45-102 - Resale of Securities [MI Proposed - Lapsed]

MULTILATERAL INSTRUMENT 45-102
RESALE OF SECURITIES

TABLE OF CONTENTS

PART              TITLE

PART 1           DEFINITIONS

1.1       Definitions

PART 2           FIRST TRADE

2.1       Application
2.2       Removal of Resale Provisions
2.3       Section 2.5 Applies
2.4       Section 2.6 Applies
2.5       Restricted Period
2.6       Seasoning Period
2.7       Exemption for a Trade if the Issuer Becomes a Reporting Issuer fter the Distribution Date
2.8       Exemption for a Trade by a Control Person
2.9       Determining Time Periods
2.10     Exemption for a Trade in an Underlying Security if the Convertible Security, Exchangeable Security or Multiple Convertible Security is Qualified by a Prospectus
2.11     Exemption for a Trade in a Security Acquired in a Take-over Bid or Issuer Bid
2.12     Exemption for a Trade in an Underlying Security if the Convertible Security, Exchangeable Security or Multiple Convertible Security is Qualified by a Securities Exchange Take-over Bid Circular or Issuer Bid Circular
2.13     Trades by Underwriters
2.14     First Trades in Securities of a Non-Reporting Issuer Distributed under a Prospectus Exemption

PART 3           TRANSITIONAL PROVISION

3.1       Transitional Provision

PART 4           EXEMPTION

4.1       Exemption

PART 5           EFFECTIVE DATE

5.1       Repeal of Former Instrument
5.2       Effective Date of New Instrument

APPENDIX A
APPENDIX B
APPENDIX C
APPENDIX D
APPENDIX E
APPENDIX F
FORM 45-102F1

MULTILATERAL INSTRUMENT 45-102
RESALE OF SECURITIES

PART 1           DEFINITIONS

1.1       Definitions - In this Instrument

"control distribution" means a trade described in the provisions of securities legislation listed in Appendix A;

"convertible security" means a security of an issuer that is convertible into, or carries the right of the holder to purchase or otherwise acquire, or of the issuer to cause the purchase or acquisition of, a security of the same issuer;

"distribution date" means

(a)        in respect of a trade that is not a control distribution, the date the security that is the subject of the trade was distributed in reliance on an exemption from the prospectus requirement by the issuer or, in the case of a control distribution, by the selling security holder,

(b)     in respect of a trade that is a control distribution, the date the security that is the subject of the trade was acquired by the selling security holder,

(c)     in respect of a trade of an underlying security that is not a control distribution, the date the convertible security, exchangeable security or multiple convertible security that, directly or indirectly, entitled or required the holder to acquire the underlying security was distributed in reliance on an exemption from the prospectus requirement by the issuer or, in the case of a control distribution, by the selling security holder, or

(d)     in respect of a trade of an underlying security that is a control distribution, the date the convertible security, exchangeable security or multiple convertible security that, directly or indirectly, entitled or required the holder to acquire the underlying security was acquired by the selling security holder;

"exchangeable security" means a security of an issuer that is exchangeable for, or carries the right of the holder to purchase or otherwise acquire, or of the issuer to cause the purchase or acquisition of, a security of another issuer;

"former MI 45-102" means Multilateral Instrument 45-102 Resale of Securities that came into force on November 30, 2001;

"multiple convertible security" means a security of an issuer that is convertible into, or exchangeable for, or carries the right of the holder to purchase or otherwise acquire, or of the issuer to cause the purchase or acquisition of, a convertible security, an exchangeable security or another multiple convertible security;

"private company" has the meaning ascribed to that term in securities legislation;

"private issuer" has the meaning ascribed to that term in securities legislation except in Ontario where "private issuer" means a person that

(a)        is not a reporting issuer or a mutual fund,

(b)        is an issuer all of whose issued and outstanding shares

(i)         are subject to restrictions on transfer contained in the constating documents of the issuer or one or more agreements among the issuer and the holders of its securities; and

(ii)        are beneficially owned, directly or indirectly, by not more than 50 persons or companies, counting any two or more joint registered holders as one beneficial owner, exclusive of persons

(A)       that are employed by the issuer or an affiliated entity of the issuer, or

(B)       that beneficially owned, directly or indirectly, shares of the issuer while employed by it or an affiliated entity of it and at all times since ceasing to be so employed have continued to beneficially own, directly or indirectly, at least one share of the issuer, and

(c)        has not distributed any securities to the public;

"SEDAR" has the meaning ascribed to that term in National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR); and

"underlying security" means a security issued or transferred, or to be issued or transferred, in accordance with the terms of a convertible security, an exchangeable security or a multiple convertible security.

PART 2           FIRST TRADES

2.1       Application - Except for sections 2.1, 2.8 and 2.9, this Part does not apply in Manitoba, New Brunswick and the Yukon Territory.

2.2       Removal of Resale Provisions - The provisions in securities legislation listed in Appendix C do not apply.

2.3       Section 2.5 Applies - If a security was distributed under any of the provisions listed in Appendix D, the first trade of that security is subject to section 2.5.

2.4       Section 2.6 Applies - If a security was distributed under any of the provisions listed in Appendix E, the first trade of that security is subject to section 2.6.

2.5       Restricted Period

(1)        Unless the conditions in subsection (2) are satisfied, a trade that is specified by section 2.3 or other securities legislation of a jurisdiction to be subject to this section is a distribution.

(2)        The conditions are:

1.         The issuer is and has been a reporting issuer in a jurisdiction for the four months immediately preceding the trade.

2.         At least four months have elapsed from the distribution date.

3.         If the distribution date is on or after [insert the effective date of this Instrument] and the security is subject to a restricted period in item (2) 2., a certificate representing the securities was issued that carried a legend stating:  

"Unless permitted under securities legislation, the holder of the securities shall not trade the securities before the date that is 4 months and a day after the later of (i) [insert the distribution date], and (ii) the date the issuer became a reporting issuer in any province or territory. "

4.         The trade is not a control distribution.

5.         No unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade.

6.         No extraordinary commission or consideration is paid to a person or company in respect of the trade.

7.         If the selling security holder is an insider or officer of the issuer, the selling security holder has no reasonable grounds to believe that the issuer is in default of securities legislation.

2.6       Seasoning Period

(1)      Unless the conditions in subsection (3) are satisfied, a trade that is specified by section 2.4 or other securities legislation of a jurisdiction to be subject to this section is a distribution.

(2)      The first trade of securities issued by a private company or private issuer made after the issuer has ceased to be a private company or private issuer is a distribution unless the conditions in subsection (3) are satisfied. 

(3)      The conditions are:

1.         The issuer is and has been a reporting issuer in a jurisdiction for the four months immediately preceding the trade.

2.         The trade is not a control distribution.

3.         No unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade.

4.         No extraordinary commission or consideration is paid to a person or company in respect of the trade.

5.         If the selling security holder is an insider or officer of the issuer, the selling security holder has no reasonable grounds to believe that the issuer is in default of securities legislation.

2.7       Exemption for a Trade if the Issuer Becomes a Reporting Issuer After the Distribution Date

(1)        Despite item 2.5(2)1., if the issuer became a reporting issuer after the distribution date by filing a prospectus in a jurisdiction listed in Appendix B and is a reporting issuer in a jurisdiction at the time of the trade, the condition in item 2.5(2)1. does not apply.

(2)        Despite item 2.6(3)1., if the issuer became a reporting issuer after the distribution date by filing a prospectus in a jurisdiction listed in Appendix B and is a reporting issuer in a jurisdiction at the time of the trade, the condition in item 2.6(3)1. does not apply.

(3)        Despite item 2.8(2)1., if the issuer became a reporting issuer after the distribution date by filing a prospectus in a jurisdiction listed in Appendix B and is a reporting issuer in a jurisdiction at the time of the trade, the condition in item 2.8(2)1. does not apply.                     

2.8       Exemption for a Trade by a Control Person

(1)        The prospectus requirement does not apply to a control distribution, or a distribution by a lender, pledgee, mortgagee or other encumbrancer for the purpose of liquidating a debt made in good faith by selling or offering for sale a security pledged, mortgaged or otherwise encumbered in good faith as collateral for the debt if the security was acquired by the lender, pledgee, mortgagee or other encumbrancer in a control distribution, if the conditions in subsection (2) are satisfied.

(2)        The conditions are:

1.         The issuer is and has been a reporting issuer in a jurisdiction for the four months immediately preceding the trade.

2.         The selling security holder, or the lender, pledgee, mortgagee or other encumbrancer if the distribution is for the purpose of liquidating a debt, has held the securities for at least four months.

3.         No unusual effort is made to prepare the market or to create a demand for the securities that are the subject of the trade.

4.         No extraordinary commission or consideration is paid to a person or company in respect of the trade.

5.         The selling security holder has no reasonable grounds to believe that the issuer is in default of securities legislation.

(3)        The selling security holder, or the lender, pledgee, mortgagee or other encumbrancer if the distribution is for the purpose of liquidating a debt, under subsection (2) shall

(a)        sign and file Form 45-102F1 at the times set out in subsections (4) and (5), and

(b)        file, within three days after the completion of any trade, an insider report prepared in accordance with either Form 55-102F2 or Form 55-102F6 under National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI).

(4)        A person or company required to file Form 45-102 F1 shall sign the form no earlier than one business day before its filing.

(5)        Subject to subsection (6), a person or company required to file Form 45-102 F1 shall file the form

(a)        at least seven days and not more than 14 days before the first trade that forms part of the distribution,

(b)        on the 60th day after the date of filing under paragraph (a), and

(c)        thereafter at the end of each 28 day period.

(6)        Subject to subsection (7), if a person or company has filed a Form 45-102F3 Notice of Intention to Distribute Securities under former MI 45-102 before the effective date of this Instrument, the person or company shall file Form 45-101F1

(a)        on the 60th day after the date of filing of the Form 45-102F3 and thereafter at the end of each 28 day period, or

(b)        on the 28th day after the filing of the renewal Form 45-102F3, and thereafter at the end of each 28 day period, if a renewal form has been filed before the effective date of this Instrument. 

(7)        A person or company is not required to file Form 45-102 F1 under paragraph 5(b), 5(c), 6(a) or 6(b) if

(a)        all of the securities specified under the initial form have been sold, or

(b)        a notice has been filed in the jurisdictions in which the initial Form 45-102F1 or equivalent form was filed, which states that the securities specified in the initial form, or the unsold securities, are no longer for sale.

(8)        The person or company required to file Form 45-102 F1 under subsection (3) or (6), or the notice under paragraph 7 (b), shall file the form or the notice on SEDAR.

2.9       Determining Time Periods

(1)       If an issuer was a party to an amalgamation, merger, continuation or arrangement, it may include the period of time that one of the parties to the amalgamation, merger, continuation or arrangement was a reporting issuer immediately before the amalgamation, merger, continuation or arrangement to determine the period of time it has been a reporting issuer in a jurisdiction for the purposes of section 2.5, 2.6 or 2.8.

(2)        In determining the period of time that a selling security holder has held a security for the purposes of section 2.5 or 2.8, if the security was acquired by the selling security holder from an affiliate of the selling security holder, the period of time that the affiliate has held the security may be included.

(3)        In determining the period of time that a selling security holder has held an underlying security for the purposes of section 2.8, the period of time the selling security holder has held the convertible security, exchangeable security or multiple convertible security may be included.

(4)        In determining the period of time that a lender, pledgee, mortgagee or other encumbrancer has held a security under item 2.8(2)2., the period of time the debtor has held the security may be included.

(5)        In determining the period of time that a lender, pledgee, mortgagee  or other encumbrancer has held an underlying security under item 2.8(2)2., the period of time the debtor has held the convertible security, exchangeable security or multiple convertible security may be included.

2.10       Exemption for a Trade in an Underlying Security if the Convertible Security, Exchangeable Security or Multiple Convertible Security is Qualified by a Prospectus - Section 2.6 does not apply to a trade in an underlying security issued or transferred under the terms of a convertible security, exchangeable security or multiple convertible security if

(a)        a receipt was obtained for a prospectus qualifying the distribution of the convertible security, exchangeable security or multiple convertible security;

(b)        the trade is not a control distribution; and

(c)        the issuer of the underlying security is a reporting issuer at the time of the trade.

2.11       Exemption for a Trade in a Security Acquired in a Take-over Bid or Issuer Bid - Section 2.6 does not apply to a trade of a security of an offeror if

(a)        a securities exchange take-over bid circular or securities exchange issuer bid circular relating to the distribution of the security was filed by the offeror on SEDAR;

(b)        the trade is not a control distribution; and

(c)        the offeror was a reporting issuer on the date the securities of the offeree issuer were first taken up under the take-over bid or issuer bid.

2.12       Exemption for a Trade in an Underlying Security if the Convertible Security, Exchangeable Security or Multiple Convertible Security is Qualified by a Securities Exchange Take-over Bid Circular or Issuer Bid Circular - Section 2.6 does not apply to a trade in an underlying security issued or transferred under the terms of a convertible security, exchangeable security or multiple convertible security if

(a)        a securities exchange take-over bid circular or a securities exchange issuer bid circular relating to the distribution of the convertible security, exchangeable security or multiple convertible security was filed by the offeror on SEDAR;

(b)        the trade is not a control distribution;

(c)        the offeror was a reporting issuer on the date the securities of the offeree issuer were first taken up under the take-over bid or issuer bid; and

(d)        the issuer of the underlying security is a reporting issuer at the time of the trade.

2.13        Trades by Underwriters - A trade by an underwriter of securities distributed under any of the provisions listed in Appendix F is a distribution.

2.14        First Trades in Securities of a Non-Reporting Issuer Distributed under a Prospectus Exemption

(1)        The prospectus requirement does not apply to the first trade of a security distributed under an exemption from the prospectus requirement if

(a)        the issuer of the security

(i)         was not a reporting issuer in any jurisdiction at the distribution date, or

(ii)        is not a reporting issuer in any jurisdiction at the date of the trade;

(b)        at the distribution date, after giving effect to the issue of the security and any other securities of the same class or series that were issued at the same time as or as part of the same distribution as the security, residents of Canada

(i)         did not own directly or indirectly more than 10 percent of the outstanding securities of the class or series, and

(ii)        did not represent in number more than 10 percent of the total number of owners directly or indirectly of securities of the class or series; and

(c)        the trade is made

(i)           through an exchange, or a market, outside of Canada, or

(ii)          to a person or company outside of Canada.

(2)        The prospectus requirement does not apply to the first trade of an underlying security if

(a)        the convertible security, exchangeable security or multiple convertible security that, directly or indirectly, entitled or required the holder to acquire the underlying security was distributed under an exemption from the prospectus requirement;

(b)        the issuer of the underlying security

(i)         was not a reporting issuer in any jurisdiction at the distribution date of the convertible security, exchangeable security or multiple convertible security, or

(ii)        is not a reporting issuer in any jurisdiction at the date of the trade;

(c)        the conditions in paragraph (1)(b) would have been satisfied for the underlying security at the time of the initial distribution of the convertible security, exchangeable security or multiple convertible security; and

(d)        the condition in paragraph (1)(c) is satisfied.

PART 3           TRANSITIONAL PROVISION

3.1       Transitional Provision - Securities distributed between November 30, 2001 and the effective date of this Instrument that were subject to a restricted period and legending requirement under section 2.5(2) or (3) of former MI 45-102 continue to be subject to that requirement unless a new certificate is issued that complies with item 2.5(2)3.

PART 4           EXEMPTION

4.1       Exemption

(1)        The regulator or the securities regulatory authority may grant an exemption from this Instrument, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

(2)        Despite subsection (1), in Ontario, only the regulator may grant such an exemption.

PART 5           EFFECTIVE DATE

5.1       Repeal of Former Instrument - Former MI 45-102 is repealed.

5.2       Effective Date of New Instrument - This Instrument comes into force on []. 

APPENDIX A
TO
MULTILATERAL INSTRUMENT 45-102
RESALE OF SECURITIES

CONTROL DISTRIBUTIONS 

JURISDICTION                  SECURITIES LEGISLATION REFERENCE
Alberta                                    Definition of "control person" in section 1(l) and subclause (iii) of the definition of "distribution" contained in section 1(p) of the Securities Act (Alberta)

British Columbia                      Paragraph (c) of the definition of "distribution" contained in section 1(1) of the Securities Act (British Columbia)

Manitoba                                Paragraph (b) of the definition of "primary distribution to the public" contained in subsection 1(1) of the Securities Act (Manitoba)

Newfoundland and                  Clause 2(1)(l)(iii) of the Securities Act (Newfoundland and

Labrador                                Labrador)

Northwest                               Definition of "control person" and paragraph (iii) of the

Territories                               definition of "distribution" contained in subsection 1(1) of Blanket Order No. 1 of the Registrar of Securities.

Nova Scotia                            Clause 2(1)(l)(iii) of the Securities Act (Nova Scotia)

Nunavut                                  Definition of "control person" and paragraph (iii) of the definition of "distribution" contained in subsection 1(1) of Blanket Order No. 1 of the Registrar of Securities.

Ontario                                   Paragraph (c) of the definition of "distribution" contained in subsection 1(1) of the Securities Act (Ontario)

Prince Edward Island              Clause (iii) of the definition of "distribution" in section 1 of the Securities Act (Prince Edward Island)

Saskatchewan                         Subclauses 2(1)(r)(iii), (iv) and (v) of The Securities Act, 1988 (Saskatchewan)

APPENDIX B
TO
MULTILATERAL INSTRUMENT 45-102
RESALE OF SECURITIES

REPORTING ISSUER JURISDICTIONS 

Alberta 

British Columbia 

Manitoba

Nova Scotia

Ontario

Quebec

Saskatchewan

APPENDIX C
TO
MULTILATERAL INSTRUMENT 45-102
RESALE OF SECURITIES

NON-APPLICABLE RESALE PROVISIONS
(Section 2.2)

JURISDICTION                            SECURITIES LEGISLATION REFERENCE

Alberta                                             Sections 131, 132, 133, 134, 135, 136, 137, 138, 139 with respect to underwriters and 140 of the Securities Act (Alberta)

Newfoundland and Labrador            Clause 54(5)(a), subsections 54(7), 54(9), 54(10), 73(4), 73(5), 73(6) as it relates to clause 72(1)(r), 73(7) but not as it relates to subsection 54(6) and 54(7), 73(12), 73(18), 73(19) and 73(24) of the Securities Act (Newfoundland and Labrador)

Nova Scotia                                     Subsections 77(5), 77(6), 77(7), 77(7A), 77(7B), 77(8), 77(9), 77(10)(a) and 77(11) of the Securities Act (Nova Scotia)

Ontario                                             Subsections 72(4), 72(5), 72(6) as it relates to clause 72(1)(r), and 72(7) of the Securities Act (Ontario)

APPENDIX D
TO
MULTILATERAL INSTRUMENT 45-102
RESALE OF SECURITIES

RESTRICTED PERIOD TRADES
(Section 2.3)

Sections 131(1)(a), (b), (c), (d), (l), (m), (q), (r), (s),  (t),  (u) and (bb) of the Securities Act (Alberta), and section 131(1)(f)(iii) of the Securities Act (Alberta) if the right to purchase, convert or exchange was previously acquired under

(i)         one of the above-listed exemptions under the Securities Act (Alberta),

(ii)        section 122(b) or (d) of the Alberta Securities Commission Rules, or

(iii)       under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102

Sections 128(a), (b), (c), (e), (f) and (h) of the Securities Rules (British Columbia)

Sections 74(2)(11)(ii) and 74(2)(13) of the Securities Act (British Columbia) if the security acquired by the selling security holder was initially acquired by a person or company under any of the sections of the Securities Act (British Columbia), or the Securities Rules (British Columbia) referred to in this Appendix

Section 74(2)(11)(iii) of the Securities Act (British Columbia) if the right to purchase, convert or exchange or otherwise acquire was originally acquired under sections 74(2)(1) to (6), (16), (18), (19), (23) and (25) of the Securities Act (British Columbia), section 128(a), (b), (c), (e), (f) and (h) of the Securities Rules (British Columbia), or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102

Section 74(2)(12) of the Securities Act (British Columbia) if the security acquired by the selling security holder under the realization on collateral was initially acquired by a person or company under any of the sections of the Securities Act (British Columbia) or the Securities Rules (British Columbia) referred to in this Appendix

Clauses 54(3)(f) and (g) and 73(1)(a), (b), (c), (d), (h), (l), (m), (p) and (q) of the Securities Act (Newfoundland and Labrador) and subclause 73(1)(f)(iii) of the Securities Act (Newfoundland and Labrador) if the right to purchase, convert or exchange was previously acquired under one of the above listed exemptions under the Securities Act (Newfoundland and Labrador) or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102 

Paragraphs 3(a), (b), (c), (k), (l), (m), (r), (s), (t), (u), (w) and (z), and subparagraph 3(e)(iii) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories) if the right to purchase, convert or exchange was previously acquired under one of the above-listed exemptions under Blanket Order No. 1 of the Registrar of Securities (Northwest Territories) or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102

Clauses 77(1)(a), (b), (c), (d), (l), (m), (p), (q), (u), (w), (y), (ab) and (ad) of the Securities Act (Nova Scotia), and subclause 77(1)(f)(iii) of the Securities Act (Nova Scotia) if the right to purchase, convert or exchange was previously acquired under one of the above listed exemptions under the Securities Act (Nova Scotia) or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102

Paragraphs 3(a), (b), (c), (k), (l), (m), (r), (s), (t), (u), (w) and (z), and subparagraph 3(e)(iii) of Blanket Order No.1 of the Registrar of Securities (Nunavut) if the right to purchase, convert or exchange was previously acquired under one of the above-listed exemptions under Blanket Order No. 1 of the Registrar of Securities (Nunavut) or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102

Clauses 72(1)(a), (b), (c), (d), (l), (m), (p) and (q) of the Securities Act (Ontario) and subclause 72(1)(f)(iii) of the Securities Act (Ontario) if

(A)   the right to purchase, convert or exchange was previously acquired under one of the above-listed exemptions under the Securities Act (Ontario), or

(B)    the right to purchase, convert or exchange was previously acquired under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102. 

Clauses 13(1)(a), (b), (c), (g) and (i) and subclause 13(1)(e)(iii) of the Securities Act (Prince Edward Island) if the right to purchase, convert or exchange was previously acquired under one the above-listed exemptions under the Securities Act (Prince Edward Island)

Clauses 81(1)(a), (b), (c), (d), (m), (n), (s), (t), (v), (w), (z), (bb) and (ee) of The Securities Act, 1988 (Saskatchewan)

Subclauses 81(1)(f)(iii) and (iv) of The Securities Act, 1988 (Saskatchewan) if the convertible security, exchangeable security or multiple convertible security was acquired under one of the exemptions of The Securities Act, 1988 (Saskatchewan) referred to in this Appendix or under an exemption from the prospectus requirement that specifies that the first trade is subject to section 2.5 of MI 45-102

Clause 81(1)(e) of The Securities Act, 1988 (Saskatchewan) if the person or company from whom the securities were acquired obtained the securities under one of the exemptions of The Securities Act, 1988 (Saskatchewan) referred to in this Appendix

APPENDIX E
TO
MULTILATERAL INSTRUMENT 45-102
RESALE OF SECURITIES

SEASONING PERIOD TRADES
(Section 2.4)

Section 131(1)(f) if not included in Appendix D or F of this Instrument, sections 131(h), (i) if not included in Appendix F, (j), (k), (o) and (y) of the Securities Act (Alberta) and sections 107(1) (j.1) and (k.1) prior to their repeal by section 5 of the Securities Amendment Act, 1989 (Alberta)

Section 74(2)(11)(iii) if not included in Appendix D or F and sections 74(2)(7), (8) if not included in Appendix F, (9) to (11), (13), (22) and (24) of the Securities Act (British Columbia)

Section 128(g) of the Securities Rules (British Columbia)

Section 74(2)(12) of the Securities Act (British Columbia), if the security acquired by the selling security holder under the realization on collateral was initially acquired by a person or company under any of the sections of the Securities Act (British Columbia) or the Securities Rules (British Columbia) referred to in this Appendix

Clauses 54(3) and 73(1)(f) if not included in Appendix D or F of this Instrument, (i) if not included in Appendix F, (j), (k) and (n) of the Securities Act (Newfoundland and Labrador)

Paragraphs 3(e), (f), (g), (h), (i), (n), (x), (y) and (mm) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories), except for a trade made under subparagraph 3(e)(iii) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories) that is included in Appendix D or F of this Instrument or a trade made under paragraph 3(g) that is included in Appendix F of this Instrument

Clause 77(1)(f) of the Securities Act (Nova Scotia) if not included in Appendix D or F of this Instrument, and clauses 77(1)(h), (i) if not included in Appendix F, (j), (k), (n), (v), (va), (ac), (ae) and (af) of the Securities Act (Nova Scotia), and clause 78(1)(a) of the Securities Act (Nova Scotia) as it relates to clause 41(2)(j) of the Securities Act (Nova Scotia) and Blanket Order No. 27(revised), 37, 38, 46 and 45-501

Paragraphs 3(e), (f), (g), (h), (i), (n), (x), (y) and (mm) of Blanket Order No. 1 of the Registrar of Securities (Nunavut), except for a trade made under subparagraph 3(e)(iii) of Blanket Order No. 1 of the Registrar of Securities (Nunavut) that is included in Appendix D or F of this Instrument or a trade made under paragraph 3(g) that is included in Appendix F of this Instrument

Clauses 72(1)(f), (i) if not included in Appendix F, (j), (k) and (n) of the Securities Act (Ontario), except for a trade made under 72(1)(f)(iii) of the Securities Act (Ontario) that is:

(i)         included in Appendix D or F of this Instrument; or

(ii)        to an associated consultant or investor consultant as defined in Ontario Securities Commission Rule 45-503 Trades to Employees, Executives and Consultants; or

(iii)       contemplated by section 6.5 of Ontario Securities Commission Rule 45-501 Exempt Distributions

Clauses 13(1)(e) if not included in Appendix D or F of this Instrument, (f) if not included in Appendix F, (h) and (k) of the Securities Act (Prince Edward Island) or section 3.1 or 3.2 of Rule 45-501, section 1.1 of Prince Edward Island Rule 45-502, section 2.1 or 2.2 of Prince Edward Island Rule 45-506 or section 2.1 or 2.2 of Prince Edward Island Rule 45-510

Clauses 81(1)(a.1), (e) if not included in Appendix D of this Instrument, (f) if not included in Appendix D or F of this Instrument, (f.1), (g), (h), (i) if not included in Appendix F, (i.1), (j), (k), (o), (cc) and (dd) of The Securities Act, 1988 (Saskatchewan)

APPENDIX F
TO
MULTILATERAL INSTRUMENT 45-102
RESALE OF SECURITIES

UNDERWRITERS
(Section 2.13)

Section 131(1)(v) of the Securities Act (Alberta) and section 131(1)(i) or 131(1)(f)(iii) of the Securities Act (Alberta) if the original security was acquired under section 131(1)(v) of the Securities Act (Alberta)]

Section 74(2)(15) of the Securities Act (British Columbia) and section 74(2)(8) or 74(2)(11)(iii) of the Securities Act (British Columbia) if the original security was acquired under section 74(2)(15) of the Securities Act (British Columbia)

Clause 73(1)(r) of the Securities Act (Newfoundland and Labrador) and section 73(1)(i) or 73(1)(f)(iii) of the Securities Act (Newfoundland and Labrador) if the original security was acquired under section 73(1)(r) of the Securities Act (Newfoundland and Labrador)

Paragraph 3(v) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories)  and paragraph 3(g) or subparagraph 3(e)(iii) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories) if the original security was acquired under paragraph 3(v) of Blanket Order No. 1 of the Registrar of Securities (Northwest Territories)

Clause 77(1)(r)  of the Securities Act (Nova Scotia) and clause 77(1)(i) or 77(1)(f)(iii) of the Securities Act (Nova Scotia) if the original security was acquired under clause 77(1)(r) of the Securities Act (Nova Scotia)

Paragraph 3(v) of Blanket Order No. 1 of the Registrar of Securities (Nunavut) and paragraph 3(g) or subparagraph 3(e)(iii) of Blanket Order No. 1 of the Registrar of Securities (Nunavut) if the original security was acquired under paragraph 3(v) of Blanket Order No. 1 of the Registrar of Securities (Nunavut)

Clause 72(1)(r) of the Securities Act (Ontario) and clause 72(1)(f)(iii) or 72(1)(i) if the original security was acquired under section 72(1)(r) of the Securities Act (Ontario)

Section 2.1 of Prince Edward Island Rule 45-509 and subclause 13(1)(e) (iii) or clause 13(1)(f) of the Securities Act (Prince Edward Island) or section 1.1 of Prince Edward Island Rule 45-502 if the original security was acquired under section 2.1 of Prince Edward Island Rule 45-509 

Clause 81(1)(u) of The Securities Act, 1988 (Saskatchewan) and clause 81(1)(i) or subclause 81(1)(f)(iii) of The Securities Act, 1988 (Saskatchewan) if the original security was acquired under clause 81(1)(u) of The Securities Act, 1988 (Saskatchewan)