| PART 1 | DEFINITIONS, INTERPRETATION AND APPLICATION |
| 1.1 | Definitions |
| 1.2 | Interpretation |
| 1.3 | Application |
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| PART 2 | DISCLOSURE RESPONSIBILITIES |
| 2.1 | General Disclosure Standard |
| 2.2 | Consistency of Disclosure |
| 2.3 | Defences |
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| PART 3 | GOVERNANCE RESPONSIBILITIES |
| 3.1 | Directors’ and Executive Officers’ Duties to Act Honestly and in Good Faith |
| 3.2 | Directors’ and Executive Officers’ Standard of Care |
| 3.3 | Conflicts of Interest and Material Related Entity Transactions |
| 3.4 | Audit Committees |
| 3.5 | Trading Policies |
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| PART 4 | PERIODIC FINANCIAL DISCLOSURE |
| 4.1 | Approval and Filing of Annual Report |
| 4.2 | Annual Report and Annual Financial Statements |
| 4.3 | Approval and Filing of Mid-Year Report |
| 4.4 | Contents of Mid-Year Report |
| 4.5 | First Financial Statements After Becoming a Reporting Issuer |
| 4.6 | Delivery Options for an Annual Report or Mid-Year Report |
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| PART 5 | PROXY SOLICITATION AND INFORMATION CIRCULARS |
| 5.1 | Requirements for Proxy Form and Information Circular |
5.2 | Delivery Options for Proxy Form |
| 5.3 | Delivery Options for Information Circular and Proxy Related Materials |
| 5.4 | Dissident Proxy Solicitations |
| 5.5 | Other Exemptions |
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| PART 6 | MATERIAL CHANGES AND DISCLOSABLE EVENTS |
| 6.1 | Material Change or Disclosable Event Disclosure |
| 6.2 | Filing Deadline for Report of Material Change or Disclosable Event |
| 6.3 | Contents of Report of Material Change or Disclosable Event |
| 6.4 | Unduly Detrimental Disclosure |
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| PART 7 | OTHER DISCLOSURE OBLIGATIONS |
| 7.1 | Disclosure Made in Other Jurisdictions or Sent to Securityholders |
| 7.2 | Change of Reporting Issuer Status or Name |
| 7.3 | Securityholder Documents |
| 7.4 | Change of Auditor |
| 7.5 | Financial News Release |
| 7.6 | Forward-Looking Information, FOFI and Financial Outlooks |
| 7.7 | Change in Year-End |
| 7.8 | Reverse Takeovers |
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| PART 8 | EXEMPTIONS |
| 8.1 | Discretionary Exemptions |
| 8.2 | SEC Issuers |
| 8.3 | Exemptions for Exchangeable Security Issuers, Credit Support Issuers and Foreign Issuers |
| 8.4 | Existing Exemptions |
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| PART 9 | EFFECTIVE DATE AND TRANSITION |
| 9.1 | Effective Date |
| 9.2 | Transition |
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| PART 10 | LANGUAGE OF DOCUMENTS |
