NIN 95/03 - Draft Form 14A - Information Required in Prospectus of Junior Natural Resource Issuer [NIN - Rescinded]
| Published Date: | 1995-01-06 |
|---|---|
| Effective Date: | 1995-01-05 |
The Commission is publishing for comment Draft Form 14A - Information Required in Prospectus of Junior Natural Resource Issuer. This Notice provides background to Draft Form 14A and invites comments on specific issues.
Draft Form 14A is expected to reduce the time and expense to issuers for staff's review of a prospectus of a junior natural resource issuer by:
1. providing a comprehensive guide to the disclosure requirements for junior natural resource issuers including cross references to, and excerpts from, the Securities Act, the Securities Regulation and relevant policies and notices; and
2. incorporating in Draft Form 14A some commentary on deficiencies in disclosure that staff routinely raise.
The new draft form of prospectus for junior natural resource issuers, although based on Form 12A - Information Required in Prospectus of Junior Industrial Issuer, has been modified to recognize the different business of natural resource issuers. It also incorporates the technical property sections from Form 14 - Information Required in Prospectus of Natural Resource Issuer. These Form 14 sections have been substantially revised and are set out in the Draft Form 14A as Item 6, "Property of the Issuer".
The Commission is requesting comment on Draft Form 14A. Specific comment is requested with respect to the following items:
- Currently, Draft Form 14A is directed at "junior" natural resource issuers who are listed or seeking a listing on the Vancouver Stock Exchange. Is a VSE listing an appropriate distinction to use in determining whether a natural resource issuer is a junior issuer? Should the test be based on production/non-production; operating profit/loss; or positive/negative cash flow? If so, what criteria should apply? Should Draft Form 14A be available for use by any natural resource issuer whether junior or senior?
- Unlike Form 12A, Draft Form 14A requires the issuer to provide a summary of all material differences relating to corporate governance matters between the corporate laws of the issuer's jurisdiction of incorporation or continuance and the B.C. Company Act. Is this appropriate? Should this disclosure be expertised?
- Unlike Form 12A, Draft Form 14A does not prescribe detailed disclosure requirements under section 5.2 with respect to management's discussion and analysis of liquidity and capital resources as prescribed by Form 12A. Should the disclosure requirements be the same in the two forms?
- Unlike Form 12A, stated business objectives and milestones have not been included as sections in Draft Form 14A. Rather, Draft Form 14A requires a junior natural resource issuer to set out its proposed exploration and development program (see sections 6.4 and 6.11). Is this appropriate? Is it feasible for a junior natural resource issuer to detail the minimum results that would be required in order to justify additional exploration?
- Is the current organization of Item 6, "Property of the Issuer" logical? Is the requested disclosure complete or are there other items of disclosure that should be included? Are the technical terms appropriate?
- Is the distinction drawn between "principal properties" and "properties" appropriate? Should the reference to "major" properties be defined?
- Should a title opinion or report be required for each of the issuer's properties?
- Currently engineering reports are required to be attached to the prospectus of a natural resource issuer. It is expected that the disclosure required under Item 6, "Property of the Issuer" will be derived from and based on the engineering report and that the report will be clearly identified. Is there a need to continue to have the engineering report attached to the prospectus or should the engineering report be made available upon request?
- Unlike Form 12A, Item 19, "Relationship Between Issuer and Professional Persons" of Draft Form 14A includes a "responsible solicitor" and certain related parties to the responsible solicitor. It is anticipated that the equivalent item of Form 12A will be revised to include responsible solicitor and certain related parties in the same way as item 19 of Draft Form 14A. The requirement to disclose the interest of a responsible solicitor and certain related parties to the responsible solicitor is currently set out in Local Policy Statement 3-41. In view of the proposed incorporation of the relevant provision of LPS 3-41 in the two forms, it is anticipated that the relevant provision in LPS 3-41 will be repealed. Is it appropriate to include responsible solicitor and related parties to the responsible solicitor under Item 19 and if so, are the definitions and relationships set out too broad?
Consistent with the Form 12A Summary Prospectus Disclosure System ("the 12A System") proposed for junior industrial issuers, a Form 14A Summary Prospectus Disclosure System ("the 14A System") will also be introduced upon finalisation of Form 14A. The 14A System will make available to junior natural resource issuers the use of a summary prospectus and base disclosure document in the same manner as the 12A System. For a description of the Form 12A System please refer to NIN#94/17 and NIN#95/4.
Request for Comment
The Commission is requesting written comment on Draft Form 14A. Comment letters should be submitted by February 28, l995 to:
Brenda J. Benham
A/Director, Policy & Legislation
British Columbia Securities Commission
1100 - 865 Hornby Street
Vancouver, B.C.
V6Z 2H4
Comment letters submitted in response to Requests for Comment are placed in the public file and form part of the public record, unless confidentiality is requested. Although comment letters requesting confidentiality will not be placed on the public file, freedom of information legislation may require the Commission to make comment letters available. Persons submitting comment letters should therefore be aware that the press and members of the public may be able to obtain access to any comment letter.
DATED at Vancouver, British Columbia, on January 5, 1995.
Dean E. Holley
Superintendent of Brokers
Attachment
References: NIN#94/17
NIN#95/4
FORM 12A
LPS 3-41
Securities Act
INFORMATION REQUIRED IN PROSPECTUS OF A [JUNIOR] NATURAL RESOURCE ISSUER
GENERAL INSTRUCTIONS
1. This form provides a guideline to issuers in determining the extent of disclosure that is required to provide investors with full, true and plain disclosure of all material facts. Depending on the circumstances of the particular issuer, additional disclosure may be necessary.
2. All disclosure contained in the prospectus must be factual and non-promotional. Prospectuses are required to contain material facts. Statements of opinions, beliefs or views must not be made unless the statements are made on the authority of experts and consents are obtained and filed. The Superintendent may require verification of disclosure.
3. The disclosure contained in the prospectus must be understandable to readers and, in particular, should avoid the use of jargon. If technical terms are required, these terms shall be defined in a glossary that must be included in the prospectus.
4. This form may be used as a base disclosure document where the issuer elects to use a summary prospectus as permitted by Local Policy Statement 3-02. In that case, references to "prospectus" in this form are to be replaced by references to "base disclosure document".
5. Except where the context otherwise requires, "prospectus" refers to preliminary or final prospectus as appropriate.
6. In specific items, the instructions indicate that "issuer" includes the issuer's subsidiaries and proposed subsidiaries. In other circumstances, "issuer" may include the issuer's subsidiaries and proposed subsidiaries if the context reasonably requires. An entity can only be considered a proposed subsidiary if the entity will be a subsidiary on completion of the offering.
7. Where information as to the identity of a person is disclosed, disclose whether the person is at Arm's Length to the issuer or, if not, the relationship of the person to the issuer. Where the person is not at Arm's Length and is not an individual, disclose the name of any individual who is an insider of the person by virtue of paragraph (c) of the definition of insider in the Act.
8. Whenever disclosure is required to be made of costs paid or to be paid by the issuer, disclose the portion of the costs paid or to be paid to insiders or holders of performance shares.
9. When disclosure is required as of a specific date and there has been a significant or material change in the requested information subsequent to that date, the information must be presented as of a date that reflects this change.
10. Each item outlines disclosure requirements. Instructions to assist you in providing this disclosure are printed in smaller type.
11. Certain terms used in this Form are defined in the Securities Act, S.B.C. 1985, c. 83 (the "Act"), Securities Regulation, B.C. Reg. 270/86 (the "Regulation"), Interpretation Act, R.S.B.C 1979, c. 206, and National Policy Statements, Nos. 2A and 2B. Certain terms defined in specific sections of the form are in bold type. Other defined terms used in this Form, which are Capitalized and in bold type, are as follows:
"Principal Properties" means the issuer's major Properties and any other Properties on which the issuer intends to expend a material part of the Funds Available.2. All disclosure contained in the prospectus must be factual and non-promotional. Prospectuses are required to contain material facts. Statements of opinions, beliefs or views must not be made unless the statements are made on the authority of experts and consents are obtained and filed. The Superintendent may require verification of disclosure.
3. The disclosure contained in the prospectus must be understandable to readers and, in particular, should avoid the use of jargon. If technical terms are required, these terms shall be defined in a glossary that must be included in the prospectus.
4. This form may be used as a base disclosure document where the issuer elects to use a summary prospectus as permitted by Local Policy Statement 3-02. In that case, references to "prospectus" in this form are to be replaced by references to "base disclosure document".
5. Except where the context otherwise requires, "prospectus" refers to preliminary or final prospectus as appropriate.
6. In specific items, the instructions indicate that "issuer" includes the issuer's subsidiaries and proposed subsidiaries. In other circumstances, "issuer" may include the issuer's subsidiaries and proposed subsidiaries if the context reasonably requires. An entity can only be considered a proposed subsidiary if the entity will be a subsidiary on completion of the offering.
7. Where information as to the identity of a person is disclosed, disclose whether the person is at Arm's Length to the issuer or, if not, the relationship of the person to the issuer. Where the person is not at Arm's Length and is not an individual, disclose the name of any individual who is an insider of the person by virtue of paragraph (c) of the definition of insider in the Act.
8. Whenever disclosure is required to be made of costs paid or to be paid by the issuer, disclose the portion of the costs paid or to be paid to insiders or holders of performance shares.
9. When disclosure is required as of a specific date and there has been a significant or material change in the requested information subsequent to that date, the information must be presented as of a date that reflects this change.
10. Each item outlines disclosure requirements. Instructions to assist you in providing this disclosure are printed in smaller type.
11. Certain terms used in this Form are defined in the Securities Act, S.B.C. 1985, c. 83 (the "Act"), Securities Regulation, B.C. Reg. 270/86 (the "Regulation"), Interpretation Act, R.S.B.C 1979, c. 206, and National Policy Statements, Nos. 2A and 2B. Certain terms defined in specific sections of the form are in bold type. Other defined terms used in this Form, which are Capitalized and in bold type, are as follows:
"Agent" means agent or underwriter, as applicable.
"Arm's Length" is defined in Local Policy Statement 3-07 in relation to an arm's length transaction.
"Breakdown of Costs" means a schedule of costs associated with the specific classification, separately itemizing each component that represents 10% or more of the total costs, with all other costs being grouped together under the heading "miscellaneous costs".
"Funds Available" means the aggregate of
(a) the net proceeds to be derived by the issuer from the sale of the securities offered under the prospectus,
(b) the estimated minimum working capital available to the issuer, its subsidiaries and proposed subsidiaries as of the Most Recent Month End, and
(c) the amounts and sources of other funds that will be available to the issuer, its subsidiaries and proposed subsidiaries prior to or concurrently with the completion of the offering.
"Management" means all directors, officers, employees and contractors whose expertise is critical to the issuer, its subsidiaries and proposed subsidiaries in providing the issuer with a reasonable opportunity to achieve its business objectives.
"Most Recent Month End" means the latest month end prior to the date of the prospectus or revised preliminary prospectus or, where the date of the prospectus or revised preliminary prospectus is within ten days of the end of the latest month, the month end prior to the end of that month.
"Arm's Length" is defined in Local Policy Statement 3-07 in relation to an arm's length transaction.
"Breakdown of Costs" means a schedule of costs associated with the specific classification, separately itemizing each component that represents 10% or more of the total costs, with all other costs being grouped together under the heading "miscellaneous costs".
"Funds Available" means the aggregate of
(a) the net proceeds to be derived by the issuer from the sale of the securities offered under the prospectus,
(b) the estimated minimum working capital available to the issuer, its subsidiaries and proposed subsidiaries as of the Most Recent Month End, and
(c) the amounts and sources of other funds that will be available to the issuer, its subsidiaries and proposed subsidiaries prior to or concurrently with the completion of the offering.
"Management" means all directors, officers, employees and contractors whose expertise is critical to the issuer, its subsidiaries and proposed subsidiaries in providing the issuer with a reasonable opportunity to achieve its business objectives.
"Most Recent Month End" means the latest month end prior to the date of the prospectus or revised preliminary prospectus or, where the date of the prospectus or revised preliminary prospectus is within ten days of the end of the latest month, the month end prior to the end of that month.
"Properties" includes all the properties, mines, plants, facilities, and installations presently owned, leased, held under option, or presently intended to be owned, leased, or held under option by the issuer, its subsidiaries and proposed subsidiaries.
"Stub Period" means the period between the issuer's most recently completed financial year and the Most Recent Month End.
1. FACE PAGE DISCLOSURE 1.1 Required language - State in bold print at the top of the face page of the prospectus the following:THIS PROSPECTUS CONSTITUTES A PUBLIC OFFERING OF THESE SECURITIES ONLY IN THOSE JURISDICTIONS WHERE THEY MAY BE LAWFULLY OFFERED FOR SALE AND THEREIN ONLY BY PERSONS PERMITTED TO SELL SUCH SECURITIES. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA HAS IN ANY WAY PASSED UPON THE MERITS OF THE SECURITIES OFFERED HEREUNDER AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.
1.2 Preliminary prospectus disclosure - State in red ink on the left hand side of the face page of the preliminary prospectus the following legend or any variation that may be permitted:This is a preliminary prospectus relating to these securities, a copy of which has been filed with the British Columbia Securities Commission but which has not yet become final for the purpose of a distribution. Information contained herein is subject to completion or amendment. The securities may not be sold nor may offers to buy be accepted prior to the time a receipt is obtained from the British Columbia Securities Commission for the final prospectus.
1.3 Basic disclosure about the offering - Provide the following information:INITIAL PUBLIC OFFERING [or] NEW ISSUE [and/or] SECONDARY OFFERING
DATE
[PRELIMINARY] PROSPECTUS
[Name of Issuer
Head Office Address
Telephone Number]
[Name of Issuer
Head Office Address
Telephone Number]
[total number and type of securities qualified for distribution under this prospectus, including any options or warrants, and price per security]
1.4 Distribution spread - Provide details of all securities offered for cash in substantially the following form:______________________________________________________________________________
Price to Public Agents' discounts Proceeds to issuer or
or commissions selling security-holder
-------------------------------------------------------------------------------------------------------------------------------------------
Per security ....... ....... .......
Total ....... ....... .......
-------------------------------------------------------------------------------------------------------------------------------------------
Price to Public Agents' discounts Proceeds to issuer or
or commissions selling security-holder
-------------------------------------------------------------------------------------------------------------------------------------------
Per security ....... ....... .......
Total ....... ....... .......
-------------------------------------------------------------------------------------------------------------------------------------------
Where amounts are not known to the issuer at the date of the preliminary prospectus, the issuer must estimate the amounts in the table provided a notation to that effect is made under the table.
Only commissions paid or payable in cash by the issuer or selling security holder and discounts granted are to be included in the table. Other commissions or consideration, including warrants, options, finders fees, sponsorship fees, fiscal agency payments or other similar payments, shall be set out as a note to the table.
Where the issuer has granted the Agent a "greenshoe" option, disclose the number of additional securities that may be issued if the option is exercised.
Where the prospectus discloses a plan of distribution not involving an underwriting or other subscription guarantee, the closing of the distribution under the prospectus must be subject to a minimum subscription and, where the prospectus also discloses a maximum subscription that differs from the minimum subscription, totals must be provided for both the minimum and maximum subscriptions.
If any of the securities being offered are for the account of a security holder, provide a cross reference to "Plan of Distribution - Secondary Offering".
1.5 Market for securitiesOnly commissions paid or payable in cash by the issuer or selling security holder and discounts granted are to be included in the table. Other commissions or consideration, including warrants, options, finders fees, sponsorship fees, fiscal agency payments or other similar payments, shall be set out as a note to the table.
Where the issuer has granted the Agent a "greenshoe" option, disclose the number of additional securities that may be issued if the option is exercised.
Where the prospectus discloses a plan of distribution not involving an underwriting or other subscription guarantee, the closing of the distribution under the prospectus must be subject to a minimum subscription and, where the prospectus also discloses a maximum subscription that differs from the minimum subscription, totals must be provided for both the minimum and maximum subscriptions.
If any of the securities being offered are for the account of a security holder, provide a cross reference to "Plan of Distribution - Secondary Offering".
(a) In a preliminary prospectus, state the following:
An application has been made to conditionally list the securities offered under this prospectus on the ___________ Exchange. Listing is subject to the issuer fulfilling all the listing requirements of the Exchange.
(b) In a final prospectus, state the following:The ___________ Exchange has conditionally listed the securities being offered under this prospectus. The listing is subject to the issuer fulfilling all of the listing requirements of the __________ Exchange, including prescribed distribution and financial requirements, on or before _________.
Where the preliminary prospectus is also being filed in another jurisdiction and that jurisdiction will not permit disclosure that a conditional listing application has been made, the statement required by (a) may be omitted provided the issuer confirms in writing to the Superintendent that a conditional listing application has been made with a stock exchange.AN INVESTMENT IN JUNIOR NATURAL RESOURCE ISSUERS INVOLVE A HIGH DEGREE OF RISK. INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. REFER TO "RISK FACTORS".
1.7 Public and insider ownership - Disclose the aggregate number of voting securities that will be held by the public and the aggregate number of voting securities that will be held by promoters, insiders, holders of performance shares and Agents as a group, each as a percentage of the total issued and outstanding voting securities, upon the completion of the offering.1.8 Foreign issuers - If the issuer is incorporated or continued under the laws of a jurisdiction other than Canada or a province or territory of Canada, state the following (with the bracketed information completed as appropriate):
[All of] [Certain of] the directors and officers of the Issuer and [all of] [certain of] the experts named herein reside outside of Canada. [[Substantially] all of the assets of these persons and of the Issuer may be located outside of Canada.] Although the Issuer has appointed [insert name and address of agent for service] as its agent for service of process in British Columbia, it may not be possible for investors to effect service of process within British Columbia upon the directors, officers and experts referred to above. It may also not be possible to enforce against the Issuer, [certain of] its directors and officers and [certain of] the experts named herein judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada.
In this subsection, "issuer" includes the issuer's subsidiaries, proposed subsidiaries and predecessor(s).In this subsection, "issuer" includes the issuer's subsidiaries and proposed subsidiaries.
2. TABLE OF CONTENTS
Include a table of contents setting out the headings of each section in the prospectus and the page number on which each section starts.
State:
The following is a summary of the principal features of this offering. More detailed information is contained in the body of the prospectus.
Provide a brief description of the following items:(a) the principal business of the issuer, its subsidiaries and proposed subsidiaries,
(c) the securities offered by the issuer, including the offering price and the net proceeds expected to be realized by the issuer,
(d) the intended use of the Funds Available, including the amount allocated for each use,
(e) the expertise and experience of Management with respect to the business of the issuer,
(f) the specific risks relating to the business and to the Principal Properties disclosed in paragraphs (a) and (b), and
(g) any other information considered appropriate under the circumstances.
Where this document is a base disclosure document used in connection with a summary prospectus, this section is not required in the base disclosure document.
Appropriate cross references must be made to items and page numbers in the prospectus.
Normally, the summary should not exceed two pages in length.
4. CORPORATE STRUCTURE 4.1 Name and incorporation - Provide(d) the intended use of the Funds Available, including the amount allocated for each use,
(e) the expertise and experience of Management with respect to the business of the issuer,
(f) the specific risks relating to the business and to the Principal Properties disclosed in paragraphs (a) and (b), and
(g) any other information considered appropriate under the circumstances.
Where this document is a base disclosure document used in connection with a summary prospectus, this section is not required in the base disclosure document.
Appropriate cross references must be made to items and page numbers in the prospectus.
Normally, the summary should not exceed two pages in length.
(a) the full name of the issuer and the address of its registered office and its address for service in Canada;
(b) the laws under which the issuer was incorporated or organized and the date the issuer came into existence;
(c) the full name of each of the issuer's subsidiaries or proposed subsidiaries, the laws under which they were incorporated or organized and the date they came into existence;
(d) if applicable, that the issuer has been a party to any amalgamation, arrangement or continuance or has changed its name, and the laws governing the event;
(e) relevant details of the issuer's form of organization and structure, where the issuer is not a company; and
(f) a summary of all material differences between the corporate laws of the issuer's jurisdiction of incorporation or continuance and the B.C. Company Act relating to shareholder meetings and access to information, shareholders' rights and liabilities, directors' responsibilities, liabilities and indemnities, power to sell the undertaking and company alterations and dissolution, where the issuer is not incorporated or continued under the laws of Canada, or a province or territory of Canada or has continued to a jurisdiction outside of Canada.
4.2 Intercorporate relationships - Illustrate by way of a diagram or otherwise the intercorporate relationships among the issuer, its parent, subsidiaries and proposed subsidiaries. For each subsidiary and proposed subsidiary, state the percentage of voting securities owned or to be owned by its parent.(b) the laws under which the issuer was incorporated or organized and the date the issuer came into existence;
(c) the full name of each of the issuer's subsidiaries or proposed subsidiaries, the laws under which they were incorporated or organized and the date they came into existence;
(d) if applicable, that the issuer has been a party to any amalgamation, arrangement or continuance or has changed its name, and the laws governing the event;
(e) relevant details of the issuer's form of organization and structure, where the issuer is not a company; and
(f) a summary of all material differences between the corporate laws of the issuer's jurisdiction of incorporation or continuance and the B.C. Company Act relating to shareholder meetings and access to information, shareholders' rights and liabilities, directors' responsibilities, liabilities and indemnities, power to sell the undertaking and company alterations and dissolution, where the issuer is not incorporated or continued under the laws of Canada, or a province or territory of Canada or has continued to a jurisdiction outside of Canada.
If the securities offered under the prospectus are being issued in connection with, or pursuant to, an amalgamation, merger, reorganization or arrangement, illustrate by way of a diagram or otherwise the intercorporate relationships both before and after the completion of the proposed transaction.
5. BUSINESS OF THE ISSUER 5.1 Description and general development - Describe the nature of the business carried on and intended to be carried on by the issuer.Disclose the year of commencement of operations and summarize the general development of the business of the issuer during the five preceding financial years and the Stub Period, or such shorter period as the issuer may have been in existence. Provide disclosure for earlier periods if material to an understanding of the development of the business.
In describing developments, include disclosure of the following: the nature and results of any bankruptcy, receivership or similar proceedings; the nature and results of any material reorganization; material prior litigation (including any series of proceedings based on similar causes of action); the nature and date of any prior trading, suspensions, or cease trade orders made against the issuer by any regulatory authority; material changes in the type of business undertaken; and any material changes in the method of conducting the business.
Where this document will be used as a base disclosure document, the disclosure in this section should be in sufficient detail so that when it is extracted to the summary prospectus from the base disclosure document it will provide investors with a reasonable understanding of the issuer's business.In describing developments, include disclosure of the following: the nature and results of any bankruptcy, receivership or similar proceedings; the nature and results of any material reorganization; material prior litigation (including any series of proceedings based on similar causes of action); the nature and date of any prior trading, suspensions, or cease trade orders made against the issuer by any regulatory authority; material changes in the type of business undertaken; and any material changes in the method of conducting the business.
In this section, "issuer" includes the issuer's subsidiaries, proposed subsidiaries and predecessor(s).
5.2 Summary and analysis of financial operations - Provide the information indicated in the table set out below with respect to the issuer's financial operations during the last two financial years and any period subsequent to the most recent financial year end for which financial statements are included in the prospectus. Provide a cross reference to the financial statements included in the prospectus.
TABLE
* Month Period Year Ending Year Ending
Ending * *
*
Revenues
Gross profit
Exploration and
Development
Expenses
General and
Administrative
Expenses
Net Income (Loss)
Working Capital
Property and
Equipment
Deferred Exploration and Development
Other Intangibles
Long Term
Liabilities
Shareholders' equity
Dollar amount
Number of
securities
____________________________________________________________
State the following as a note to the number of securities in the table (with the bracketed information completed as appropriate):
There are [* shares] issued and outstanding as of the date of this prospectus, of which [*] are performance shares that will be released from escrow only upon obtaining the consent of the appropriate regulatory authority. Upon the successful completion of this offering, a total of [* shares] will be issued and outstanding.
Discuss and compare the results of the issuer's operations and activities, including the reasons for any substantial variations, for the periods included in the table, and the anticipated impact of these historical operations on the future activities of the issuer. Include, to the extent reasonably practicable, a description of the impact of acquisitions or dispositions of Properties disclosed in Item 6 on the operating results and financial position of the issuer.Net income disclosed in the table is net income after tax.
Where it would be meaningful to an investor, include in the table any prior periods covered by the financial statements included in the prospectus and provide an analysis of the issuer's results of operations for those periods.
Where the closing of the distribution under the prospectus is subject to a minimum subscription, adjust the required statement as appropriate.
Where the issuer has not had significant revenues, the analysis must discuss all material expenditures. Related or similar types of expenditures representing greater than 10% of total expenditures would generally be considered material.
6. PROPERTIES OF THE ISSUER
Except where otherwise permitted by the Superintendent, the information required by this item shall be derived from or supported by information obtained from engineering reports prepared in accordance with Form 54 or Form 55, as the case may be, or from material contracts to which the issuer is a party. Where information is based on engineering reports, identify the report title, author and date.
All information required in this item shall be presented on a property by property basis.
When disclosure is required for the Properties of the issuer, describe all Principal Properties first, identifying them as such, before discussing the remaining Properties of the issuer.
Sufficient detail should be included in this item, so as to provide an investor with an opportunity to adequately evaluate the geological merits and/or economic prospects of the Properties without having to refer to the Form 54 or Form 55 technical reports.
At a minimum, include a property location map and a property plan map. Additional maps that would facilitate an investor's evaluation of the Properties may be required by the Superintendent.
In this item, "issuer" includes the issuer's subsidiaries, proposed subsidiaries and predecessor[s].
6A MINERAL PROPERTIES
6.1 Location, description, and acquisition - Provide the following information for each of the Properties of the issuer:
(a) the name of, the location of, the size of, and the lot, range and claim numbers of the Property,
(b) the nature (claim, title, lease, option, or other interest) and status (patented, unpatented, etc.) of the interest under which the issuer has or will have the rights to hold or operate the Property, and the expiry date, if applicable, and
(c) the details of each acquisition or proposed acquisition of Property by the issuer, including particulars of:
(i) the actual or proposed date of each acquisition,
(ii) the name of the vendor and whether the transaction was or will be at Arm's Length,
(iii) for an acquisition not at Arm's Length, the vendor's out of pocket costs as described in Local Policy Statement No. 3-07,
(iv) the consideration, both monetary and non-monetary, including securities, carried interest, royalties and finders fees, paid or to be paid by the issuer,
(v) any material obligations that must be complied with in order to keep any acquisition agreement and property in good standing, including work progress with stated due dates where applicable,
(vi) how the consideration was determined (e.g. limited to out of pocket costs, valuation opinion, or Arm's Length negotiations), and
(ii) the name of the vendor and whether the transaction was or will be at Arm's Length,
(iii) for an acquisition not at Arm's Length, the vendor's out of pocket costs as described in Local Policy Statement No. 3-07,
(iv) the consideration, both monetary and non-monetary, including securities, carried interest, royalties and finders fees, paid or to be paid by the issuer,
(v) any material obligations that must be complied with in order to keep any acquisition agreement and property in good standing, including work progress with stated due dates where applicable,
(vi) how the consideration was determined (e.g. limited to out of pocket costs, valuation opinion, or Arm's Length negotiations), and
(vii) any valuation opinion required by a policy of a securities regulatory authority or a stock exchange to support the value of the consideration paid in connection with a transaction not previously approved by the Superintendent or the stock exchange, or that has been approved within the preceding financial year and the Stub Period, including the name of the author, the date of the opinion, the assets to which the opinion relates and the value attributed to the assets.
The lot, range, and claim numbers requested in (a) are only required for Principal Properties or for Properties located in areas where there is active exploration or development or areas in which disputes may arise as a result of potentially overlapping claims.A description of the location of the Properties will include such things as the country, province, state, latitude and longitude, township and range, distance from a geographic marker, and elevation.
In providing the information requested by (b), indicate the type of interest (e.g., fee simple, leasehold, royalty, reservation, agreement, option, farmout, farmin or other type of interest and any variation thereof), including the percentage interest in the Properties held by the issuer, as well as the date on which the issuer has the right to hold or operate the Properties. In addition, indicate whether or not a title report has been obtained. If so, disclose any qualifications to the title report and the relationship to the issuer of the individual providing the title report.
Out of pocket costs must be supported by either audited financial statements or an audited statement of costs.
6.2 Exploration and development history - Describe
(a) all prospecting, exploration, development, and operations previously done by the issuer on the Properties, including a Breakdown of Costs for the work done, referring to section 5.2, where appropriate, and
(b) all prospecting, exploration, development, and operations previously done by operators other than the issuer on the Principal Properties, including the names of the previous operators, years during which the work is done and the results they achieved, in so far as known after reasonable inquiry.
6.3 Geology, mineral deposits, and reserves - For each of the Principal Properties, describe:
(a) the general geology and structure of the Principal Property,
(b) the type of, dimensions of, and grade of any mineralization,
(c) the mineral deposits and their dimensions, including the identity of their principal metallic or other constituents, in so far as known, and where the work done has established the existence of reserves of proven, probable or possible ore,
(i) the estimated tonnage and grade of such class of mineral reserves,
(ii) whether the reserve is mineable or in situ, and
(iii) the name of the person making the estimates, the nature of his relationship to the issuer, and the date the estimates were made,
(d) the current extent, and condition of any under-ground exploration and development and any underground plant and equipment,(ii) whether the reserve is mineable or in situ, and
(iii) the name of the person making the estimates, the nature of his relationship to the issuer, and the date the estimates were made,
(e) the current extent, and condition of any surface exploration and development and any surface plant and equipment, and
(f) any other results that would allow for a more accurate evaluation of the geological merits for each Principal Property.
In providing the disclosure requested in (a), include such information as the rock type, amount of alluvial cover, faults, fissures, and alterations.
Disclose whether any of the Principal Properties are without a known body of commercial ore and the proposed program is an exploratory search for ore.
6.4 Proposed exploration and development program - Disclose the nature and extent of the proposed exploration and development program that is to be carried out by the issuer using the Funds Available or by third parties under farmout or option agreements. Additionally, provide:
(a) a timetable for this program, describing each significant event that is expected to occur, and identifying the planned commencement and completion date of each significant event,
(b) a Breakdown of Costs for this proposed program with reference to Item 8, and
(c) a description of the general topography, vegetation, climate, infrastructure, means of access, source of labour and power sources that may affect the program.
In (a) include approximate dates for commencing and completing the planned exploration program, for releasing exploration results, and for obtaining the necessary regulatory approvals.
The planned exploration program should discuss the timing of the geological mapping, trenching, drilling, underground works, bulk sampling and feasibility study.
If the exploration and development program is divided into stages, indicate whether proceeding with a subsequent stage in the program is contingent on the results achieved on an earlier stage.
Disclose the name and relationship to the issuer of the engineer on whose recommendation or report the issuer is relying in the formulation of its exploration and development program.
The disclosure in (c) is only required when these factors may be potential impediments to commercial exploration. Examples may include limitations on the exploration season due to climate or effects on operations due to environmental regulations.
6.5 Other Properties - If applicable, detail the plans that the issuer has for the Properties on which none of the Funds Available are proposed to be expended.
6.6 Dispositions - Disclose any material dispositions of Properties made by the issuer as of the Most Recent Month End.
6B OIL AND GAS PROPERTIES
6.7 Location, description, and acquisition - Provide the following information for each of the Properties of the issuer:
(a) the name and location by field (or geographical area if a field name has not been designated),
(b) the nature (title, lease, option, or other interest) and status of the interest under which the issuer has or will have the rights to hold or operate the Property, and the expiry date, if applicable, and
(c) the working interest, the net revenue interest (both before and after pay out), together with the gross and net area of the lease, the assigned petroleum and natural gas rights (all depths, certain depths, or formation), the expiry date of the lease, and the royalties payable,
(d) the total number of wells (gross and net), including producing, shut-in, disposal, suspended, and abandoned (identifying separately, oil and gas wells in each category), and the amount of acreage available for further exploration and/or development,
(e) the proximity of the Property to pipe lines or other means of transportation, and
(f) the details of each acquisition or proposed acquisition of Property by the issuer, including particulars of:
(i) the actual or proposed date of each acquisition,
(ii) the name of the vendor and whether the transaction was or will be at Arm's Length,
(iii) for an acquisition not at Arm's Length, the vendor's out of pocket costs as described in Local Policy Statement No. 3-07,
(iv) the consideration, both monetary and non-monetary, including securities, carried interest, royalties and finders fees, paid or to be paid by the issuer,
(v) any material obligations that must be complied with in order to keep any acquisition agreement and property in good standing, including work progress with stated due dates where applicable,
(vi) how the consideration was determined (e.g. limited to out of pocket costs, valuation opinion or Arm's Length negotiations), and
(vii) any valuation opinion required by a policy of a securities regulatory authority or a stock exchange to support the value of the consideration paid in connection with a transaction not previously approved by the Superintendent or the stock exchange, or that has been approved within the preceding financial year and the Stub Period, including the name of the author, the date of the opinion, the assets to which the opinion relates and the value attributed to the assets.
(ii) the name of the vendor and whether the transaction was or will be at Arm's Length,
(iii) for an acquisition not at Arm's Length, the vendor's out of pocket costs as described in Local Policy Statement No. 3-07,
(iv) the consideration, both monetary and non-monetary, including securities, carried interest, royalties and finders fees, paid or to be paid by the issuer,
(v) any material obligations that must be complied with in order to keep any acquisition agreement and property in good standing, including work progress with stated due dates where applicable,
(vi) how the consideration was determined (e.g. limited to out of pocket costs, valuation opinion or Arm's Length negotiations), and
(vii) any valuation opinion required by a policy of a securities regulatory authority or a stock exchange to support the value of the consideration paid in connection with a transaction not previously approved by the Superintendent or the stock exchange, or that has been approved within the preceding financial year and the Stub Period, including the name of the author, the date of the opinion, the assets to which the opinion relates and the value attributed to the assets.
In providing the information requested by (b), indicate the type of interest (e.g. fee simple, leasehold, royalty, reservation, or other types of interests and variations thereof) including the percentage interest in the Properties held by the issuer. In addition, indicate whether or not a title report has been obtained. If so, disclose any qualifications to the title report and the relationship to the issuer of the individual providing the title report.
Out of pocket costs must be supported by either audited financial statements or an audited statement of costs.
6.8 Production history - Provide details on the net crude oil, natural gas liquids, natural gas, and sulphur production of the issuer for each of the last five completed financial years preceding the date of the preliminary prospectus, and for the current year as of the Most Recent Month End. The details should include the net cash flow to the issuer derived from the production.
The disclosure required in this section includes any production in which the issuer has had any type of interest.
6.9 Drilling activity - As of the Most Recent Month End, state:
(a) the number of wells the issuer has drilled or has participated in the drilling of,
(b) the number of such wells completed as producing wells and the number abandoned as dry holes, and
(c) the amount expended by the issuer and its subsidiaries on these drilling and exploration activities with reference to section 5.2.
In providing the information requested in (c), do not include the amounts expended for payments made for and under leases or other similar interest, but state separately for the years and period referred to the amounts paid or payable under the leases or other similar interests.
6.10 Geology and reserve summaries - For all Principal Properties, describe:
(a) the petroleum geology in the area using the available geophysical, geochemical, geological, and production data,
(b) the net quantity (after the deduction of royalties) and type (crude oil, natural gas, natural gas liquids, sulphur, etc.) of the estimated reserves of the issuer, together with the value assigned to the reserves on a net cash flow basis, using discount rates at 0, 10, 15, and 20%, and
(c) any other relevant details that will be of assistance to a prospective investor in evaluating the geological merits of each Principal Property.
State in bold print that the values reported under paragraph (b) above may not necessarily be fair market value of the reserves. Indicate whether the values are before or after income tax. Provide disclosure regarding the degree of risk assigned to the values particularly of probable additional reserves including a statement in bold print disclosing the approximate amount, or alternatively the approximate average percentage, by which the volume of probable reserves or their values have been reduced to allow for the risk associated with obtaining production from probable reserves. Where no percentage or calculated amounts as contemplated in the preceding sentence has been used to allow for the risk, describe the method otherwise employed to allow for such risk.
In paragraph (b), "reserves" includes proved (producing and non-producing) reserves and probable additional reserves.
The information required by (b) should be provided by jurisdiction, category (producing, non-producing, etc.) and type of reserve.
In accordance with section 3.1.9 of National Policy No. 2B, dollar values must be calculated at current prices and costs, unless under contract as to price, to all future time.
Provide a summary table of the assumptions employed regarding prices, costs, inflation and other factors used. Identify the source of the data used in the estimates, including any comments the author of the report might have respecting the soundness of the data.
Provide the estimated total capital costs necessary to achieve the net cash flow and the amount of such costs estimated to be incurred in each of the first two years of cash flow estimates.
6.11 Proposed exploration and development program - Disclose the nature and extent of the proposed exploration and development program that is to be carried out by the issuer using the Funds Available or by third parties under farmout or option agreements. Additionally, provide:
(a) a timetable for this proposed program, describing each significant event that is expected to occur, and identifying the planned commencement and completion dates of each significant event,
(b) a Breakdown of Costs for this proposed program with reference to Item 8, and
(c) a description of the general topography, vegetation, climate, infrastructure, means of access, source of labour and power sources that may affect the program.
In (a) include approximate dates for commencing and completing the planned exploration program, for releasing exploration results, and for obtaining the necessary regulatory approvals.
If the exploration and development program is divided into stages, disclose whether proceeding with a subsequent stage in the program is contingent on the results achieved on an earlier stage.
The disclosure in (c) is only required when these factors may be potential impediments to commercial exploration. Examples may include limitations on the exploration season due to climate or effects on operations due to environmental regulations.
Disclose the name and relationship to the issuer of the engineer on whose recommendation or report the issuer is relying in the formulation of its exploration and development program.
6.12 Other Properties - If applicable, detail the plans that the issuer has for the Properties on which none of the Funds Available are proposed to be expended.
6.13 Dispositions - Disclose any material dispositions of Properties made by the issuer as of the Most Recent Month End.
7. ADMINISTRATION
Provide:
(a) the estimated aggregate monthly and total administration costs that will be incurred in order for the issuer to carry out its proposed exploration and development program or that will be incurred over a period of twelve months (whichever is greater), the time period during which these costs will be incurred, and any anticipated variations in the monthly amounts during that period, and
(b) a Breakdown of Costs for the monthly administration costs disclosed in paragraph (a), including any anticipated variations.
Administrative support includes professional fees, transfer agent fees, management fees, rent, travel, investor relations and other administrative costs, such as those costs required to maintain a reporting issuer in good standing, whether incurred by the issuer or its subsidiaries.
8. USE OF PROCEEDS
8.1 Funds Available - Provide a breakdown of Funds Available as follows:
(a) the net proceeds to be derived by the issuer from the sale of the securities offered under the prospectus,
(b) the estimated working capital available to the issuer, its subsidiaries and proposed subsidiaries as of the Most Recent Month End, and
(c) the amounts and sources of other funds that will be available to the issuer, its subsidiaries and proposed subsidiaries prior to or concurrently with the completion of the offering.
In each prospectus and revised preliminary prospectus, the amount of working capital must be updated to the Most Recent Month End.
Where other sources of funds will be available to the issuer, identify the material terms, including the timing, and identity of the person providing the funds.
8.2 Principal purposes - Provide in tabular form, a description of each of the principal purposes, with amounts, for which the Funds Available will be used. Where the closing of the distribution under the prospectus is subject to a minimum subscription, provide separate columns disclosing the use of proceeds for the minimum and maximum subscriptions.
State the following (with the bracketed information completed as appropriate):
The Issuer will spend the Funds Available on the completion of this offering to carry out its proposed exploration and development program set out in "Properties of the Issuer". There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. The issuer will only redirect the funds to other Properties and will do so only on the basis of a written recommendation from an independent, professional geologist or engineer.
The Issuer's working capital available to fund ongoing operations will be sufficient to meet its administration costs for [ * ] months.
If there is a maximum subscription that differs from the minimum subscription, identify the order of priority for the principal purposes.The Issuer's working capital available to fund ongoing operations will be sufficient to meet its administration costs for [ * ] months.
Statements as to principal purposes for which the Funds Available are to be used must be specific and be cross referenced to the estimated costs disclosed in Items 6 and 7. Where the issuer has had no sales or limited sales, the table must include the administration costs required for the issuer to achieve its objectives.
When disclosing expenditures made on specific Properties, indicate whether they are Principal Properties, or not.
Funds Available not allocated to one of the principal purposes must be identified as "Working Capital to Fund Ongoing Operations".
Where Funds Available will be paid to an insider or holder of performance shares, identify, either in the table or by way of a note to the table, the person, amount of the payments and principal purposes to which the payments relate.
Where more than 10% of the Funds Available will be used to reduce or retire indebtedness and where the indebtedness was incurred within the two preceding years, the principal purposes for which the indebtedness was used and to whom the money was paid must be disclosed, and where the creditor is an insider to the issuer or is a holder of performance shares, identify the creditor and the nature of the relationship to the issuer.
Where the prospectus is used in connection with a special warrant or similar transaction, the net proceeds raised by the special warrant or similar transaction must be disclosed. Where all or a portion of these funds have been spent, provide cross reference to the detailed discussion in Item 6 and explain how the funds were spent. The Funds Available will include the balance of the funds, if any, raised by the special warrant or similar transaction that have not been spent.
8.3 Conflicts of interest - Where the issuer is a related party or connected party of the Agent, or where the securities to be offered are out of the holdings of a selling security holder who is a related party or connected party of the Agent, provide a summary of the nature of the relationship between the Agent and the issuer, or the Agent and the selling security holder, as the case may be.
State the extent to which the proceeds of the distribution will be applied, directly or indirectly, for the benefit of the Agent or any related party of the Agent. Where the proceeds will not be applied for the benefit of the Agent or any related party of the Agent, so state. Provide a cross-reference to the information required by Item 18.
For example, disclosure would be required in most cases where the issuer received a loan from the Agent and thus would be a connected party of the Agent. Reference should be made to section 167.4 of the Regulation for further requirements.
For the purposes of this section, reference to an Agent includes a special selling group member, as defined in section 167.4 of the Regulation.
9. RISK FACTORS
List the risks that could be considered to be material to an investor as follows:
(a) risks relating to the nature of the business of the issuer,
(b) risks relating to the nature of the offering, and
(c) any other risks.
Risk factors may include but are not limited to such matters as cash flow and liquidity problems, inexperience of Management in start up operations, inexperience of Management in the natural resource industry, general risks inherent in natural resource exploration, environmental regulations, economic or political conditions, unpredictability of resource prices, absence of an operating history, absence of profitable operations in recent periods, an erratic financial history, conflicts of interest with Management, reliance on the efforts of a single individual, possible land title conflicts (e.g. native land claims, title uncertainty), foreign property laws (e.g. limited rights to property, susceptibility to expropriation, etc.), the arbitrary establishment of offering price and any material differences between the laws governing the incorporation, continuance or organization of the issuer and the B.C. Company Act relating to security holders rights and remedies.
With respect to (a), the most significant risk factors should be disclosed at the top of the list.
In this Item, "issuer" means the issuer, its subsidiaries and proposed subsidiaries.
10. DIRECTORS, OFFICERS, PROMOTERS, AND OTHER MANAGEMENT
In this Item, "issuer" means the issuer, its subsidiaries and proposed subsidiaries.
In sections 10.3 through 10.6, the Superintendent may require information for periods prior to those indicated in the section depending upon the materiality of the events.
Provide the information required by this Item for each proposed nominee for election as a director of the issuer and indicate clearly that the individual is a proposed nominee.
10.1 Name, address, occupation and security holding - Name, address, occupation and security holding - List the name, age, and the municipality of residence for all directors, officers, promoters, and other members of Management of the issuer and, for each person, disclose
(a) the current position, and office with the issuer,
(b) the nature of expertise and relevant educational background in the issuer's business
(c) the principal occupation during the five years prior to the date of the prospectus and, where the principal occupation is that of an officer of a company other than the issuer, state the name of the company and the principal business in which it was engaged, and
(d) the number of securities of the issuer beneficially owned, directly or indirectly, indicating the number of performance shares held in escrow and the percentage of the class to be held on conclusion of the offering.
Where a director, officer, promoter, or other member of Management is an associate of another director, officer, promoter, or other member of Management, disclose as a footnote the relationships.
The Superintendent may waive the disclosure required by this section where the operations of a subsidiary or a proposed subsidiary are not material to the issuer's operations.
The description of the principal occupation of a director, officer, promoter, or other member of Management must be specific. The terms "businessman" or "entrepreneur" are not sufficiently specific.
If there is a maximum subscription that differs from the minimum subscription, disclose the percentage of the class held by the principal holders on both a minimum and maximum basis.
10.2 Aggregate ownership of securities - State the aggregate number of each class of voting securities of the issuer that at the completion of the offering are beneficially owned, directly or indirectly, by all directors, officers, promoters, and other members of Management of the issuer, as a group, and then state the percentage that number will represent of the total issued and outstanding voting securities of the issuer at the completion of the offering.
In this section, "issuer" does not include the issuer's subsidiaries and proposed subsidiaries.
10.3 Other reporting issuers - Where any director, officer, promoter, or other member of Management of the issuer is, or within the five years prior to the date of the prospectus has been, a director, officer or promoter of any other reporting issuer, state the name of the individual, the number of reporting issuers for which the individual acted, the names of those issuers and the periods during which the individual has so acted.
10.4 Corporate cease trade orders or bankruptcies - Where any director, officer, promoter, or other member of Management of the issuer is, or within the five years prior to the date of the prospectus has been, a director, officer or promoter of any other issuer that, while that person was acting in that capacity,
(a) was the subject of a cease trade or similar order or an order that denied the issuer access to any statutory exemptions for a period of more than 30 consecutive days, state the fact and describe the reasons and whether the order is still in effect, or
(b) was declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person, state the fact.
(b) was declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that person, state the fact.
10.5 Penalties or sanctions - Where any director, officer, promoter, or other member of Management of the issuer has, within the ten years prior to the date of the prospectus, been subject to any penalties or sanctions imposed by a court or securities regulatory authority relating to trading in securities, promotion or management of a publicly traded issuer, or theft or fraud, describe the penalties or sanctions imposed.
Penalties or sanctions include charges that have been laid or notices of hearing that have been issued as of the date of the prospectus.
The Superintendent may require information relating to other penalties and sanctions depending on the materiality of the events.
10.6 Individual bankruptcies - Where any director, officer, promoter, or other member of Management of the issuer has, within the five years prior to the date of the prospectus, been declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement, or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that individual, state the fact.
10.7 Conflicts of interest - Disclose particulars of any existing or potential conflicts of interest of any director, officer, promoter, or other member of Management of the issuer as a result of their outside business interests.
11. INDEBTEDNESS OF DIRECTORS, OFFICERS, PROMOTERS AND OTHER MANAGEMENT
State the name of all directors, officers, promoters and other members of Management and each of their respective associates or affiliates who is or has been indebted to the issuer at any time during the preceding financial year and the Stub Period and state, for each person,
(a) the largest amount of indebtedness outstanding at any time,
(b) the nature of the indebtedness and the purpose for which it was incurred,
(c) the amount presently outstanding,
(d) the rate of interest paid or charged,
(e) the terms of repayment,
(f) the nature of any security granted to the issuer, and
(g) if the person is an associate or affiliate of a director, officer or member of Management, the person's relationship to the director, officer or member of Management of the issuer.
(a) the largest amount of indebtedness outstanding at any time,
(b) the nature of the indebtedness and the purpose for which it was incurred,
(c) the amount presently outstanding,
(d) the rate of interest paid or charged,
(e) the terms of repayment,
(f) the nature of any security granted to the issuer, and
(g) if the person is an associate or affiliate of a director, officer or member of Management, the person's relationship to the director, officer or member of Management of the issuer.
In this Item, "issuer" includes the issuer's subsidiaries and proposed subsidiaries.
Provide the information required by this Item for each proposed nominee for election as a director of the issuer and indicate clearly that the individual is a proposed nominee.
12. PAYMENTS TO INSIDERS AND PROMOTERS
In this Item, "issuer" includes the issuer's subsidiaries and proposed subsidiaries.
12.1 Executive compensation - Provide the information required by Form 41 with the following changes:
(a) disclosure must be provided for each of the issuer's four most highly compensated executive officers, in addition to the CEO, regardless of the amount of their compensation, and
(b) in addition to the periods required under Form 41, disclosure must be provided for the Stub Period.
The Superintendent may require disclosure of compensation paid to persons other than executive officers.(b) in addition to the periods required under Form 41, disclosure must be provided for the Stub Period.
12.2 Related party transactions - Where, during the five preceding financial years and the Stub Period, or such shorter period as the issuer may have been in existence, the issuer has acquired assets or services from an insider, promoter or member of Management and their respective associates or affiliates, disclose the following for each acquisition:
(a) the name of the individual,
(b) the nature of the assets or services,
(c) the form and value of the consideration, and
(d) where the issuer has acquired assets,
(i) the cost of the assets to the seller, and
(ii) where the consideration referred to in paragraph (c) above exceeds the seller's out-of-pocket costs, a cross reference to the valuation opinion disclosed in section 6.1(c)(vii) or 6.7(f)(vii).
Information with respect to executive compensation need not be disclosed in this section.Any debt settlements made by the issuer to any insider or promoter must be disclosed in this section.
For acquisitions where the consideration is not in excess of the greater of 10% of the aggregate compensation or consideration paid to the individual under sections 12.1 and 12.2 or $5,000, the information required by this item may be aggregated together and classified as "miscellaneous".
As an alternative to the disclosure required in (b), provide a cross reference to the page(s) of the prospectus where the required disclosure is made.
12.3 Proposed compensation - Where known, provide the information required by Form 41 as modified by section 12.1 with respect to the amounts that the issuer anticipates it will pay during the 12 month period following completion of the offering.
The amounts referred to in this section include the forms of compensation referred to in sections 12.1 and 12.2 above.
13. SHARE CAPITAL
13.1 Existing and proposed share capital - Provide, in the tabular form indicated or, where appropriate, in notes to the table, particulars of the share capital of the issuer.
TABLE
________________________________________________________________________________Column 1 Column 2 Column 3
________________________________________________________________________________
Number of issued securities Price per security Total consideration
________________________________________________________________________________(a) Prior sales of
securities ______ ______
(b) Issued as of
[the Most
Recent Month
End]
(c) Offering ______ ______
(d) To be issued if [N/A]
all securities
being offered
are sold
_________________________________________________________________________________
Where the consideration for any of the prior sales included in the table is other than cash, describe in a note cross referenced to the prior sale set out in (a) of the table the method of determining the value of the consideration (e.g. out of pocket costs, valuation opinion, Arm's Length negotiation or, in the case of services, determination by directors based on estimated fair market value).
Set out in the table or a note thereto the number of securities of each class authorized to be issued.
In columns 1 and 3 of the table, (b) is equal to the total of (a), and (d) is equal to the total of (b) and (c).
The information shall be updated to the Most Recent Month End.
In (a) of the table list prior sales aggregated on the basis of the same price per security and type of consideration.
If there is a minimum subscription, disclose the number of securities that are offered and that would be issued on both a minimum and maximum basis.
A separate table shall be prepared for each class or kind of securities that the issuer has issued or will have issued upon completion of the offering.
As a note to the table, indicate whether there are any restrictions on the transferability of the securities (e.g. hold periods, escrow or pooling agreements) and summarize the nature of the restrictions. Where the information is provided elsewhere the disclosure may be provided by a cross-reference to the page in the prospectus where the disclosure is contained.
13.2 Options and other rights to purchase shares
(a) Disclose, as of the Most Recent Month End prior to the date of the prospectus, the following information respecting each option that is held or will be held upon completion of the offering by any person:
(i) the name of each person and the reasons that the option was granted,
(ii) the name of the grantor and the nature of the option granted to each person (e.g. options, Agent's warrants or other warrants),
(ii) the name of the grantor and the nature of the option granted to each person (e.g. options, Agent's warrants or other warrants),
(iii) the designation and number of the securities subject to the option,
(iv) the purchase price of the securities subject to the option or the formula by which the purchase price will be determined,
(v) the expiration date of the option, and
(vi) if there is a published market for the securities, the market value of the securities subject to the option as of the date of grant and the Most Recent Month End.
(b) State the aggregate number of each class or kind of securities that are subject to options described in paragraph (a)(iii) above.(iv) the purchase price of the securities subject to the option or the formula by which the purchase price will be determined,
(v) the expiration date of the option, and
(vi) if there is a published market for the securities, the market value of the securities subject to the option as of the date of grant and the Most Recent Month End.
(c) State the following:
There are no assurances that the options, warrants or other rights described above will be exercised in whole or in part.
In this section, "option" means option, warrant or other right to purchase securities of the issuer granted by the issuer, selling security holder, insider, promoter, control person or holder of performance shares.In this section, "issuer" includes the issuer's subsidiaries and proposed subsidiaries.
The information shall be updated to the Most Recent Month End.
13.3 Fully diluted share capital - Provide the information indicated in the table set out below for each class of securities of the issuer.
TABLE
_____________________________________________________________________________
Number of Percentage
securities of Total_____________________________________________________________________________
(a) Issued as of the Most
Recent Month End
(b) Offered under
the prospectus
(c) Securities reserved for
future issue as of
the Most Recent
Month End
________ _______
Total 100_____________________________________________________________________________
(a) is the amount indicated in (b) of column 1 of the table in section 13.1.
If there is a minimum subscription, disclose the number of securities offered and total on both a minimum and maximum basis.
(c) is the amount indicated in paragraph (b) from section 13.2
A separate table shall be prepared for each class or kind of securities that the issuer has issued or will have issued upon completion of the offering.
The information shall be updated to the Most Recent Month End.
13.4 Principal holders of voting securities - Provide as of the Most Recent Month End, the information indicated in the table set out below for each person who has, or is known by the issuer to have:
(a) direct or indirect beneficial ownership of,
(b) control or direction over, or
(c) a combination of direct or indirect beneficial ownership of and of control or direction over
voting securities that will constitute more than 10 per cent of any class of such securities upon completion of the offering.
TABLE
____________________________________________________________
Column 1 Column 2 Column 3 Column 4
____________________________________________________________
Name and Number Percentage of Percentage of
municipality of securities class prior to class after
of residence the offering the offering
____________________________________________________________
Where a person that is not an individual is shown by the issuer as owning directly or indirectly more than 10 per cent of any class of such securities, identify the individual shareholders of the person as required by General Instruction 7. The name of such individuals should be disclosed in a footnote to the table.
If voting securities will be issued prior to, concurrently with or immediately following the offering, indicate as far as practicable the respective holding of voting securities that will exist after giving effect to the issue.
If there is a maximum subscription that differs from the minimum subscription, disclose the percentage of the class held by the principal holders on both a minimum and maximum basis.
If, to the knowledge of the issuer or the Agent, more than 10 per cent of any class of voting securities of the issuer are held or are to be held subject to any voting trust or other similar agreement/arrangement, state the designation of such securities, the number or amount held or to be held and the duration of the agreement. Give the names and addresses of the voting trustees and outline briefly their voting rights and other powers under the agreement.
Where a person identified in the table is a control person of the issuer and is not a director, officer or promoter of the issuer, provide the disclosure required for sections 10.3 - 10.6 for the control person. If the control person is a corporation, the disclosure must be provided for the control persons of the corporation.
A separate table shall be prepared for each class or kind of voting securities that the issuer has issued or will have issued upon completion of the offering.
The information shall be updated to the Most Recent Month End.
13.5 Performance shares or escrow securities - Where the issuer has performance shares or escrow securities issued as of the date of the prospectus, state
(a) the number of performance shares or escrow securities,
(b) the estimated percentage that the performance shares or escrow securities will represent of the total issued and outstanding voting securities of the issuer, upon the completion of the offering,
(c) the names of the beneficial owners of the performance shares or escrow securities and the number of performance shares or escrow securities owned by each and why the person is a principal as defined in Local Policy Statement No. 3-07,
(d) the name of the escrow agent,
(e) the date of the escrow agreement and the conditions governing the transfer, release and cancellation of the performance shares or escrow securities, and
(f) the rights or obligations of a person who ceases to be a principal, dies or becomes bankrupt to retain, transfer or surrender to the issuer for cancellation the performance shares or escrow securities.
If there is a maximum subscription that differs from the minimum subscription, disclose the percentage that the performance or escrow shares will represent on both a minimum and maximum basis.
14. PLAN OF DISTRIBUTION
14.1 Terms of the distribution agreement - With respect to the agreement entered into between the issuer and the Agents, state
(a) the names of the Agents,
(b) the date of the agreement,
(c) the nature of the Agents' obligation to take up and pay for any of the securities being offered,
(d) the number of securities expected to be sold by each of the Agents,
(e) the number of additional securities that may be issued, if the issuer has granted the Agent a "greenshoe" option,
(f) the conditions, if any, under which the Agent may "market out",
(g) the nature of the consideration to be paid to the Agent,
(h) the conditions, if any, under which any of the proceeds are to be held in trust or escrow pending completion of the offering, and
(i) the number of days following the completion of the offering by which issuer will receive the net proceeds of the offering from the Agents or the date by which the Agents are to purchase the securities.
14.2 Minimum and maximum subscription - Where the prospectus discloses a plan of distribution not involving a firm underwriting or other subscription guarantee, it must also disclose the amount of the minimum and maximum subscriptions.
14.3 Secondary offering - If any of the securities being offered are for the account of a security holder, name the security holder and state the number of the securities owned by that security holder, the number to be offered and the number to be owned by that security holder after the completion of the distribution. State the portion of the expenses of distribution to be borne by the selling security holder.
14.4 Extraprovincial offerings - Disclose whether there are any agreements or arrangements to sell any portion of the offering outside of British Columbia. If so, disclose in what other jurisdictions the offering may be sold, the identity of the person who will be selling the securities in the other jurisdictions and the estimated portion of the offering, if any, to be sold outside of Canada.
Agreements or arrangements include those made with a selling group outside of the British Columbia or with clients of the Agents who are not residents of British Columbia.
15. DESCRIPTION OF SECURITIES OFFERED
15.1 Terms - Describe the securities being offered and summarize their material attributes and characteristics, including, if applicable:
(a) dividend rights;
(b) voting rights;
(c) liquidation or distribution rights;
(d) pre-emptive rights;
(e) conversion rights;
(f) if the securities are subscription warrants or rights, the period during which, and the price at which, the warrants or rights are exercisable;
(g) redemption, purchase for cancellation or surrender provisions;
(h) sinking or purchase fund provisions; and
(i) provisions as to modification, amendment or variation of any such rights or provisions.
If the rights attaching to the securities being offered are materially limited or qualified by the rights of any other class of securities, or if any other class of ranks ahead of or equally with the securities being offered, include information regarding such other securities in order to enable investors to understand the rights attaching to the securities being offered.
15.2 Modification of terms - If the rights of holders of the securities may be modified otherwise than pursuant to a mechanism provided for by governing legislation relating to the securities, briefly describe the method by which those rights may be modified.
16. SPONSORSHIP AND FISCAL AGENCY AGREEMENTS
If the issuer has entered into any agreement with any registrant to sponsor the issuer or to provide corporate finance services for the issuer or its securities, either now or in the future, disclose the following information regarding these services :
(a) the date of the agreement,
(b) the name of the registrant,
(c) the consideration, both monetary and non-monetary, paid or to be paid by the issuer, and
(d) a summary of the nature of the services to be provided, including the period during which the services will be provided, activities to be carried out and, where market making services will be provided, whether the registered broker or dealer will commit its own funds to the purchase of securities of the issuer or whether the registered broker or dealer will act as Agent for others to do so.
17. INVESTOR RELATIONS ARRANGEMENTS
If the issuer has entered into any written or oral agreement or understanding with any person to provide any promotional or investor relations services for the issuer or its securities, either now or in the future, disclose the following information regarding these services:
(a) the date of the agreement and the anticipated date that the services will commence,
(b) the name, principal business and place of business of the person providing the services,
(c) the background of the person providing the services,
(d) whether the person has, or is known by the issuer to have:
(i) direct or indirect beneficial ownership of,
(ii) control or direction over, or
(iii) a combination of direct or indirect beneficial ownership of and of control or direction over
securities of the issuer,(e) whether the person has any right to acquire securities of the issuer, either in full or partial compensation for services,
(f) the consideration both monetary and non-monetary paid or to be paid by the issuer, including whether any payments will be made in advance of services being provided,
(g) if the issuer does not have sufficient funds to pay for the services, how the issuer intends to pay for the services, and
(h) the nature of the services to be provided, including the period during which the services will be provided.
Include any arrangements made by the issuer or any other person on behalf of the issuer or on the person's own initiative where the issuer knows, after reasonable enquiry, that such an arrangement exists.
The disclosure in (c) and (h) need only summarize the background and nature of services.
If there are no promotional or investor relations arrangements, so state.
18. RELATIONSHIP BETWEEN ISSUER OR SELLING SECURITY HOLDER AND AGENT
Where the issuer is a related party or connected party, as defined in the Regulation, of an Agent or where the securities to be offered are out of the holdings of a selling security holder who is a related party or connected party of the Agent, describe
(a) the nature of the relationship or connection between the issuer and the Agent or the selling security holder and the Agent, as the case may be, including
(i) the basis on which the issuer or selling security holder is a related party or connected party of the Agent,
(ii) the name of each relevant related party of the Agent,
(iii) the details of the ability of the Agent or any related party of the Agent to affect materially the operations of the issuer, and
(iv) whether the issuer is indebted to the Agent or any related party of the Agent and, if so, provide particulars of such indebtedness, and
(b) the extent to which the proceeds of the issue will be applied, directly or indirectly, for the benefit of the Agent or any related party of the Agent.
(For example, where the issuer has received a loan from the Agent, the issuer would be a connected party of the Agent and would have to comply with section 167.4 of the Regulation.)
For the purpose of this item, reference to an Agent includes a special selling group member as defined in section 167.4(1) of the Regulation.
In this item, "issuer" means the issuer, its subsidiaries and proposed subsidiaries.
19. RELATIONSHIP BETWEEN ISSUER AND PROFESSIONAL PERSONS
Disclose the nature and extent of any beneficial interest, direct or indirect, in any securities or property, of the issuer or of an associate or affiliate of the issuer, held by a professional person referred to in section 99(2) of the Regulation, any associate of a professional person, a responsible solicitor, any partner of a responsible solicitor's firm, or any associate of a responsible solicitor or any such partner. Also, disclose whether the professional person, any associate of the professional person, the responsible solicitor, any partner of the responsible solicitor's firm, or any associate of the responsible solicitor or any such partner is or is expected to be elected, appointed or employed as a director, senior officer or employee of the issuer or of an associate or affiliate of the issuer, or is a promoter of the issuer or of an associate or affiliate of the issuer.
The interest of a professional person and all associates of that professional person may be shown in the aggregate. Disclosure of the interest of or position with the issuer or an associate or affiliate of the issuer held by an associate of the professional person is only required where known by the professional person after reasonable inquiry.
The interest of a responsible solicitor, all partners of that responsible solicitor's firm and all associates of that responsible solicitor and any partners may be shown in the aggregate. Disclosure regarding the interest of or position with the issuer or an associate or affiliate of the issuer held by any partner of the responsible solicitor's firm or any associate of the responsible solicitor or any such partner is only required where known by the responsible solicitor after reasonable inquiry.
In this section, "responsible solicitor" means the solicitor who is primarily responsible for the preparation of or for advice to the issuer, selling security holder or Agent with respect to the contents of the prospectus.
In this section, "issuer" includes the issuer's subsidiaries and proposed subsidiaries.
20. LEGAL PROCEEDINGS
Describe any outstanding and, if known, contemplated legal proceedings that are material to the business and affairs of the issuer.
Include the name of the court or agency, the date the proceedings were instituted, the principal parties to the proceedings, the nature of the proceedings, the amount claimed, if any, whether the proceedings are being contested, the present status of the proceedings and, if a legal opinion is referred to in the prospectus, the name of counsel providing that opinion.
21. AUDITOR
State the name and address of the auditor of the issuer.
22. REGISTRAR AND TRANSFER AGENT
State the name of the issuer's registrar and transfer Agent where the issuer has branch registers for transfers of its securities, state the location (by municipalities) of the registers.
23. MATERIAL CONTRACTS
23.1 Particulars of material contracts - Disclose all material contracts to which the issuer is a party, including
(a) the date of each contract,
(b) the parties to each contract,
(c) the consideration paid or payable by or to the issuer, and
(d) the general nature of each contract.
As an alternative to the disclosure required in this section, provide a cross reference to the page(s) of the prospectus where the required disclosure with respect to a particular contract is made.
23.2 Inspection of contracts and reports - State a reasonable time and place in the Province at which a copy of any material contract or report may be inspected during distribution of the securities being offered under the prospectus.
24. OTHER MATERIAL FACTS
Give particulars of any other material facts relating to the securities proposed to be offered and not disclosed elsewhere in the prospectus.
25. PURCHASERS' STATUTORY RIGHTS
State the following:
The British Columbia Securities Act provides purchasers with the right to withdraw from an agreement to purchase securities within two business days after receipt or deemed receipt of a prospectus and any amendment. The Securities Act further provides a purchaser with remedies for rescission or damages where the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that such remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the Securities Act. The purchaser should refer to sections 66, 114, 118 and 124 of the Securities Act for the particulars of these rights or consult with a legal advisor.
Where the distribution involves a distribution of securities to be issued pursuant to the exercise of special warrants (or in connection with a similar type of transaction), state the following (with bracketed information completed as appropriate):
In the event that a holder of a special warrant, who acquires a [identify underlying securities] of the issuer upon the exercise of a special warrant as provided for in this prospectus, is or becomes entitled under applicable securities legislation to the remedy of rescission by reason of this prospectus or any amendment thereto containing a misrepresentation, such holder shall be entitled to rescission not only of the holder's exercise of the special warrant(s) but also of the [private placement or other exempt transaction] pursuant to which the special warrant(s) were initially acquired, and shall be entitled in connection with such rescission to a full refund of all consideration paid on the acquisition of the special warrant(s). In the event such holder is a permitted assignee of the interest of the original special warrant subscriber, such permitted assignee shall be entitled to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original subscriber. The foregoing is in addition to any other right or remedy available to a holder of special warrants under section 114 of the Securities Act or otherwise at law.
Where this document is a base disclosure document used in connection with a summary prospectus, this section is not required in the base disclosure document because it is contained in the summary prospectus.26. FINANCIAL STATEMENTS, REPORTS AND OTHER EXHIBITS
Include the financial statements, reports and other exhibits required by applicable local policy statements or by the Act and Regulation.
27. CERTIFICATES
Provide the certificates of the issuer, Agent and promoter as required by the Act and Regulation.
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IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT OR THE REGULATION THAT, AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.