Financial Statements for Last Financial Year End - Subject to section 13.3 and 14.4 of this local policy, the Executive Director, on application, generally will waive the requirement contained in sections 112 and 114 of the Rules that financial statements for the last financial year be included in the preliminary prospectus if the preliminary prospectus is filed within 90 days after the filer’s year end.

15.3 Waiver of Interim Financial Statements Within 90 days of Date of Preliminary Receipt - Subject to section 13.3 and 14.4 of this local policy, the Executive Director, on application, generally will waive the 90 day requirement contained in sections 13.2 and 14.3 of this local policy if the preliminary prospectus includes interim financial statements for the most recently completed 3, 6 or 9 month interim period in the current financial year and the date of the preliminary prospectus is not more than 60 days from the ending date of the most recently completed interim period.

15.4 Waiver of Five Years of Financial Statements - Change of Business - Section 112 of the Rules requires the preliminary prospectus to include financial statements for the filer’s last five financial years. The Executive Director, on application, generally will waive the requirement that the preliminary prospectus include financial statements for each of the filer’s last five financial years if the filer is a reporting filer, its business has fundamentally changed and its management has materially changed, provided the preliminary prospectus contains audited financial statements for the year in which the change occurred.

15.5 Form of Waiver - Section 3.3 of this local policy applies to financial statement waivers under this Part.

16.1 Purpose - The Commission and CDNX have an operating agreement that enables the Commission to rely on the Vancouver office of CDNX to assist in vetting IPO prospectuses and exchange offering prospectuses. This agreement does not limit the discretion of the Executive Director to refuse receipts for preliminary or final prospectuses or amendments to prospectuses.

The Commission does not currently have an operating agreement with CDNX to rely on the Calgary office of CDNX.

16.2 Definitions - In this Part,

"EOP" means an exchange offering prospectus;

"Qualifying Issuer" means

(i) in connection with an EOP, a reporting issuer whose securities are listed on CDNX that files an EOP only in British Columbia and that satisfies any one of the following requirements:

(1) the filer is listed on Tier 1 of CDNX,

(2) the filer allocates a significant portion of the proceeds raised under the EOP to fund a specific project, property or business undertaking,

(3) the filer has not raised, by way of prospectus, or rights offering during the previous 12 months, together with the proceeds to be raised under the EOP, more than $250,000, or

(4) the filer has received the Executive Director’s's approval to file an EOP,

(ii) in connection with an IPO prospectus that does not relate to securities of a CPC, a filer that files an IPO only in British Columbia and has made a conditional listing application to the Vancouver office of CDNX, or

(iii) in connection with an IPO prospectus that relates to securities of a CPC, a filer that files an IPO in British Columbia or British Columbia and Alberta under MRRS and has made a conditional listing application to CDNX; and

"Statutory Requirements" means the Act, Regulations, Commission Rules, the National Escrow Regime, blanket orders and decisions as amended from time to time.

16.3 Materials to be Filed - When a Qualifying Issuer files a prospectus with CDNX, the Qualifying Issuer shall contemporaneously file with the Commission the materials required by parts 4 and 10 of this local policy.

Qualifying Issuers should refer to CDNX’s policies with respect to the CDNX’s filing requirements.

16.4 Waiver Applications - Waiver applications are made only to the Vancouver office of CDNX. Applications should be made on a pre-filing basis with CDNX.

(a) If the application relates to a waiver of a Statutory Requirement and CDNX considers that a waiver is appropriate, CDNX will make a recommendation to the Executive Director to grant the waiver. If the Executive Director does not agree to grant the waiver, CDNX will ensure compliance with the Statutory Requirement.

(b) If the application relates to a waiver of a Commission policy CDNX has the discretion to grant the waiver.

A waiver of a Statutory Requirement under section 95 of the Rules is generally evidenced by the issuance of a receipt for a prospectus.

16.5 Exemption Applications - Filers should refer to section 3.4 of this local policy relating to exemption applications where the exemption is not evidenced by a receipt.

17.1 Definitions - In this Part,

"Statutory Requirements" means the Act, Regulations, Commission Rules, blanket orders and decisions as amended from time to time; and

"CPC Qualifying Issuer" means a filer whose securities will be listed on CDNX , that complies with CDNX policy 2.4 and that will be classified as a CPC.

17.2 Eligibility - If a CPC Qualifying Issuer intends to file a CPC prospectus with the Commission and CDNX , the CPC Qualifying Issuer must comply with the requirements of CDNX Policy 2.4 and file the materials required by sections 4 and 11 of this local policy that are applicable to a CPC with the Commission.

17.3 Exemption from LPS 3-07 - A CPC Qualifying Issuer is exempt from LPS 3-07, provided that the CPC Qualifying Issuer and its security holders agree to be bound by the escrow provisions contained in CDNX Policy 2.4 and CDNX Policy 5.4;

17.4 Applicability of Other Requirements - Except as exempted or varied in section 17.3 of this local policy, other Commission policies and Statutory Requirements apply to the filing of preliminary CPC Prospectuses and final CPC Prospectuses. A CPC Qualifying Issuer seeking relief from the application of any other Commission policy or Statutory Requirement is required to apply for a waiver or exemption as described in sections 16.4 and 16.5.