51-903F - Annual Filing of Reporting Issuer [BCF - Rescinded]

This is the form required under section 184 (2) of the Securities Rules.

BC FORM 51-903F (Previously Form 28)

Securities Act

ANNUAL FILING OF REPORTING ISSUER

NOTE: THIS FORM NEED NOT BE FILED WHERE THE MANAGEMENT OF A REPORTING ISSUER IS REQUIRED TO FILE AN INFORMATION CIRCULAR DURING ITS LAST FINANCIAL YEAR.

General Instructions:

1. The information contained in an information circular must be clearly presented and the statements made in the circular must be divided into groups according to subject matter and the various groups of statements must be preceded by appropriate headings.

2. The order of Items set out in this Form need not be followed.

3. Where practicable and appropriate, information must be presented in tabular form.

4. All amounts must be stated in figures.

5. Information required by more than one Item need not be repeated.

6. No statement need be made in response to any Item that is inapplicable and negative answers to any Item may be omitted.

Item 1: Name of Reporting Issuer

State the full name of the issuer.

Item 2: Jurisdiction in which Incorporated, Organized or Continued

State the jurisdiction in which the issuer is incorporated, organized or continued.

Item 3: Financial Year End

State the issuer's financial year end.

Item 4: Voting Securities and Principal Holders of Voting Securities

(a) State for each class of voting securities of the issuer the number of securities outstanding and the voting rights for each class.

(b) If, to the knowledge of the issuer's directors or senior officers, any person beneficially owns, directly or indirectly, or exercises control or direction over voting securities carrying more than 10% of the voting rights attached to any class of voting securities of the issuer, name each person and state

(i) the approximate number of securities beneficially owned, directly or indirectly, controlled or directed by each person, and

(ii) the percentage of the class of outstanding voting securities of the issuer represented by the number of voting securities owned, controlled or directed.

Item 5: Directors

(a) Name each director of the issuer and state the period or periods during which he or she has served as a director.

(b) State when each director's term of office will expire.

(c) State whether the issuer has an executive committee of its board of directors or is required to have an audit committee of the board of directors and, if so, name those directors who are members of each committee.

(d) State all other positions and offices with the issuer held by each director.

(e) State each director's current principal occupation, business or employment and the name and principal business of the director's employer.

(f) State the number of securities of each class of voting securities of the issuer or any of its subsidiaries beneficially owned, directly or indirectly, controlled or directed by each director.

(g) If securities carrying 10% of the voting rights attached to any class of voting securities of the issuer or of any of its subsidiaries are beneficially owned, directly or indirectly, controlled or directed by any director and his or her associates or affiliates,

(i) state the number of securities of each class of voting securities beneficially owned, directly or indirectly, controlled or directed by the associates or affiliates, and

(ii) name each associate or affiliate whose security holdings are 10% or more.

Item 6: Executive Compensation

Complete and attach to or include in this Form a Statement of Executive Compensation (BC Form 51-904F). 

Item 7: Indebtedness of Directors, Executive Officers and Senior Officers

(a) The information required by this Item must be provided for each individual who is, or at any time during the most recently completed financial year, was a director, executive officer or senior officer of the issuer, each proposed nominee for election as a director of the issuer, and each associate of any director, officer or proposed nominee,

(i) who is, or at any time since the beginning of the most recently completed financial year of the issuer has been, indebted to the issuer or any of its subsidiaries, or

(ii) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries.

(b) State in the tabular form under the caption set out, for any indebtedness referred to in paragraph (a) that was entered into in connection with a purchase of securities of the issuer or any of its subsidiaries:

(i) The name of the borrower (column (a)).

(ii) If the borrower is a director, executive officer or senior officer, the principal position of the borrower. If the borrower was, during the year, but no longer is a director or officer, include a statement to that effect. If the borrower is a proposed nominee for election as a director, include a statement to that effect. If the borrower is an associate, describe briefly the relationship of the borrower to an individual who is or, during the year, was a director, executive officer or senior officer or who is a proposed nominee for election as a director, name that individual and provide the information required by this subparagraph for that individual (column (a)).

(iii) Whether the issuer or any of its subsidiaries is the lender or the provider of a guarantee, support agreement, letter of credit or similar arrangement or understanding (column (b)).

(iv) The largest aggregate amount of indebtedness outstanding at any time during the last completed financial year (column (c)).

(v) The aggregate amount of indebtedness outstanding as at a date within 30 days of certification of the annual filing (column (d)).

(vi) Separately for each class or series of securities, the number of securities purchased during the last completed financial year with the financial assistance (column (e)).

(vii) The security for the indebtedness, if any, provided to the issuer, any of its subsidiaries or any other entity (column (f)).

TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS

(c) State in the introduction immediately before the table required by paragraph (b), for indebtedness entered into in connection with a purchase of securities of the issuer or any of its subsidiaries, separately, the aggregate indebtedness,

(i) to the issuer or any of its subsidiaries, and

(ii) to another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries,

of all officers, directors, employees and former officers, directors and employees of the issuer or any of its subsidiaries outstanding as at a date within 30 days of certification of the annual filing.

(d) State in the tabular form under the caption set out, for any indebtedness referred to in paragraph (a) that was not entered into in connection with a purchase of securities of the issuer or any of its subsidiaries, the information referred to in subparagraphs (b) (i) to (v).

TABLE OF INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS
[insert if the issuer has a securities purchase program "OTHER THAN UNDER SECURITIES PURCHASE PROGRAMS"]

(e) State in the introduction immediately before the table required by paragraph (d), for indebtedness not entered into in connection with a purchase of securities of the issuer or any of its subsidiaries, separately, the aggregate indebtedness,

(i) to the issuer or any of its subsidiaries, and

(ii) to another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries,

of all officers, directors, employees and former officers, directors and employees of the issuer or any of its subsidiaries outstanding as at a date within 30 days of certification of the annual filing.

(f) Disclose in a footnote to, or a narrative accompanying, each table required by this Item,

(i) the material terms of each incidence of indebtedness and, if applicable, of each guarantee, support agreement, letter of credit or other similar arrangement or understanding, including without limitation the term to maturity, rate of interest and any understanding, agreement or intention to limit recourse, and for the table required by paragraph (d) only, any security for the indebtedness and the nature of the transaction in which the indebtedness was incurred,

(ii) any material adjustment or amendment made during the most recently completed financial year to the terms of the indebtedness and, if applicable, the guarantee, support agreement, letter of credit or similar arrangement or understanding, and

(iii) the class or series of the securities purchased with financial assistance or held as security for the indebtedness and, if the class or series of securities is not publicly traded, all material terms of the securities, including but not limited to provisions for exchange, conversion, exercise, redemption, retraction and dividends.

(g) No disclosure need be made under this Item of an incidence of indebtedness that has been entirely repaid on or before the date of certification of the annual filing or of any of the following types of routine indebtedness:

 (i) If an issuer makes loans to employees generally, whether or not in the ordinary course of business, loans are considered routine indebtedness if made on terms, including those as to interest rate and security, no more favourable to the borrower than the terms on which loans are made by the issuer to employees generally.  The amount at any time during the last completed financial year remaining unpaid under the loans to any one director, executive officer, senior officer or proposed nominee together with his or her associates that are treated as routine indebtedness under this subparagraph must not exceed $25,000.

(ii) Whether or not the issuer makes loans in the ordinary course of business, a loan to a director, executive officer or senior officer is considered routine indebtedness if

A. the borrower is a full-time employee of the issuer,

B. the loan is fully secured against the residence of the borrower, and

C. the amount of the loan does not exceed the annual salary of the borrower.

(iii) If the issuer makes loans in the ordinary course of business, a loan is considered routine indebtedness if made to a person other than a full-time employee of the issuer, and if the loan

A. is made on substantially the same terms, including those as to interest rate and security, as are available when a loan is made to other customers of the issuer with comparable credit ratings, and

B. involves no more than usual risks of collectibility.

(iv) Indebtedness arising by reason of purchases made on usual trade terms or of ordinary travel or expense advances, or for similar reasons is considered routine indebtedness if the repayment arrangements accord with usual commercial practice.

(h) For purposes of this Item, "executive officer" has the same meaning as in BC Form 51-904F and "support agreement" includes, but is not limited to, an agreement to provide assistance in the maintenance or servicing of any indebtedness and an agreement to provide compensation for the purpose of maintaining or servicing any indebtedness of the borrower.

Item 8: Interests of Insiders in Material Transactions

Describe briefly and, where practicable, state the approximate amount of any material interest, direct or indirect, of any insider of the issuer or any associate or affiliate of any insider in any transaction since the commencement of the issuer's last financial year or in any proposed transaction that has materially affected or would materially affect the issuer or any of its subsidiaries.

Instructions:

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 that person's relationship to the issuer.

2. For any transaction involving the purchase or sale of assets by or to the issuer or any of its subsidiaries, other than in the ordinary course of business, state the cost of the assets to the purchaser and the cost to the seller if acquired by the seller within two years of the transaction.

3. This Item does not apply to any interest arising from the ownership of securities of the issuer where the securityholder receives no extra or special benefit or advantage not shared 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 must be included as to any material underwriting discounts or commissions on the sale of securities by the issuer where any of the specified persons was or is to be an underwriter who was or is to be in a contractual relationship with the issuer with respect to securities of the issuer 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 for any transaction or any interest in that transaction where,

(a) the rates or charges involved in the transaction are fixed by law or determined by competitive bids,

(b) 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,

(c) the transaction involves services as a bank or other depository of funds, transfer agent, registrar, trustee under a trust indenture or other similar services,

(d) the transaction does not, directly or indirectly, involve remuneration for services, and,

(i) the interest of the specified person arose from the beneficial ownership, direct or indirect, of less than 10% of any class of voting securities of another company that is a party to the transaction,

(ii) the transaction is in the ordinary course of business of the issuer or its subsidiaries, and

(iii) the amount of the transaction or series of transactions is less than 10% 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 must be provided in answer to this Item for 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% of any class of voting securities of another company providing the services to the issuer or its subsidiaries.

7. This Item does not require the disclosure of any interest in any transaction unless that interest and transaction are material.

Item 9: Auditor of the Reporting Issuer

Name the auditor of the issuer. If the auditor was first appointed within the last five years, state the date when the auditor was first appointed.

Item 10: Management Contracts

Where management functions of the issuer or any of its subsidiaries are to any substantial degree performed by a person other than the directors or senior officers of the issuer or subsidiary

(a) give details of the agreement or arrangement under which the management functions are performed, including the name and address of any person who is a party to the agreement or arrangement or who is responsible for performing the management functions,

(b) give the names and home addresses in full or, alternatively, solely the municipality of residence or postal address, of the insiders of the person with which the issuer or subsidiary has an agreement or arrangement and, if known to the directors or senior officers of the issuer, the names and addresses of any person that would be an insider of any person with which the issuer or subsidiary has an agreement or arrangement if the person were a reporting issuer,

(c) for any person named under paragraph (a), state the amounts paid or payable by the issuer and its subsidiaries to the person since the commencement of the issuer's last financial year and give particulars, and

(d) for any person named under paragraph (a) or (b) and their associates and affiliates, give particulars of

(i) any indebtedness of the person, associate or affiliate to the issuer or its subsidiaries that was outstanding, and

(ii) any transaction or arrangement of the person, associate or affiliate with the issuer or subsidiary,

at any time since the commencement of the issuer's last financial year.

Instructions:

1. It is not necessary to refer to any matter that is relatively insignificant.

2. In giving particulars of indebtedness, state the largest aggregate amount of indebtedness outstanding at any time during the period, the nature of the indebtedness and of the transaction in which it was incurred, the amount of indebtedness currently outstanding and the rate of interest paid or charged on the indebtedness.

3. It is not necessary to include as indebtedness amounts due from the particular person for purchases subject to usual trade terms, for ordinary travel and expense advances and for other similar transactions.