1.1 Name of Issuer - State the full legal name of the issuer and the addresses of its head or registered office and principal office.

^{1National Instrument 45-101 provides that acceptance of a rights offering circular or receipt of a prospectus in which a listing representation is made is evidence of the regulator's written permission under securities legislation to the making of the representation.}

1. If the rights will be listed on a stock exchange, include the following statement on the face page:

"The Rights are listed on the [name of exchange]".

2. If the securities issuable on the exercise of the rights will be listed on a stock exchange, include the following statement on the face page:

"The [name of exchange] has approved the listing of the [name of securities] issuable on the exercise of the Rights".

3.1 Brief Description of the Business of the Issuer - Briefly describe the business carried on and intended to be carried on by the issuer and its subsidiaries.

4.1 Details of the Rights and Securities Offered - Describe the material attributes of the rights issued under the rights offering and the securities to be issued on the exercise of the rights.

5.1 Registration and Delivery of Certificates Evidencing Securities - Describe the details of the registration and delivery of security certificates or other evidence of securities to holders of rights who exercise the rights.

(1) Identify the person or company appointed as subscription agent to receive subscriptions and payments from holders of a rights certificate and to perform the services relating to the exercise and transfer of the rights and provide details of such arrangements.

(2) Identify the person or company appointed as registrar and transfer agent for the securities to be issued on exercise of the rights.

7.1 How to Exercise the Rights - Set out in detail how a holder may exercise the basic subscription privilege, exercise any additional subscription privilege, sell or transfer rights or divide or combine the rights evidenced by the certificate.

1. Describe the number of rights and the subscription price.

2. Describe the basis on which a holder of a rights certificate may exercise any additional subscription privilege.

3. State if a holder of rights is to forward payment for additional securities issuable under any additional subscription privilege with the duly completed rights certificate or wait until notified by the issuer of the number of additional securities allotted to such holder.

4. Describe the basis on which the holder of a rights certificate may sell or transfer the rights or the prohibitions to the transfer.

5. Describe the basis on which the holder of a rights certificate may divide or combine the certificate with other rights certificates.

8.1 Stand-By Commitment - Identify the person or company providing the stand-by commitment, if any. Describe the stand-by commitment, if any, and the material terms of the basis on which the person or company providing the stand-by commitment may terminate the obligation under the stand-by commitment.

9.1 Escrow of Proceeds and Depository - Identify the depository, if any, and any provisions for the deposit of the proceeds of the rights offering with the depository.

10.1 Managing Dealer and Soliciting Dealer(s) - Identify the managing dealer, if any, and the soliciting dealers, if known, and describe the fees payable to them.

11.1 Ownership of Securities of Issuer - State, if known, the intentions of the persons or companies that are, to the knowledge of the issuer after reasonable inquiry insiders of the issuer, for the exercise of rights issued under the rights offering.

11.2 Changes of Ownership - State the particulars of any issuances²

^{2Under item (6) of Uniform Act Policy Statement No. 2-05, transfers affecting control since the last shareholders meeting were expected to be disclosed. The disclosure under the Instrument expands the requirement to disclose any issuances affecting control. Such disclosure is required for the period after the end of the last year for which audited statements have been prepared. This is a more practical cut-off date than the date of the last meeting of shareholders, as was previously required.}

or, if known to any director or senior officer of the issuer, transfers of securities of the issuer that in either case have materially affected the control of the issuer since the end of the most recent financial year for which audited financial statements have been prepared.

13.1 Statement as to Non-Transferability - If the issuer is not a reporting issuer in jurisdictions where there are restrictions on the resale of securities of non-reporting issuers, the Offering Circular should have a heading "Statement as to Non-Transferability" under which the following statements or a variation that contains substantially the same information as may be permitted by the reviewing authority should be set out:

(1) If the issuer has not been incorporated or organized under the laws of Canada or a jurisdiction and is required to deliver to each securityholder entitled to receive rights under the rights offering, a prospectus in accordance with subparagraph 3.3(a)(ii) of the Instrument, include the following statement under the heading "Statutory Rights":

"The statutory rights described in the Prospectus enclosed may not be available to residents of [jurisdiction]. As a result, residents of [jurisdiction] may have to rely on other remedies including common law rights of action for damages or rescission."

(2) If the issuer has not been incorporated or organized under the laws of Canada or a jurisdiction or if any experts named in the prospectus or any directors or officers reside outside of Canada, then the issuer shall also include the following statement in the offering circular under the heading "Statutory Rights":

"[All/certain of] the directors and officers of the issuer and [all/certain of] the experts named herein reside outside of Canada. Although the issuer has appointed [name and address of agent for service] as its agent for service of process in [applicable jurisdiction] it may not be possible for investors to effect service of process within [applicable jurisdiction] upon the directors, officer and experts referred to above. It may also not be possible to collect from 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 Canadian securities legislation."

(3) In Saskatchewan, the Offering Circular must comply with the requirement to disclose statutory rights of action prescribed under securities legislation.

15.1 Website - Disclose the SEDAR website address and that continuous disclosure for the issuer can be obtained on that site.