45-102F3 - Notice of Intention to Distribute Securities and Accompanying Declaration under Section 2.8 [Proposed F - Lapsed]

FORM 45-102F3

Notice of Intention to Distribute Securities and Accompanying

Declaration under Section 2.8 of Multilateral Instrument 45-102 Resale of

Securities

1.         Name and address of reporting issuer or reporting issuer equivalent

2.         Date and jurisdictions where issuer became a reporting issuer or reporting issuer equivalent

3.         Name and address of selling securityholder

4.         State whether the selling securityholder is an insider or officer of the issuer.  (if an officer state title).

5.         Amount or number and designation of securities of the issuer beneficially owned, directly or indirectly, by the selling securityholder.

6.         Amount or number and designation of securities of the issuer proposed to be sold by the selling securityholder.

7.         State, to the extent known to the selling securityholder, the following particulars about the control position of the issuer: name(s), securities of the issuer held, offices or positions with the issuer or selling securityholder and any other material particular regarding such control position.

8.         State whether the securities will be sold privately or on an exchange or market (state name of exchange or market). 

9.         Proposed date of sale or date of commencement of sale.

10.        If the selling securityholder is a lender, pledgee, mortgagee or other encumbrancer selling securities distributed under an exemption in securities legislation from the prospectus requirement for a trade to a lender, pledgee, mortgagee or other encumbrancer from the holdings of a control person for the purpose of giving collateral for a debt made in good faith, state the date and amount of the loan, pledge, mortgage or other encumbrance, reasons for liquidating the debt and the circumstances of default.

11.        State the date that the selling shareholder acquired the securities and, in the case of a sale by a creditor, the date the creditor foreclosed on the securities or decided to sell the securities.

12.        If this Form is not an initial filing, provide the following information:

(a)        date of filing the original Form 45-102F3

(b)        date of the most recently filed renewal Form 45-102F3

(c)        number of securities proposed to be sold in the initial Form 45-102F3

(d)        number of securities sold from the date of the initial Form 45-102F3 to the date of this renewal Form 45-102F3

(e)        number of securities proposed to be sold in the initial Form 45-102F3 that are no longer for sale

(f)         number of securities remaining for sale

Declaration, Certificate and Undertaking

The seller for whose account the securities to which this certificate relates are to be sold hereby:

(1)        represents that the seller has no knowledge of a material fact or material change with respect to the issuer of the securities that has not been generally disclosed;

(2)        represents that to the best of the seller's information and belief:

(a)        no unusual effort has been and undertakes that no unusual effort will be made to prepare the market or to create a demand for the securities to be sold and no extraordinary commission or other consideration has been or had been agreed to be paid in respect of such trade,

(b)        the transaction to which this notice of intention and declaration relate is an arm's length transaction made in good faith, and

(c)        the securities have been held for the period of time required under section 2.8 of Multilateral Instrument 45-102 Resale of Securities and the other conditions of the applicable subsection of that section have been met.

(3)        undertakes that this Form shall be renewed and filed at the end of 60 days after the original date of filing this Form and thereafter at the end of each 28 day period so long as any of the securities specified under this Form have not been sold or until notice has been filed that the securities so specified or any part thereof are no longer for sale; and

(4)        certifies that the information given in the answers to the questions in this Form are true.