45-904F - Offering Memorandum [BCF - Rescinded]

This is the form required under section 7 of BC Instrument 45-519 Retention of Current Exemptions for Six Months for an offering memorandum.

BC FORM 45-904F (Previously Form 43)

Securities Act

Offering Memorandum

ITEM 1 Non-review by Commission

Provide the following statement in bold print on the face page of the offering memorandum:

No securities commission or similar regulatory authority has passed on the merits of the securities offered nor has it reviewed this offering memorandum and any representation to the contrary is an offence.

ITEM 2 Risk Factors

(1) If appropriate to a clear understanding by purchasers of the risk factors and speculative nature of the enterprise or the securities being offered, summarize the factors that make the purchase a risk or speculation.

(2) Without restricting the generality of subsection (1), disclose if the purchaser may become liable to make an additional contribution beyond his initial investment.

ITEM 3 Name and Incorporation of Issuer

(1) State the name, principal business address and registered address of the issuer and laws under which it was incorporated or organized. State the date of formation of the issuer.

(2) If the issuer is a limited partnership, disclose the principal clauses of the partnership agreement.

ITEM 4 Description of Securities

(1) Describe the securities to be distributed including the price of the securities and the material attributes of the securities such as redemption, retraction, conversion, restricted voting rights and similar matters.

(2) Disclose how the offering price was established, whether by negotiation, arbitrarily by the issuer or otherwise.

ITEM 5 Number and Aggregate Dollar Amount of Securities to be Distributed

(1) State the number and aggregate dollar amount of securities offered, including where applicable, both minimum and maximum figures.

(2) If a minimum amount of funds is required to be raised through the offering, disclose consequences to the purchaser of failure to raise that amount, including the return of funds to the purchaser, describing any deduction or penalty. State the name and address of any person who will hold subscription funds until the minimum amount is raised.

(3) If there are any arrangements under which any part of the net proceeds will be held in trust or will only become available to the issuer if certain conditions are fulfilled, describe those conditions and the procedure for the return of funds to the purchaser.

(4) If there is a no minimum amount that is required to be raised, then provide the following statement in bold print:

This offering is not subject to any minimum subscription level, and therefore any funds received from a purchaser are available to the issuer and need not be refunded to the purchaser.

ITEM 6 Plan of Distribution

(1) Describe the means by which the securities will be distributed and the subscription procedure.

(2) State the name of any person selling the securities on behalf of the issuer, any relationship between such person and the issuer, particulars of any agency or similar agreement and the remuneration, if any, to be paid to such person for the sale of the securities.

(3) If the issuer is a limited partnership, describe the obligations and the rights of the general partner and the limited partners as well as the functions and the basis of the remuneration of the general partner.

(4) If any of the securities offered are to be offered for the account of an existing security holder, state the number or amount of securities owned by him, the number or amount to be offered for his account, and the number or amount to be owned by him after the offering. State the portion of expenses of distribution to be borne by such security holder.

ITEM 7 Exemptions From the Prospectus Requirements

Disclose the specific statutory exemption from the prospectus requirements or the discretionary exemption order, as the case may be, to be relied on in distributing the securities.

ITEM 8 Restrictions on Resale of Securities

(1) Summarize in bold print on the face page any restrictions on the resale of the securities by the purchaser.

(2) Where no market exists or will exist for the securities after the distribution, the following statement must appear in bold print on the face page:

As there is no market for these securities, it may be difficult or even impossible for the purchaser to sell them.

ITEM 9 Nature of Business of Issuer

Describe the business carried on or intended to be carried on by the issuer and by its significant subsidiaries and the general development of the business within the five preceding years. Describe the business sector in which the issuer is engaged or proposes to engage.

ITEM 10 Nature of Project to be Financed

Describe the nature of the project to be financed.

ITEM 11 Use of Proceeds by Issuer

(1) State the net proceeds that the issuer expects to obtain from the distribution, the principal uses planned for the proceeds and the funds assigned to each use.

(2) The information concerning use of the net proceeds must be meaningful. In most cases, it is not sufficient to say only that "the proceeds of the distribution will be used for general corporate purposes".

(3) If a minimum subscription level is required, the priorities for use of proceeds must be disclosed in respect of the application of both minimum and maximum proceeds from the offering. Indicate, in order of priority, the uses that will be made of the proceeds of the distribution if they are less than expected.

(4) If a particular property, project or program is to be financed only partially from proceeds of the offering, disclose the source of additional financing and particulars thereof needed to complete financing of the property, project or program.

ITEM 12 Share and Loan Capital Structure

State particulars of the share and loan capital of the issuer and each significant subsidiary whose financial statements are contained in the offering memorandum on either a consolidated or individual basis as of

(a) the date of such financial statements and

(b) a date not more than 30 days preceding the date of the certificate attached to the offering memorandum.

ITEM 13 Directors, Officers, Promoters and Principal Holders of Securities

(1) Provide the name, municipality of residence and principal occupation for the last 5 years of directors, officers, promoters and persons holding directly or indirectly more than 10% of any class of voting securities of the issuer ("principal holders"). Where a company holds more than 10% of any class of voting securities of the issuer, state the name of any individual who, directly or indirectly, owns securities representing more than 50% of the voting rights attached to that company's outstanding voting securities.

(2) Disclose all securities of the issuer, including options, held by the directors and officers as a group and by promoters and principal holders of securities at a date not more than 30 days prior to the date of the certificate attached to the offering memorandum.

(3) If the issuer is a limited partnership, provide disclosure under this Item in respect of the general partner of the limited partnership.

(4) If the promoter of the limited partnership is not the general partner, provide disclosure under this Item relating to the promoter of the limited partnership.

ITEM 14 Conflicts of Interest

Describe any existing or potential conflicts of interest among the issuer, distributor, promoter, directors, officers, principal holders and persons providing professional services to the issuer which could reasonably be expected to affect the purchaser's investment decision.

ITEM 15 Continuous Reporting Obligations to Investors

If the issuer is not a reporting issuer, describe the nature and timing of the financial and other information concerning the affairs of the issuer that will be provided to the purchaser.

ITEM 16 Financial Statements

(1) The following financial statements must be included in the offering memorandum:

(a) where the issuer has not completed one fiscal year, unaudited financial statements of the issuer as at a date not more than 60 days prior to the date of the certificate attached to the offering memorandum;

(b) where the issuer has completed one or more fiscal years:

(i) audited financial statements of the issuer for the most recent fiscal year, and

(ii) if the effective date of such statements is more than 120 days before the date of the certificate attached to the offering memorandum, unaudited financial statements for a stub period ending not more than 90 days prior to the date of the certificate attached to the offering memorandum;

(c) where the issuer is a limited partnership, the financial statements referred to in paragraph (a) or (b) must be those of the general partner.

ITEM 17 Income Tax Consequences

If income tax consequences to the purchaser are a material aspect of the offering then

(a) provide a summary disclosure of the significant income tax consequences to individuals who are residents of Canada, and

(b) provide in bold print a statement to the effect that prospective purchasers are urged to consult with their professional advisers regarding tax consequences applicable to them.

ITEM 18 Material Contracts

(1) Give particulars of every material contract entered into by the issuer or, if applicable, any of its significant subsidiaries within two years prior to the date of the certificate attached to the offering memorandum and state a time and place at which those contracts or copies thereof may be inspected during distribution of the securities being offered. If a material contract is of a confidential nature, the offering memorandum may contain a summary of such contract.

ITEM 19 Contractual Rights of Action

The offering memorandum must describe the contractual rights of action referred to in section 6(b) of BCI 45-519 Retention of Current Exemptions for Six Months, including any defences available to the issuer. The offering memorandum must describe the limitation periods applicable to the exercise of the contractual rights of action, and indicate that the rights are in addition to any other right or remedy available at law to the purchaser.

ITEM 20 Certification

Include a certificate in the following form:

The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made.

INSTRUCTIONS:

The certificate is required to be signed by the president or chief executive officer and by the chief financial officer of the issuer. If no chief financial officer has been designated, then a director of the issuer other than the president or chief executive officer, must sign the certificate.

IT IS AN OFFENCE UNDER THE SECURITIES ACT FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED, FURNISHED OR DELIVERED UNDER THE ACT OR THE REGULATIONS THAT, AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION AS THAT TERM IS DEFINED BY THE SECURITIES ACT.