ONTARIO SECURITIES COMMISSION FORM 41-501F1
INFORMATION REQUIRED IN A PROSPECTUS ^(1),(2)

General Instructions

1. The objective of the prospectus is to provide information concerning the issuer that an investor needs to make an informed investment decision. This Form sets out the basic disclosure that is required, subject to the obligation to provide full, true and plain disclosure of all material facts relating to the securities issued or proposed to be distributed. Certain rules of specific application impose prospectus disclosure obligations in addition to those described in this Form.

2. Unless an Item specifically requires disclosure only in the preliminary prospectus, the disclosure requirements set out in this Form are for both the preliminary prospectus and the prospectus. Details concerning the price and other matters dependent upon or relating to price, such as the number of securities being distributed, may be left out of the preliminary prospectus, along with specifics concerning the plan of distribution, to the extent that these matters have not been decided.

3. The disclosure must be understandable to readers and presented in an easy to read format. The information required should be presented concisely and in plain language. The use of non-technical terminology is encouraged and if technical terms are used they should be defined.

4. Each Item outlines a disclosure requirement. Instructions relating to an Item are printed in italics.

5. No reference need be made to inapplicable Items and unless otherwise required in this Form, negative answers to Items may be omitted.

6. Terms used in this Form that are defined in Rule 41-501 General Prospectus Requirements have the meanings given to them in that Rule.⁽³⁾

7. Where the term "issuer" is used in an Item, it may be necessary, in order to meet the requirement for full, true and plain disclosure of all material facts, to include disclosure of the issuer's subsidiaries and proposed subsidiaries and on entities' investees. For this purpose "investees" is defined to mean any entity that the Handbook recommends that the issuer account for by the equity method or the proportionate consolidation method. An entity may be considered a proposed subsidiary only if the entity will be a subsidiary on, or immediately following, completion of the distribution.

8. If disclosure is required as of a specific date and there has been a material change or change which is otherwise significant in the required information subsequent to that date, the information shall instead be presented as of a date subsequent to the change.

9. The prospectus shall be prepared in accordance with securities legislation as at the date of issuance of a receipt for the preliminary prospectus, or if a pro forma prospectus is filed under section 62 of the Act, the date of the pro forma prospectus. See section 2.1 of Rule 41-501 General Prospectus Requirements.

10. Where the term "class" is used in any Item to describe securities the term includes a series of a class.

Item 1 - Front Page Disclosure

1.1 Required Language - Every prospectus shall include the disclosure required by section 2.1 of National Instrument 41-101 Prospectus Disclosure Requirements by stating in italics at the top of the front page, the following, with bracketed information completed:

"The securities described in this prospectus can only be distributed where it is legal to sell them, by people who are legally permitted to sell them. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise."⁽⁴⁾

INSTRUCTION: National Instrument 41-101 Prospectus Disclosure Requirements provides that this statement may be modified to reflect the terms of and conditions of a distribution.

1.2 Preliminary Prospectus Disclosure - Every preliminary prospectus shall include the disclosure required by section 2.2 of National Instrument 41-101 Prospectus Disclosure Requirements by stating in red ink on the left hand side of the front page the following, with bracketed information completed:

"This preliminary prospectus relating to the securities described in it, has been filed in [each of/certain of] the [provinces/provinces and territories of Canada] but has not yet become final for the purpose of a distribution. Information contained in this preliminary prospectus may not be complete and may have to be amended. The securities may not be distributed until a receipt is obtained for the prospectus."⁽⁵⁾

INSTRUCTION: National Instrument 41-101 Prospectus Disclosure Requirements provides that this statement may be modified to reflect the terms of and conditions of a distribution.

1.3 Basic Disclosure about the Distribution

(1) State the following immediately below the disclosure required by Item 1.1 on the front page of the prospectus with bracketed information completed:

(Date)

[number and type of securities qualified for distribution under the prospectus, including any options or warrants, and the price per security]⁽⁶⁾

(2) Disclose the method by which the offering price has been or will be determined and if estimates have been provided explain the process for determining the estimates.⁽⁷⁾

(3) If the securities are listed on a stock exchange and are to be distributed at a price based upon the market price, indicate the market involved and the market price as of the latest practicable date.

INSTRUCTIONS:

1. The description of the number and type of securities being distributed shall include the restricted share terms, if any, prescribed by Rule 56-501 Restricted Shares.

2. If the offering price is in a currency other than the Canadian dollar or the United States dollar, comply with the disclosure requirements of National Instrument 52-102 Use of Currencies in Material Filed with Securities Regulatory Authorities.⁽⁸⁾

3. The information required by paragraph (3) of Item 1.3 shall be updated and included in the prospectus.

1.4 Distribution⁽⁹⁾

(1) The information called for by the following table shall be given, in substantially the following tabular form, on the front page of the prospectus for securities being distributed for cash:

(2) If there is an over-allotment option, describe, in a note to the table or otherwise, the terms of the option and the fact that the prospectus qualifies both the grant of the option and the issuance or transfer of securities that will be issued or transferred if the option is exercised.⁽¹⁰⁾

(3) If the prospectus discloses a plan to distribute the securities on a best efforts basis, disclose in the table the minimum subscription. If there is a maximum subscription that differs from the minimum subscription, provide totals for both the minimum and maximum subscriptions.

(4) Disclose separately on the front page of the prospectus those securities that are underwritten, those under option and those to be sold on a best efforts basis, and, in the case of a best efforts distribution, the latest date that the distribution is to remain open.⁽¹¹⁾

(5) If a minimum amount of funds is required by the issuer and the securities are to be distributed on a best efforts basis, state on the front page of the prospectus that the distribution shall not continue for a period of more than 90 days after the date of the receipt for the prospectus if subscriptions representing the minimum amount of funds are not obtained within that period unless each of the persons or companies who subscribed within that period have provided their express written consent.⁽¹²⁾

(6) If a security is being distributed for the account of a securityholder, provide on the front page of the prospectus the name of the securityholder and a cross-reference to the applicable section in the prospectus where further information about the selling securityholder is provided. State the portion of the expenses of the distribution to be borne by the selling securityholder and if none of the expenses of the distribution are being borne by the selling securityholder include a statement to that effect and discuss the reason for these arrangements.

(7) If the prospectus is used for a special warrant or similar transaction, state on the front page, as a note to the table, the amount that has been received by the issuer of the special warrants or similar securities on the sale of the special warrants or similar securities. If the funds are held in escrow, disclose the conditions for release.

(8) If the underwriter has been granted a compensation option, state on the front page whether the prospectus qualifies the grant of all or part of the compensation option and provide a cross reference to the applicable section in the prospectus where further information about the compensation option is provided.

INSTRUCTIONS:⁽¹³⁾

1. Estimate amounts, if necessary. For non-fixed price distributions that are being made on a best efforts basis, disclosure of the information called for by the table may be set forth as a percentage or a range of percentages and need not be set forth in tabular form.

2. In the table, disclose only commissions paid or payable in cash by the issuer or selling securityholder and discounts granted. Commissions or other consideration paid or payable in cash or otherwise by other persons or companies and consideration other than discounts granted and cash paid or payable by the issuer or selling securityholder (including warrants and options) shall be set out in a note to the table with a reference in column (b) of the table to the note. Any finder's fees or similar payment shall be disclosed in a note to column (b) of the table.

3. If debt securities are offered, also express the information in the table as a percentage.⁽¹⁴⁾ If debt securities are offered at a premium or a discount, state in bold type the effective yield if held to maturity.

4. For paragraphs 1.4(2) and (8), see Rule 48-502 Underwriters' Options.

5. For paragraph 1.4(7), see National Instrument 46-101 Special Warrant Transactions.

1.5 Non-Fixed Price Distributions⁽¹⁵⁾ - If non-convertible debt securities or non-convertible preferred shares are to be distributed at non-fixed prices as permitted by section 4.1 of Rule 41-501 General Prospectus Requirements, disclose on the front page of the prospectus

(a) the discount allowed or commission payable to the underwriter;

(b) any other compensation payable to the underwriter and, if applicable, that the underwriter's compensation will be increased or decreased by the amount by which the aggregate price paid for the securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriter to the issuer or selling securityholder;

(c) that the securities to be distributed under the prospectus will be distributed either at prices determined by reference to the prevailing price of a specified security in a specified market, at market prices prevailing at the time of sale or at prices to be negotiated with purchasers, which prices may vary as between purchasers and during the period of distribution of the securities;

(d) if the price of the securities is to be determined by reference to the prevailing price of a specified security in a specified market, the price of the specified security in the specified market at the latest practicable date;

(e) if the price of the securities will be the market price prevailing at the time of sale, the market price at the latest practicable date; and

(f) the net proceeds or, if the distribution is to be made on a best efforts basis, the minimum amount of net proceeds, if any, to be received by the issuer or selling securityholder.

1.6 Reduced Price Distributions - If an issuer, underwriter or selling securityholder wishes to decrease the price at which securities are distributed for cash from the initial public offering price fixed in the prospectus, include in bold type on the front page of the prospectus a cross-reference to the disclosure concerning this in the prospectus.

1.7 Market for Securities

(1) Identify the exchange(s) upon which the securities being distributed are traded, if any.

(2) If application has been made to list or quote the securities being distributed and if securities of the same class as the securities being distributed or any other class of securities are currently listed or quoted, state, in substantially the following form, on the front page of the preliminary prospectus, with bracketed information completed:⁽¹⁶⁾

"An application has been made to list or quote the securities distributed under this prospectus on [name of Exchange]. Listing will be subject to the issuer fulfilling all the listing requirements of [name of Exchange]."

(3) If application has been made to list or quote the securities being distributed and conditional listing approval has been received, state, in substantially the following form, on the front page of the prospectus, with bracketed information completed:

"[name of Exchange] has conditionally approved the listing of these securities. Listing is subject to the [issuer] fulfilling all of the requirements of the [name of Exchange] on or before [date], including distribution of these securities to a minimum number of public securityholders."⁽¹⁷⁾

(4) Disclose on the front page of the prospectus any intention to stabilize the market. Provide a cross-reference to the applicable section in the body of the prospectus where further information about market stabilization is available.⁽¹⁸⁾

(5) If no market for the securities being distributed under the prospectus exists or will exist after the distribution, state in bold type on the front page of the prospectus:

"There is no market through which these securities may be sold and purchasers may not be able to resell securities purchased under the prospectus".⁽¹⁹⁾

1.8 Risk Factors - Include on the front page of the prospectus a cross reference to the disclosure, if any, about the risks of an investment in the securities being distributed.

1.9 Underwriter(s)

(1) If the issuer or a selling securityholder is a connected issuer of an underwriter of the distribution or if the issuer is also an underwriter for purposes of National Instrument 33-105 Underwriting Conflicts, comply with the disclosure requirements of Appendix C of National Instrument 33-105 Underwriting Conflicts by including the following on the front page of the prospectus:

1. A statement in bold type naming the relevant underwriter(s) that the issuer or the selling securityholder is a connected issuer of the underwriter(s) in connection with the distribution.

2. A summary of the basis on which the issuer or selling securityholder is a connected issuer of the named underwriter(s).

3. A cross-reference to the applicable section in the body of the prospectus where further information concerning the relationship between the issuer or selling securityholder and the underwriter(s) is provided.

(2) If an underwriter has agreed to purchase all of the securities at a specified price and the underwriter's obligations are subject to conditions, provide the following disclosure required by section 3.1 of National Instrument 41-101 Prospectus Disclosure Requirements on the front page of the prospectus:

"We, as principals, conditionally offer these securities, subject to prior sale, if, as and when issued by the [name of issuer] and accepted by us in accordance with the conditions contained in the underwriting agreement referred to under Plan of Distribution".

(3) If an underwriter has agreed to purchase all of the securities at a specified price, state on the front page of the prospectus that the securities are to be taken up by the underwriter, if at all, on or before a date not later than 42 days after the date of the receipt for the prospectus.⁽²⁰⁾

(4) If there is no underwriter involved in the distribution, provide a statement in bold type on the front page of the prospectus to the effect that no underwriter has been involved in the preparation of the prospectus or performed any review of the contents of the prospectus.⁽²¹⁾

INSTRUCTIONS:

1. "connected issuer" is defined in Section 1.1 of National Instrument 33-105 Underwriting Conflicts.

2. National Instrument 41-101 Prospectus Disclosure Requirements provides that the statement required by paragraph (2) may be modified to reflect the terms and conditions of a distribution.

1.10 International Issuers - If the issuer, a selling securityholder, a guarantor or promoter of the securities distributed under the prospectus is incorporated, continued or otherwise governed under the laws of a foreign jurisdiction or resides outside of Canada, provide the following on one of the first three pages of the prospectus or under a separate heading elsewhere in the prospectus, with bracketed information completed:

The [issuer, selling securityholder, guarantor and/or promoter] is incorporated, continued or otherwise governed under the laws of a foreign jurisdiction or resides outside of Canada. Although [the issuer, selling securityholder, guarantor and/or promoter] has appointed [name and address of agent for service] as its agent for service of process in Ontario it may not be possible for investors to collect from the issuer, selling securityholder, guarantor or promoter, judgments obtained in courts in Ontario predicated upon the civil liability provisions of securities legislation.⁽²²⁾

Item 2 - Table of Contents⁽²³⁾

2.1 Table of Contents - Include a table of contents.

Item 3 - Summary of Prospectus⁽²⁴⁾

3.1 General - Give a brief description, near the beginning of the prospectus, of the information in the body of the prospectus that, in the opinion of the issuer or selling securityholder, would be most likely to influence the investor's decision to purchase the security, including

(a) the principal business of the issuer and its subsidiaries;

(b) the securities to be distributed, including the offering price and expected net proceeds;

(c) use of proceeds;

(d) risk factors; and

(e) summary financial information in the form set out in Item 8.1.

3.2 Cautionary Language - At the beginning of the summary include a statement in substantially the following form:

"The following is a summary of the principal features of this distribution and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus."

INSTRUCTION: Appropriate cross-references should be made to Items in the prospectus if information is difficult to summarize accurately, but the salient points must be summarized.

Item 4 - Corporate Structure⁽²⁵⁾

4.1 Name and Incorporation

(1) State the full corporate name of the issuer or, if the issuer is an unincorporated entity, the full name under which the entity exists and carries on business and the address[es] of the issuer's head and registered office.⁽²⁶⁾

(2) State the statute under which the issuer is incorporated, continued or organized or if the issuer is an unincorporated entity, the laws of the jurisdiction under which the issuer is established and exists. If material, state whether the articles or other constating or establishing documents of the issuer have been amended and describe the substance of material amendments.

INSTRUCTION: Particulars of articles of incorporation, continuance and amendment need to be set out only if material to the securities being distributed under the prospectus. See Item 10.

4.2 Intercorporate Relationships⁽²⁷⁾

(1) Illustrate by way of a diagram or otherwise the intercorporate relationships among the issuer and the issuer's material subsidiaries. For each subsidiary state the percentage of votes attaching to all voting securities of the subsidiary represented by voting securities beneficially owned or over which control or direction is exercised by the issuer and the place of incorporation, continuance or organization. Also disclose the percentage of each class of non-voting securities beneficially owned or over which control or direction is exercised by the issuer.

(2) If the securities distributed under the prospectus are being issued on or under, or pursuant to, an acquisition, amalgamation, merger, reorganization or arrangement, illustrate by way of a diagram or otherwise these intercorporate relationships both before and after the completion of the proposed transaction

INSTRUCTION: A particular subsidiary may be omitted if

(a) the total assets of the subsidiary do not constitute more than 10 percent of the consolidated assets of the issuer at the most recent financial year end and the subsidiary is not otherwise material; and

(b) the assets of the omitted subsidiaries in the aggregate do not constitute more than 30 percent of the consolidated assets of the issuer⁽²⁸⁾.

Item 5 - Business of the Issuer⁽²⁹⁾

5.1 General Development of the Business⁽³⁰⁾.

(1) Describe the general development of the business of the issuer over the last three⁽³¹⁾ financial years. If the business consists of the production or distribution of more than one product or the rendering of more than one kind of service, indicate, in so far as practical, the principal products or services. Also discuss changes in the business of the issuer that are expected to occur during the current financial year of the issuer.

(2) If material, the description of the business shall include a discussion of the following matters, identifying the dominant industry segments or each reportable industry segment affected

(a) the competitive conditions in the principal markets and geographic areas in which the issuer operates including, if reasonably possible, an assessment of the issuer's competitive position;

(b) the dollar amount spent by the issuer on research and development and exploration and development in its last three financial years;

(c) the financial and operational effects of environmental protection requirements on the capital expenditures, earnings and competitive position of the issuer in the current financial year and any expected impact on the position in future years;

(d) the number of employees of the issuer as at the end of its most recent financial year or as an average over the year, whichever is more relevant;

(e) any risks associated with foreign operations of the issuer and any dependence of one or more of the issuer's industry segments upon such foreign operations;

(f) the nature and results of any bankruptcy, receivership or similar proceedings against the issuer or any of its material subsidiaries within the last three financial years;

(g) the nature and results of any material reorganization of the issuer or any of its material subsidiaries within the last three financial years;

(h) material changes in the types of products produced or services rendered by the issuer and its material subsidiaries; and

(i) any material changes in the mode of conducting the business of the issuer or its material subsidiaries.

INSTRUCTION: The description shall not relate to the powers and objects in the incorporating or organizing instruments, but to the actual business carried on and intended to be carried on. Include only major events or conditions that have influenced the general development of the business of the issuer. Include the business of subsidiaries of the issuer only in so far as is necessary to explain the character and development of the business conducted by the combined enterprise.

5.2 Narrative Description of the Business^(32),(33) - Describe the business of the issuer with reference to each dominant industry segment of the issuer or each reportable industry segment of the issuer as defined in the Handbook⁽³⁴⁾. For each industry segment of the issuer include the following information:

1. Principal Products or Services - With respect to principal products or services

(a) the history of development of the issuer's principal products or services and their principal markets;

(b) the stage of development of the principal products, including if they are at the design, prototype, market test or commercial production stage;

(c) if the products are not at the commercial production stage or if more than 10 percent of the net proceeds from the distribution will be used for research and development

(i) the stage of development that management anticipates will be reached using the proceeds from the distribution available,

(ii) the major components of the proposed development program that will be funded using the proceeds from the distribution with a breakdown of costs,

(iii) whether the issuer is conducting its own research and development, is subcontracting out the research and development or is using a combination of those methods, and

(iv) the additional steps required to reach commercial production and an estimate of costs and timing.

2. Operations - Concerning production and sales

(a) the actual or proposed method of production of the issuer's products or, if the issuer provides services, the method of providing the services;

(b) the payment terms, expiration dates and the terms of any renewal options of any material leases or mortgages, whether the leases or mortgages are in good standing and, if applicable, that the landlord or mortgagee is not at arm's length with the issuer;

(c) any specialized skill or knowledge requirements necessary for the products to be produced or services to be offered and the extent that this skill or knowledge is available to the issuer;

(d) the sources and availability of raw materials, component parts or finished products;

(e) the importance, duration and effect on the segment of identifiable intangible properties such as brand names, circulation lists, copyrights, franchises, licences, patents, software, subscription lists and trademarks;

(f) the extent to which the business of the segment is seasonal; and

(g) a description of any aspect of the issuer's business that may be affected in the current financial year by renegotiation or termination of contracts or sub-contracts.

3. Market - With respect to the issuer's market

(a) if aggregate sales made to or income received from any one customer, by one or more segments, amounted to 10 percent or more of consolidated revenues of the issuer in any of the issuer's last three financial years, the number of these customers and the aggregate percentage of sales to or income from these customers;

(b) if more than 40 percent of the issuer's sales within an operating segment were made to customers in a geographic segment in any of the last three completed financial years, the geographic segment and the percentage of the operating segment's sales made to these customers;

(c) material industry trends within the operating segments and specific geographical segments referred to in paragraph (b); and

(d) the competition within the operating segments and specific geographical segments referred to in paragraph (b) including names of the issuer's principal competitors, a comparison of the principal aspects of competition (e.g. price, service, warranty or product performance) between the issuer and its principal competitors, and potential sources of significant new competition.

INSTRUCTION: In determining sales to customers for purposes of paragraph (a) if it is known that a group of customers is under common control, the group shall be considered one customer.

4. Lending - With respect to lending operations of an issuer's business, describe the investment policies and lending and investment restrictions.

5.3 Acquisitions and Dispositions⁽³⁵⁾ - Disclose any material acquisitions and dispositions relating to the issuer's business made by the issuer during the last three financial years of the issuer or, if the issuer has been in existence for less than three financial years, the period the issuer has been in existence, and any intended material acquisitions or dispositions, including particulars of

(a) the nature of the assets acquired or disposed of or to be acquired or disposed of;

(b) the actual or proposed date of each acquisition or disposition;

(c) the consideration, both monetary and non-monetary, paid or to be paid to or by the issuer;

(d) any material obligations that must be complied with to keep any acquisition or disposition agreement in good standing;

(e) the impact of the acquisition or disposition on the operating results and financial position of the issuer;

(f) any valuation opinion obtained within the last 12 months required by Canadian securities legislation or Canadian securities directives of a Canadian securities regulatory authority or a policy of a stock exchange to support the value of the consideration received or paid by the issuer or its subsidiary for the assets, 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; and

(g) whether the transaction is at arm's-length and, if not, the identity of the parties and the relationship of the parties to the issuer.

Item 6 - Description of Property

6.1 General⁽³⁶⁾ - State briefly with respect to the principal properties of the issuer including, but not limited to, manufacturing plants, warehouses, service and retail outlets and investment properties

(a) the location, principal use and condition of each property, except that if the issuer has numerous locations, the information may be presented on a regional basis by reporting the total number of properties for each region;

(b) the operating segment of the issuer using the property; and

(c) whether the property is owned freehold or otherwise, or leased or whether held subject to any material encumbrances including a brief description of any material encumbrances against the property.

6.2 Natural Resource Operations (other than Oil and Gas)⁽³⁷⁾ - With respect to natural resource operations of the issuer, other than oil and gas operations, provide the following:

1. Location, Description and Acquisition of Properties - As to each of the principal properties, mines and plants presently owned, leased, held under option or operated, or intended to be owned, leased, held under option or operated, by the issuer

(a) the name, location, size, number of claims and concessions of, and means of access to, the property;

(b) a brief description of the title, claim or lease under which the issuer has, or will have, the right to hold or operate the property, indicating any conditions that the issuer must meet to obtain or retain the property;

(c) if a principal property was acquired within the last three financial years of the issuer or is intended to be acquired by the issuer from an insider or promoter of the issuer or an associate or affiliate of an insider or promoter, the name and address of the vendor, the relationship of the vendor to the issuer and the consideration paid or intended to be paid to the vendor;⁽³⁸⁾ and

(d) to the extent known, the name of every person or company that has received or is expected to receive a greater than five percent interest in the consideration received or to be received by the vendor referred to in subparagraph (c).

2. History - Describe previous prospecting, exploration, development and operations conducted by the issuer and to the extent known, by others, on the principal properties, including the names of previous operators, the years during which work was done, the cost of the work and results achieved.

3. Geology, Mineral Deposits and Reserves - Describe

(a) the general geology and structure of the principal properties;

(b) to the extent known, estimated resources and reserves by deposits and by categories that conform to the classifications and definitions in National Instrument 43-101 Guide for Engineers, Geologists and Prospectors;

(c) the character, extent and condition of any underground exploration and development and any underground plant and equipment, and, if none, so state; and

(d) the character, extent and condition of any surface exploration and development and any surface plant and equipment, and, if none, so state.

4. Proposed Exploration and Development Program - Disclose the issuer's proposed program of exploration or development of the principal properties including a timetable for the program, describing each significant component of the program and a breakdown of costs for the program. If the property is without a known body of commercial ore and the proposed program is exploratory, include a statement to that effect.

See Instructions following Item 6.3

6.3 Oil and Gas Companies⁽³⁹⁾ - With respect to oil and gas operations of an issuer, provide the following:

1. Location, Description and Acquisition - For each principal⁽⁴⁰⁾ oil and gas property, plant, facility and installation and other principal property owned, leased or held under option, or intended to be owned, leased or held under option, by the issuer:

(a) the location, by province, if in Canada or state, if in the United States and by country otherwise of all producing wells, and all non-unitized wells capable of producing, in which the issuer has an interest, with the interest expressed in terms of net wells, distinguishing separately oil wells and gas wells;

(b) for interests in properties on which there are no current reserves, the gross acreage in which the issuer has an interest and the net interest of the issuer expressed in terms of net leasable acreage, and the location of acreage by geographical area;

(c) to the extent that such properties are not unitized and are capable of but are not producing, indicate the proximity of the properties to pipe lines or other means of transportation;

(d) if a principal property was acquired within the last three financial years of the issuer or is intended to be acquired by the issuer, from an insider or promoter of the issuer or an associate or affiliate of an insider or promoter, state the name and address of the vendor, the relationship of the vendor to the issuer and the consideration paid or intended to be paid to the vendor; and

(e) to the extent known, the name of every person or company who has received or is expected to receive a greater than five percent interest in the consideration received or to be received by any vendor referred to in subparagraph (d).

2. History - Details of the net crude oil, natural gas liquids and natural gas production of the issuer, including the interest of the issuer in the crude oil, natural gas liquids and natural gas production of any other person or company, for each of the last three financial years and for the current year as at a date not more than 120 days before to the date of the preliminary prospectus or pro forma prospectus.

3. Drilling Activity - State the number of wells the issuer has drilled or has participated in the drilling of for each of the last three financial years and for the current year as at a date not more than 120 days before to the date of the preliminary prospectus or pro forma prospectus, the number of wells completed as producing wells and as dry holes, the amounts expended by the issuer during the last three financial years and the portion of the current year on drilling and exploration activities.

4. Geology and Reserve - Describe, to the extent known, the estimated reserves by deposit and by categories that conform to the classification and definition in National Instrument 43-102 Guide for Engineers or Geologists Submitting Oil and Gas Reports.

5. Proposed Exploration and Development Program - Disclose the issuer's proposed program of exploration or development of the principal properties including a timetable for the program, describing each significant component of the program and a breakdown of costs for the program. If the proposed program is exploratory, include a statement to that effect.

INSTRUCTIONS: for Items 6.2 and 6.3

1. For purposes of Items 6.2 and 6.3 the principal properties which are required to be described are those properties of the issuer upon which more than 10 percent of the net proceeds of the issue are to be expended or that contributed at least 10 percent of the gross revenues of the issuer during the most recent financial year of the issuer. Information for the other properties of the issuer shall be given in summary form.

2. The information required by these Items shall be derived from or supported by information obtained from the report relating to the property required to be filed with the Commission under National Instrument 43-101 Guide for Engineers, Geologists and Prospectors or National Instrument 43-102 Guide for Engineers or Geologists Submitting Oil and Gas Reports, if a statement to such effect is made in the prospectus.

3. In giving the information required by these Items, include ownership interests such as fee interests, leasehold interests, royalty interests, interests in reservation and all other types and variations of ownership interests.

4. Do not include the amounts expended for payments made for and under leases or other similar interests, but state separately for the years and period referred to in paragraph 3 of Item 6.3 the amounts paid or payable for and under leases or other similar interests.

Item 7 - Use of Proceeds⁽⁴¹⁾

7.1 Proceeds - State the estimated net proceeds to be received by the issuer or, in the case of a non-fixed price distribution or a distribution to be made on a best efforts basis, the minimum amount of net proceeds to be received by the issuer from the sale of the securities distributed and state the particulars of any provisions or arrangements made for holding any part of the net proceeds of the distribution in trust or escrow subject to the fulfilment of conditions.

7.2 Principal Purposes - Describe, in tabular form if appropriate, each of the principal purposes, with approximate amounts, for which the net proceeds will be used by the issuer. If the closing of the distribution is subject to a minimum subscription, provide disclosure of the use of proceeds for the minimum and maximum subscriptions.

7.3 Escrowed Proceeds - Where required, specify if unallocated funds will be placed in a trust or escrow account, invested or added to the working capital of the company and give details of the arrangements made for, and the persons responsible for, the supervision of the trust or escrow account or the investment of unallocated funds and the investment policy to be followed.

INSTRUCTIONS:

1. Statements as to the principal purposes to which the net proceeds are to be applied shall be reasonably specific. The phrase "for general corporate purposes" will generally not be sufficient.

2. The issuer may choose to include a statement such as the following as a lead-in:⁽⁴²⁾

"The issuer intends to spend the funds available to it as stated in this prospectus. There may be circumstances, however, where, for sound business reasons, a reallocation of funds may be necessary."

3. If any material amounts of other funds are to be used in conjunction with the proceeds, state the amounts and sources of the other funds.

4. If more than 10 percent of the net proceeds⁽⁴³⁾ are to be used to acquire assets, describe the assets, and, if known, the particulars of the purchase price being paid for or being allocated to the respective categories of assets, including intangible assets that are being acquired. If the acquisition is from an insider of the issuer, give the name of the person or company from whom the assets are to be acquired and the principle followed in determining the cost. Describe the nature of the title to or interest in the assets to be acquired by the issuer. If any part of the consideration for the acquisition of any of the assets consists of securities of the issuer, give brief particulars of the designation, number or amount, voting rights, if any, and other appropriate information relating to the securities, including particulars of any issuance of any securities of the same class within the two preceding years.

5. If more than 10 percent of the net proceeds⁽⁴⁴⁾ will be used to reduce or retire indebtedness and the indebtedness was incurred within the two preceding years, describe the principal purposes for which the proceeds of the indebtedness were used and, if the creditor is an insider of the issuer, identify the creditor and the nature of the relationship to the issuer and the outstanding amount owed.

6. If the prospectus is used for a special warrant or similar transaction, describe the principal purposes for which the funds were raised in the transaction. If all or a portion of the funds have been spent, explain how the funds were spent.

Item 8 - Summary Financial Information and Management's Discussion and Analysis

8.1 Summary Financial Information⁽⁴⁵⁾

(1) Provide financial data in substantially the following tabular form for the issuer's last three financial years and any period subsequent to the most recent financial year end for which financial statements are included in the prospectus:

The summary financial data presented below as at the end of and for the years ended ....., ..... and ..... have been derived from the [consolidated] financial statements. The summary financial data presented below as at the end of and for the .....-month periods ended ..... and ..... have been derived from unaudited [consolidated] financial statements which, in the opinion of management, have been prepared on the same basis as the audited financial statements and include all adjustments necessary to present fairly the information set forth in the statements.

INSTRUCTION: The content of the table may be modified to reflect the financial disclosure of the issuer included in the issuer's consolidated financial statements and must include all material information.

(2) Provide the following financial data in substantially the tabular form required by paragraph 8.1(1),⁽⁴⁸⁾ for each of the issuer's last eight quarters ending with the most recent financial year:

Net sales or total revenue

Income (loss) before extraordinary items

Income (loss) per share before extraordinary items

Net income (loss)

Net income (loss) per share

(3) Discuss, in notes to the tables provided under (1) and (2), those factors affecting the comparability of the data, including discontinued operations, changes in accounting policies, significant acquisitions or disposals and major changes in the direction of the business. Also describe any contractual restriction or restriction in the share provisions that could prevent the issuer from paying dividends. Describe the issuer's dividend policy and if a decision has been made to change the dividend policy, disclose the intended change.

(4) If the issuer is required, pursuant to section 3.2 of Rule 41-501 General Prospectus Requirements, to reconcile its financial statements to Canadian GAAP, discuss, in notes to the tables the reconciliation and any aspects of the differences between the foreign accounting principles applied and Canadian GAAP necessary for an understanding of the financial statements.

8.2 Issuers Incorporated Less than One Year - If the issuer was incorporated or organized less than one year prior to the date as of which the most recent balance sheet contained in the prospectus is drawn up or if the issuer's business is still in the development stage, indicate the amount or estimated amount of preliminary expenses incurred by the issuer, showing administrative and development expenses separately, including the amount already expended and the estimated future expenditures.

8.3 Management's Discussion and Analysis⁽⁴⁹⁾ - Reproduce the disclosure required by Part III of Rule 51-501 Annual Information Form and Management's Discussion and Analysis of Financial Condition and Results of Operation for the issuer, except that the disclosure shall relate to the financial condition, changes in financial condition and results of operations of the issuer for the last three financial years.

Item 9 - Earnings Coverage Ratios⁽⁵⁰⁾

9.1 Earnings Coverage Ratios

(1) If the securities being offered are debt securities having a term to maturity in excess of one year or are preferred shares, disclose

(a) the earnings coverage ratio based on the 12 month period ended on the last day of the most recently completed period for which audited annual financial statements of the issuer are required to be included in the prospectus; and

(b) the earnings coverage ratio based on the 12 month period ended on the last day of the most recently completed period for which interim financial statements of the issuer are included in the prospectus if the period is subsequent to the last day of the most recently completed period for which audited annual financial statements of the issuer are included in the prospectus.

(2) The ratios referred to in subsection (1) shall be adjusted to reflect:

(a) the issuance of all long term financial liabilities and, in the case of a distribution of preferred shares, all preferred shares, issued since the date of the annual or interim financial statements;

(b) the issuance of the securities that are to be distributed under the prospectus based on the price at which the securities will be distributed;

(c) the repayment, redemption or other retirement of all long term financial liabilities since the date of the annual or interim financial statements, all long term financial liabilities to be repaid or redeemed from the proceeds to be realized from the sale of securities offered under the prospectus and, in the case of an issuance of preferred shares, all preferred shares repaid, redeemed or otherwise retired since the date of the annual or interim financial statements and all preferred shares to be repaid, redeemed or otherwise retired from the proceeds to be realized from the sale of the securities under the prospectus; and

(d) the servicing costs that were incurred, or will be incurred, in relation to the adjustments.

INSTRUCTIONS:

1. Earnings coverage shall be calculated by dividing x by y where:

(a) "x" is the issuer's consolidated net income before interest and income taxes for the relevant period; and

(b) "y" is (i) for an issue of debt securities, interest expense determined in accordance with Canadian GAAP after giving effect to the distribution and any retirement of obligations plus the amount of interest that has been capitalized during the period, and (ii) for an issue of preferred shares, dividends declared during the period together with any dividends payable in the future after giving effect to the distribution plus annual interest requirements.⁽⁵¹⁾

2. Recurring costs should be included in all coverage calculations but imputed interest income from the proceeds of the distribution should not be included.

Item 10 - Description of the Securities Distributed⁽⁵²⁾

10.1 Terms

(1) If shares are being distributed, state the description or the designation of the class of shares distributed and describe all material attributes and characteristics, including, without limiting the generality of the foregoing,

(a) dividend rights;

(b) voting rights;

(c) liquidation or distribution rights;

(d) pre-emptive rights;

(e) conversion or exchange rights;

(f) redemption, retraction, purchase for cancellation or surrender provisions;

(g) sinking or purchase fund provisions;

(h) liability to further calls or to assessment by the issuer; and

(i) provisions permitting or restricting the issuance of additional securities.

(2) If debt securities are being distributed, give a brief summary of the material attributes and characteristics of the indebtedness and the security, if any, for the debt, including

(a) provisions for interest rate, maturity and premium, if any;

(b) conversion or exchange rights;

(c) redemption, retraction, purchase for cancellation or surrender provisions;

(d) sinking or purchase fund provisions;

(e) the nature and priority of any security for the debt securities, briefly identifying the principal properties subject to lien or charge;

(f) provisions permitting or restricting the issuance of additional securities, the incurring of additional indebtedness and other material negative covenants (including restrictions against payment of dividends and restrictions against giving security on the assets of the issuer or its subsidiaries) and provisions as to the release or substitution of assets securing the debt securities;

(g) the name of the trustee under any indenture relating to the obligations and the nature of any material relationship between the trustee or any of its affiliates⁽⁵³⁾ and the issuer or any of its affiliates; and

(h) any financial arrangements between the issuer and any of its affiliates or among its affiliates that could affect the security for the indebtedness.

(3) If securities other than shares or debt securities are being distributed, describe fully the material attributes and characteristics of those securities. If subscription warrants or rights are being distributed or issued, state the description and amount of securities covered by the warrants or rights, the period during which, and the price at which, the warrants or rights are exercisable, and the principal terms and conditions under which they may be exercised.

(4) If securities of a class may be partially redeemed or repurchased, state the manner of selecting the securities to be redeemed or repurchased.

(5) The attributes of all underlying securities relating to conversion or exchange rights or warrants to acquire any security shall be disclosed, together with all the other information that would be required if the underlying security were distributed directly under the prospectus.⁽⁵⁴⁾

10.2 Modification of Terms⁽⁵⁵⁾ - Describe provisions as to modification, amendment or variation of any rights attached to the security. If the rights of holders of securities may be modified otherwise than in accordance with the provisions attached to the securities or the provisions of the governing statute relating to the securities, explain briefly.⁽⁵⁶⁾

10.3 Constraints

(1) If there are constraints imposed on the ownership of securities of the issuer to ensure that the issuer has a required level of Canadian ownership, describe the mechanism, if any, by which the level of Canadian ownership of the securities of the issuer will be monitored and maintained.⁽⁵⁷⁾

(2) If the shares are restricted shares for purposes of Rule 56-501 Restricted Shares, comply with the applicable disclosure requirement of that Rule.

10.4 Ratings - If one or more ratings, including provisional ratings, have been received from one or more approved rating organizations for the securities to be distributed and the rating or ratings continue in effect, disclose⁽⁵⁸⁾

(a) each security rating including a provisional rating, received from an approved rating organization whether or not it is an approved rating;

(b) the name of each approved rating organization that has assigned a rating for the securities to be distributed;

(c) a definition or description of the category in which each approved rating organization rated the securities to be distributed and the relative rank of each rating within the organization's overall classification system;

(d) a statement that a security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating organization; and

(d) any announcement made by an approved rating organization that the organization intends to revise or withdraw a rating previously assigned and required to be disclosed under this paragraph.

10.5 Project Financings - If the distribution is a project financing made by an issuer that is an unincorporated association or co-tenancy comprised of securityholders, disclose who will have responsibility for compliance with the continuous disclosure obligations under the Act.

INSTRUCTIONS:

1. This Item requires only a brief summary of the provisions that are material from an investment standpoint. The provisions attaching to the securities do not need to be set out in full.

2. 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 securities ranks ahead of or equally with the securities being offered, include information about the other securities that will enable investors to understand the rights attaching to the securities being offered. If the securities being offered are to be offered in exchange for other securities, include a description of the other securities. No information need be given as to any class of securities that is to be redeemed or otherwise retired if appropriate steps to assure redemption or retirement have been or will be taken before or contemporaneously with the delivery of the securities being offered.

3. In addition to the summary referred to in Instruction 1, the issuer may attach as a schedule to the prospectus a copy of the provisions attaching to the securities being offered.

Item 11 - Consolidated Capitalization⁽⁵⁹⁾

11.1 Consolidated Capitalization - Describe any material change in, and the effect of the material changes on, the share and loan capital of the issuer on a consolidated basis since the date of the comparative balance sheets for the issuer's most recent financial year contained in the prospectus.

Item 12 - Options to Purchase Securities⁽⁶⁰⁾

12.1 Options to Purchase Securities - State, in tabular form, in the preliminary prospectus or pro forma prospectus as at a specified date not more than 30 days before the date of the preliminary prospectus or pro forma prospectus, and in the prospectus as at a specified date not more than 30 days before the date of the prospectus, information as to options⁽⁶¹⁾ to purchase securities of the issuer or a subsidiary of the issuer that are held or will be held upon completion of the distribution by

(a) all executive officers of the issuer as a group and by all directors of the issuer who are not also executive officers as a group, indicating the aggregate number of executive officers and the aggregate number of directors to whom the information applies, without naming them;

(b) all executive officers of all subsidiaries of the issuer as a group and by all directors of such subsidiaries who are not also executive officers of the subsidiary as a group, in each case, without naming them and excluding individuals referred to in paragraph (a), indicating the aggregate number of executive officers and the aggregate number of directors to whom the information applies;

(c) all other employees of the issuer as a group, without naming them;

(d) all other employees of subsidiaries of the issuer as a group, without naming them; and

(e) any other person or company, including the underwriter, naming each person or company.

INSTRUCTIONS:

1. Describe the options, stating the material provisions of each class or type of option including:

(a) the designation and number of the securities under option;

(b) the purchase price of the securities under option or the formula by which the purchase price will be determined, and the expiration dates of the options;

(c) if reasonably ascertainable, the market value of the securities under option on the date of grant;

(d) if reasonably ascertainable, the market value of the securities under option on the specified date; and

(e) with respect to options referred to in paragraph (e) of Item 12.1, the particulars of the grant including the consideration for the grant.

Item 13 - Prior Sales⁽⁶²⁾

13.1 Prior Sales - State the prices at which securities of the class distributed under the prospectus have been sold within the 12 months prior to the date of the preliminary prospectus or pro forma prospectus, or are to be sold, by the issuer or selling securityholder and the number of securities of the class sold or to be sold at each price.

13.2 Stock Exchange Price - If shares of the class of shares to be distributed under the prospectus are listed on a Canadian stock exchange or traded on a Canadian market, provide the price ranges and volume traded on the Canadian stock exchange or market on which the greatest volume of trading generally occurs or, if the shares are not listed on a Canadian stock exchange or traded on a Canadian market, provide the price ranges and volume traded on the foreign stock exchange or market on which the greatest volume of trading generally occurs.⁽⁶³⁾ Information is to be provided on a monthly basis for each month or, if applicable, part month, of the current quarter and the immediately preceding quarter and on a quarterly basis for the next preceding seven quarters.

INSTRUCTIONS: In the case of sales by a selling securityholder, the information required by Item 13.1 may be given in the form of price ranges for each calendar month.

Item 14 - Escrowed Securities⁽⁶⁴⁾

14.1 Escrowed Securities - State as of a specified date within 30 days prior to the date of the preliminary prospectus or pro forma prospectus, in substantially the tabular form indicated, the number of securities of each class of voting securities of the issuer, to the knowledge of the issuer, held in escrow, disclosing the name of the depository, if any, and the date of and conditions governing the release of the securities from escrow.

Item 15 - Principal Shareholders⁽⁶⁵⁾ and Selling Securityholders⁽⁶⁶⁾

15.1 Principal Shareholders and Selling Securityholders - Provide the following information as of a specified date not more than 30 days before the date of the preliminary prospectus or pro forma prospectus in substantially the tabular forms indicated

(a) the number of securities of each class of voting securities of the issuer owned by a principal shareholder and if any securities are being distributed for the account of a securityholder, of that securityholder. Show in column (c) if the securities are owned both of record and beneficially, of record only, or beneficially only, and show in columns (d) and (e) the respective amounts and percentages known by the issuer to be owned in each manner.

(b) the percentage of securities of each class of voting securities of the issuer or a subsidiary of the issuer, beneficially owned, directly or indirectly or over which control or direction is exercised, by all directors and senior officers of the issuer, as a group, without naming them.⁽⁶⁷⁾

INSTRUCTIONS:

1. If a company or partnership is shown as a principal shareholder of an issuer, disclose in a footnote to the table, the name of each individual who, through ownership of or control or direction over the securities of the company or membership in the partnership, as the case may be, is a principal shareholder of the company.

2. If voting securities are being distributed on or under an acquisition, amalgamation, merger, reorganization or arrangement, indicate as far as practicable the holdings by each person or company described in paragraphs (a) and (b) of voting securities that will exist after giving effect to the transaction.

3. If any of the securities being distributed are being distributed for the account of a securityholder, name the securityholder and state the number or amount of the securities of the class being distributed that are owned by the selling securityholder, the number or amount of securities being distributed for the account of the selling securityholder and the number or amount of securities to be owned by the selling securityholder after the distribution. State the date the selling securityholder acquired the securities and if the securities were acquired in the 12 months preceding the date of the preliminary prospectus or pro forma prospectus, as applicable, the cost to the securityholder in the aggregate and on a per security basis.⁽⁶⁸⁾

4. If, to the knowledge of the issuer or the underwriter of the securities being distributed, more than 10 percent of any class of voting securities of the issuer is held or is to be held subject to any voting trust or other similar agreement state the designation of the securities, the number or amount of the securities held or to be held subject to the agreement and the duration of the agreement. State the names and addresses of the voting trustees and outline briefly their voting rights and other powers under the agreement.

5. If, to the knowledge of the issuer or the underwriter of the securities being distributed, any person or company named in answer to paragraph (a) of this Item is an associate or affiliate of another person or company named in paragraph (a), disclose, in so far as known, the material facts of the relationship, including any basis for influence over the issuer held by the person or company other than the holding of voting securities of the issuer.

Item 16 - Directors and Officers⁽⁶⁹⁾

16.1 Name, Address, Occupation and Security Holding - Furnish in tabular form the names and either the full address, or the municipality of residence or the postal address of each director and officer of the issuer and indicate the positions and offices held with the issuer. State the principal occupations within the five preceding years of each director or officer of the issuer, the director's membership on any board committee and the number and percentage of securities of each class of voting securities of the issuer or any of its subsidiaries beneficially owned directly or indirectly or over which control or direction is exercised by all directors and executive officers of the issuer as a group.⁽⁷⁰⁾

INSTRUCTIONS:

1. If the principal occupation of a director or officer is that of an officer of a company other than the issuer, state the principal business in which such person or company is engaged.

2. If, during the period, a director or officer has held more than one position with the issuer or the issuer's controlling shareholder or a subsidiary of the issuer, state only the first and current position held.

16.2 Corporate Cease Trade Orders or Bankruptcies⁽⁷¹⁾ - If a director or officer of the issuer is, or within the 10 years before the date of the preliminary prospectus has been, a director or officer of any 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 exemptions under Ontario securities law, for a period of more than 30 consecutive days, state the fact and describe the basis on which the order was made and whether the order is still in effect; or

(b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, state the fact.

16.3 Penalties or Sanctions - If a director or officer of the issuer has, within the 10 years before the date of the preliminary prospectus, been subject to any penalties or sanctions imposed by a court or securities regulator relating to trading in securities, promotion or management of a publicly traded issuer, or theft or fraud, describe the penalties or sanctions imposed and the grounds on which they were imposed.

16.4 Individual Bankruptcies - If a director or officer of the issuer has, within the 10 years before the date of the preliminary prospectus, become bankrupt, 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 the director or officer, state the fact.

16.5 Conflicts of Interest - Disclose particulars of existing or potential material conflicts of interest between the issuer or a subsidiary of the issuer and a director or officer of the issuer as a result of the director or officer's outside business interests.

Item 17 - Executive Compensation⁽⁷²⁾

17.1 Disclosure - Include in the prospectus a Statement of Executive Compensation in Form 40 to the Regulation and describe any intention to make any material changes to that compensation.

17.2 Exception - Despite section 17.1, the disclosure required by Items V, VIII, IX and X of Form 40 may be omitted.

Item 18 - Indebtedness of Directors and Executive Officers⁽⁷³⁾

18.1 Indebtedness of Directors and Executive Officers

(1) Provide the information required by paragraph (2) for each individual who is, or at any time during the most recently completed financial year of the issuer was, a director or executive officer of the issuer, and each associate of any such individual⁽⁷⁴⁾ and

(a) who is, or at any time since the beginning of the most recently completed financial year of the issuer was, indebted to the issuer or a subsidiary of the issuer; or

(b) whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year of the issuer was, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or a subsidiary of the issuer.

(2) Disclose, substantially in the tabular form set out below, all indebtedness, other than routine indebtedness, of the individuals referred to in paragraph (1)⁽⁷⁵⁾ and,

(a) the name of the borrower (column (a));

(b) if the borrower is a director or executive officer, the principal position of the borrower; if the borrower was, during the year, but no longer is a director or executive officer, include a statement to that effect; if the borrower is included as an associate of a director or executive officer, describe briefly the relationship of the borrower to an individual who is or, during the year, was a director or executive officer, name that individual and provide the information that would be required by this subparagraph for that individual if he or she was the borrower (column (a));

(c) whether the issuer or a subsidiary of the issuer is the lender or the provider of a guarantee, support agreement, letter of credit or similar arrangement or understanding (column (b));

(d) the largest aggregate amount of the indebtedness outstanding at any time during the last completed financial year (column (c));

(e) the aggregate amount of the indebtedness outstanding as at a specified date not more than 30 days before the date of the preliminary prospectus or pro forma prospectus (column (d));

(f) if the indebtedness was incurred to purchase securities of the issuer or of a subsidiary of the issuer separately for each class⁽⁷⁶⁾ of securities, the aggregate number of securities purchased during the last completed financial year with the financial assistance (column (e)); and

(g) the security for the indebtedness, if any, provided to the issuer, a subsidiary of the issuer or the other entity (column (f)).

(3) Disclose in the introduction immediately preceding the table required by paragraph (2) the aggregate indebtedness of all officers, directors, employees, and former officers, directors and employees of the issuer or a subsidiary of the issuer outstanding as at a specified date not more than 30 days before the date of the preliminary prospectus or pro forma prospectus, as applicable⁽⁷⁷⁾, that is owed to

(a) the issuer or a subsidiary of the issuer; or

(b) another entity if the indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the issuer or any of its subsidiaries.

(4) Disclose in a footnote to, or a narrative accompanying, the table required by this Item

(a) the material terms of the indebtedness and, if applicable, of each guarantee, support agreement, letter of credit or other similar arrangement or understanding, including the term to maturity, rate of interest and any understanding, agreement or intention to limit recourse, and any security for the indebtedness and the nature of the transaction in which the indebtedness was incurred;

(b) any material adjustment or amendment made during the most recently completed financial year of the issuer to the terms of the indebtedness and, if applicable, the guarantee, support agreement, letter of credit or similar arrangement or understanding; and

(c) the class of the securities purchased with financial assistance or held as security for the indebtedness and, if the class of securities is not publicly traded, all material terms of the securities.

INSTRUCTIONS:

1. For purposes of this Item, "routine indebtedness" means indebtedness described in any of the following

(a) If an issuer makes loans to employees of the issuer generally, whether or not in the ordinary course of business, loans are considered as routine indebtedness if made on terms, including terms relating to interest rate and security, no more favourable to the borrower than the terms on which loans are made by the issuer to employees generally unless the amount at any time during the last completed financial year remaining unpaid under the loans to any one director or executive officer together with his or her associates exceeds $25,000, in which case the indebtedness is not routine.

(b) Whether or not the issuer makes loans in the ordinary course of business, a loan to a director or executive officer is routine indebtedness if

(i) the borrower is a full-time employee of the issuer or a subsidiary of the issuer,

(ii) the loan is fully secured against the residence of the borrower, and

(iii) the amount of the loan does not exceed the annual aggregate salary of the borrower from the issuer and its subsidiaries.

(c) If the issuer makes loans in the ordinary course of business, a loan to a person or company other than a full-time employee of the issuer or of a subsidiary of the issuer is routine indebtedness, if the loan

(i) is made on substantially the same terms, including terms relating to interest rate and security, as are available when a loan is made to other customers of the issuer with comparable credit ratings, and

(ii) involves no greater than usual risks of collectability.

(d) Indebtedness for purchases made on usual trade terms, ordinary travel or expense advances, or for similar reasons is routine indebtedness if the repayment arrangements are in accordance with usual commercial practice.

2. For purposes of this Item, "support agreement" includes an agreement to provide assistance in the maintenance or servicing of any indebtedness and an agreement to provide compensation for the purpose of maintaining or servicing any indebtedness of the borrower.

3. No disclosure need be made under this Item of indebtedness that has been entirely repaid on or before the date of the prospectus.

Item 19 - Plan of Distribution⁽⁷⁸⁾

19.1 Name of Underwriters - If the securities being distributed are to be sold to an underwriter, give the name of the underwriter. State briefly the nature of the underwriter's obligation to take up and pay for the securities. Indicate the date by which the underwriter is obligated to purchase the securities.

19.2 Disclosure of Market Out - If securities are distributed under a prospectus by an underwriter that has agreed to purchase all of the securities at a specified price and the underwriter's obligations are subject to conditions, provide the disclosure required by section 3.1 of National Instrument 41-101 Prospectus Disclosure Requirements by including the following, with modifications necessary to reflect the terms of the distribution:

"Under an agreement dated [insert date of agreement] between [issuer] and [insert name of Underwriter(s)], as underwriter[s], [issuer] has agreed to sell and the underwriter[s] [has/have] agreed to purchase on [insert closing date] the securities at a price of [insert offering price], payable in cash to [issuer] against delivery. The obligations of the underwriter[s] under the agreement may be terminated at [its/their] discretion on the basis of [its/their] assessment of the state of the financial markets and may also be terminated upon the occurrence of certain stated events. The underwriter[s] [is/are], however, obligated to take up and pay for all of the securities if any of the securities are purchased under the agreement".

19.3 Best Efforts Offering - Outline briefly the plan of distribution of any securities being offered other than on the basis described in Item 19.2.

19.4 Over-Allotments - If the issuer, a selling securityholder or an underwriter knows or has reason to believe that there is an intention to over-allot or that the price of any security may be stabilized to facilitate the distribution of the securities to be distributed in accordance with Rule 48-501 Market Stabilization, this intention must be disclosed.⁽⁷⁹⁾

19.5 Minimum Distribution - If a minimum amount of funds is required by the issuer and the securities are to be distributed on a best efforts basis, state the minimum amount required to be raised, and also indicate the maximum that could be raised and that the distribution shall not continue for a period of more than 90 days after the date of the receipt for the prospectus if subscriptions representing the minimum amount of funds are not obtained within the period, unless each of those persons or companies who subscribed within the period has provided their express written consent.⁽⁸⁰⁾

19.6 Approvals - If the purpose of the distribution is to fund a new business and the issuer has not obtained all material licenses, registrations and approvals necessary for the operation of the business, include a statement that

(a) all funds received from subscribers will be held by a Canadian chartered bank or trust company, as depository, for not longer than 90 days; and

(b) if, at the end of the period, the necessary licences, registrations and approvals have not been obtained, the depository will return the funds to subscribers.⁽⁸¹⁾

19.7 Reduced Price Distributions⁽⁸²⁾ - If an issuer, underwriter or selling securityholder wishes to decrease the price at which securities are distributed for cash from the initial public offering price fixed in the prospectus in accordance with the procedures permitted by section 4.1 of Rule 41-501 General Prospectus Requirements, disclose that after the underwriter has made a good faith effort to sell all of the securities at the initial public offering price fixed in the prospectus, the offering price may be decreased and further changed, from time to time, to an amount not greater than the initial offering price fixed in the prospectus and that the compensation realized by the underwriter will be decreased by the amount that the aggregate price paid by purchasers for the securities is less than the gross proceeds paid by the underwriter to the issuer or selling securityholder.

Item 20 - Risk Factors⁽⁸³⁾

20.1 Risk Factors - Describe the risk of an investment in the securities being distributed.

INSTRUCTIONS:

1. Discuss such matters as cash flow and liquidity problems, inexperience of management, general risks inherent in the business carried on by the issuer, environmental and health risks, reliance on key personnel, the arbitrary establishment of the offering price, regulatory constraints, economic or political conditions and financial history and any other matter that in the opinion of the issuer or selling securityholder would be most likely to influence the investor's decision to purchase the securities.

2. The most significant risks should be disclosed first.

3. If there is a risk that purchasers of the securities offered may become liable to make an additional contribution beyond the price of the security, disclose the risk.

Item 21 - Promoters⁽⁸⁴⁾

21.1 Promoters - If a person or company is or has been a promoter of the issuer or of a subsidiary of the issuer within the two⁽⁸⁵⁾ years immediately preceding the date of the preliminary prospectus or pro forma prospectus

(a) state the name of the promoter, the nature and amount of anything of value, including money, property, contracts, options or rights of any kind received or to be received by the promoter directly or indirectly from the issuer or from a subsidiary of the issuer, and the nature and amount of any assets, services or other consideration therefor received or to be received by the issuer or a subsidiary of the issuer; and

(b) state, for an asset acquired within the two years prior to the date of the preliminary prospectus or pro forma prospectus or thereafter, or to be acquired, by the issuer or by a subsidiary of the issuer from a promoter

(i) the consideration paid or to be paid for the asset and the method by which the consideration has been or will be determined,

(ii) the person or company making the determination and the person or company's relationship with the issuer, the promoter, an affiliate of the issuer or the promoter, and

(iii) the date that the asset was acquired by the promoter and the cost of the asset to the promoter.

Item 22 - Legal Proceedings⁽⁸⁶⁾

22.1 Legal Proceedings - Describe any legal proceedings material to the issuer to which the issuer or a subsidiary of the issuer is a party or of which any of their property is the subject matter and any such proceedings known to be contemplated, including the name of the court or agency, the date instituted, the principal parties to the litigation, the nature of the claim, the amount claimed, if any, if the proceedings are being contested, and the present status of the proceedings.

INSTRUCTION: No information need be given with respect to any proceeding that involves primarily a claim for damages if the amount involved, exclusive of interest and costs, does not exceed 10 percent of the current assets of the issuer and its subsidiaries on a consolidated basis. However, if any proceeding presents in large degree the same legal and factual issues as other proceedings pending or known to be contemplated, the amount involved in the other proceedings shall be included in computing the percentage.

Item 23 - Interest of Management and Others in Material Transactions⁽⁸⁷⁾

23.1 Interest of Management and Others in Material Transactions - Describe and, if practicable, state the approximate amount of, any material interest, direct or indirect, of any of the following persons or companies in any transaction within the three years before the date of the preliminary prospectus or pro forma prospectus, or in any proposed transaction, that has materially affected or will materially affect the issuer or a subsidiary of the issuer:

1. Any director or executive officer of the issuer.

2. A securityholder disclosed in the prospectus as a principal shareholder.

3. An associate or affiliate of any of the persons or companies referred to in paragraphs 1 and 2.

INSTRUCTIONS:

1. The materiality of an interest is to be determined on the basis of the significance of the information to investors in light of all the circumstances of the particular case. The importance of the interest to the person having the interest, the relationship of the parties to the transaction with each other and the amount involved are among the factors to be considered in determining the significance of the information to investors.⁽⁸⁸⁾

2. Give a brief description of the material transaction. Include the name of each person⁽⁸⁹⁾ or company whose interest in any transaction is described and the nature of the relationship to the issuer.

3. For any transaction involving the purchase of assets by or sale of assets to the issuer or a subsidiary of the issuer, state the cost of the assets to the purchaser and the cost of the assets to the seller if acquired by the seller within three years before the transaction.

4. This Item does not apply to any interest arising from the ownership of securities of the issuer if the securityholder receives no extra or special benefit or advantage not shared on an equal basis by all other holders of the same class of securities or all other holders of the same class of securities who are resident in Canada.

5. Information must be included as to any material underwriting discounts or commissions upon the sale of securities by the issuer if any of the specified persons or companies were or are to be an underwriter or are associates, affiliates or partners of a person or company that was or is to be an underwriter.

6. No information need be given in answer to this Item as to any transaction, or any interest in a transaction, if

(a) the rates or charges involved in the transaction are fixed by law or determined by competitive bids;

(b) the interest of a specified person or company in the transaction is solely that of a director of another company that is a party to the transaction;

(c) the transaction involves services as a bank or other depository of funds, a transfer agent, registrar, trustee under a trust indenture or other similar services;

(d) the interest of a specified person or company, including all periodic instalments in the case of any lease or other agreement providing for periodic payments or instalments, does not exceed $100,000; or

(e) the transaction does not involve remuneration for services and the interest of the specified person or company arose from the beneficial ownership, direct or indirect, of less than 10 percent of any class of equity securities of another company that is party to the transaction and the transaction is in the ordinary course of business of the issuer or its subsidiaries.

7. Describe all transactions not excluded above that involve remuneration (including an issuance of securities), directly or indirectly, to any of the specified persons or companies for services in any capacity unless the interest of the person or company arises solely from the beneficial ownership, direct or indirect, of less than 10 percent of any class of equity securities of another company furnishing the services to the issuer or its subsidiaries.

Item 24 - Relationship Between Issuer or Selling Securityholder and Underwriter⁽⁹⁰⁾

24.1 Relationship Between Issuer or Selling Securityholder and Underwriter - If the issuer or selling securityholder is a connected issuer of an underwriter of the distribution, or if the issuer is also an underwriter, comply with the disclosure requirements of National Instrument 33-105 Underwriting Conflicts⁽⁹¹⁾ by stating the following:

1. That the issuer or the selling securityholder is a connected issuer of the underwriter for the distribution; the underwriter(s) for which the issuer is a connected issuer must be named.

2. For each underwriter referred to in paragraph 1, the basis on which the issuer or selling securityholder is a connected issuer, including

(a) if the issuer or selling securityholder is a connected issuer to the underwriter because it is a related issuer of the underwriter, the details of the holding, power to direct voting, or direct or indirect beneficial ownership of, securities that cause the issuer or selling securityholder to be a related issuer;

(b) if the issuer or selling securityholder is a connected issuer to the underwriter because of indebtedness, the disclosure required by paragraph 3; and

(c) if the issuer or selling securityholder is a connected issuer to the underwriter because of a relationship other than indebtedness, the details of that relationship.

3. If the issuer or selling securityholder is a connected issuer to the underwriter because of indebtedness,

(a) the amount of the indebtedness;

(b) the extent to which the issuer or selling securityholder is in compliance with the terms of an agreement governing the indebtedness;

(c) the extent to which the related issuer has waived a breach of the agreement since its execution;

(d) the nature of the security for the indebtedness; and

(e) the extent to which the financial position of the issuer or selling securityholder or the value of the security has changed since the indebtedness was incurred.

4. The involvement of the underwriter in respect of which the issuer or selling securityholder is a connected issuer, and the involvement of a related issuer of the underwriter in the decision to distribute the securities being offered and the determination of the terms of the distribution, including disclosure concerning whether the issue was required, suggested or consented to by the underwriter or a related issuer of the underwriter and, if so, on what basis.

5. The effect of the issue on the underwriter and each related issuer of each underwriter, including

(a) information about the extent to which the proceeds of the issue will be applied, directly or indirectly, for the benefit of the underwriter or a related issuer of the underwriter, or

(b) if the proceeds will not be applied for the benefit of the underwriter or a related issuer or connected issuer of the underwriter, a statement to that effect.

6. If a portion of the proceeds of the distribution is to be directly or indirectly applied to

(a) the payment of indebtedness or interest owed by the issuer, or by an associate or related issuer of the issuer, or by a person or company of which the issuer is an associate, or by the selling securityholder or by an associate or related issuer of the selling securityholder, or by a person or company of which the selling securityholder is an associate, to the underwriter, or to a related issuer of the underwriter, or

(b) the redemption, purchase for cancellation or for treasury or other retirement of shares other than equity securities of the issuer, or of an associate or related issuer of the issuer, or of a person or company of which the issuer or is an associate, or of the selling securityholder, or of an associate or related issuer of the selling securityholder, or of a person or company of which the ruling securityholder is an associate, held by the underwriter, or by a related issuer of the underwriter

particulars of the indebtedness or shares in respect of which the payment is to be made and of the payment proposed to be made.

7. That an underwriter that is an independent underwriter for purposes of National Instrument 33-105 Underwriting Conflicts has underwritten a portion of the distribution and the role that that underwriter has played in the structuring and pricing of the distribution and in the due diligence activities carried on by the underwriters for the distribution.

8. Any other material facts with respect to the relationship or connection between each underwriter referred to in paragraph 1, a related issuer of each underwriter and the issuer that are not required to be described by the foregoing.

INSTRUCTIONS: "Related issuer" and "connected issuer" are defined in section 1.1 of National Instrument 33-105 Underwriting Conflicts.

Item 25 - Guaranteed Securities⁽⁹²⁾

25.1 Guaranteed Securities - If the securities of the issuer are guaranteed by another issuer, provide information about the guarantor that is required in order to provide full, true and plain disclosure of all material facts concerning the securities to be distributed including the information stipulated in Items 4, 5, 6, 8, 16, 22, 24 and 29 of this Form and such other information as is required to meet the standard.

Item 26 - Auditors, Transfer Agents and Registrars⁽⁹³⁾

26.1 Auditors - State the name and address of the auditor of the issuer.

26.2 Transfer Agent and Registrar - If shares are to be distributed, state the names of the issuer's transfer agent(s) and registrar(s) and the location (by municipalities) of the register(s) of transfers of that class of shares.

26.3 Registration of Securities - If securities other than shares are distributed, state the location (by municipalities) of each register on which transfers of the securities may be recorded.

Item 27 - Material Contracts⁽⁹⁴⁾

27.1 Material Contracts - Give particulars of every material contract entered into within the two years before the date of the preliminary prospectus or pro forma prospectus or thereafter, by the issuer or a subsidiary of the issuer and state a reasonable time and place at which the contracts or copies of the contracts may be inspected during distribution of the securities being offered.

INSTRUCTIONS:

1. The term "material contract" for this purpose means a contract that can reasonably be regarded as material to a proposed investor in the securities being distributed and may in some circumstances include contracts with a person or company providing the issuer with promotional or investor relations services.

2. Set out a complete list of all material contracts, indicating those that are disclosed elsewhere in the prospectus and provide particulars about those material contracts for which particulars are not given elsewhere in the prospectus. This Item does not require disclosure of contracts entered into by the issuer or a subsidiary of the issuer in the ordinary course of business.

3. Particulars of contracts should include the dates of, parties to, consideration provided for, and general nature of, the contracts.

Item 28 - Experts⁽⁹⁵⁾

28.1 Opinions - Name all counsel responsible for opinions presented in the prospectus.

28.2 Tax Consequences - If the income tax aspects of an investment in the securities being distributed are particularly relevant to the investor, include a statement in bold type to the effect that investors are advised to consult their own tax advisers.

28.3 Interest of Experts -

(1) Disclose all direct or indirect interests in the property of the issuer or of an associate or affiliate of the issuer received or to be received by a person or company whose profession or business gives authority to a statement made by the person or company and who is named as having prepared or certified a part of the prospectus or certified a report or valuation described or included in the prospectus.

(2) Disclose the beneficial ownership, direct or indirect, by a person or company referred to in paragraph (1) of any securities of the issuer or any associate or affiliate of the issuer.

(3) If a person or a director, officer or employee of a person or company referred to in paragraph (1) is or is expected to be elected, appointed or employed as a director, officer or employee of the issuer or of any associate or affiliate of the issuer, disclose the fact or expectation.

INSTRUCTIONS: For the purpose of paragraph 28.3(2), if the ownership is one percent or less, a general statement to that effect shall be sufficient.

Item 29 - Other Material Facts⁽⁹⁶⁾

29.1 Other Material Facts - Give particulars of any material facts about the securities proposed to be distributed which are not disclosed under the other Items.

Item 30 - Purchasers' Statutory Rights⁽⁹⁷⁾

30.1 Purchasers' Statutory Rights - Provide the disclosure required by section 4.1 of National Instrument 41-101 Prospectus Disclosure Requirements by including a statement in substantially the following form, with bracketed information completed:

"Securities legislation in [certain of the provinces [and territories] of Canada/the Province of [insert name of local jurisdiction, if applicable] 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. [In several of the provinces/provinces and territories], [T/t]he securities legislation further provides a purchaser with remedies for rescission [or [, in some jurisdictions,] damages] if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission [or damages] are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province [or territory]. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province [or territory] for the particulars of these rights or consult with a legal adviser."

INSTRUCTIONS:

1. Please refer to National Instrument 46-101 Special Warrants for the disclosure of contractual rights of rescission, required in that type of distribution.

2. National Instrument 41-101 Prospectus Disclosure Requirements provides that this statement may be modified to reflect the terms of and conditions of a distribution.

Item 31 - Financial Statements

31.1 Financial Statements - Include the financial statements required under Part 3 of Rule 41-501 General Prospectus Requirements.

Item 32 - Certificates

32.1 Certificates - Include the certificates required under the Act and under Part 5 of Rule 41-501 General Prospectus Requirements.

General Instructions 1

Item 1 - Front Page Disclosure 3

1.1 Required Language 3

1.2 Preliminary Prospectus Disclosure 3

1.3 Basic Disclosure about the Distribution 4

1.4 Distribution 5

1.5 Non-Fixed Price Distributions 7

1.6 Reduced Price Distributions 8

1.7 Market for Securities 8

1.8 Risk Factors 9

1.9 Underwriter(s) 9

1.10 International Issuers 11

Item 2 - Table of Contents 11

2.1 Table of Contents 11

Item 3 - Summary of Prospectus 12

3.1 General 12

3.2 Cautionary Language 12

Item 4 - Corporate Structure 13

4.1 Name and Incorporation 13

4.2 Intercorporate Relationships 13

Item 5 - Business of the Issuer 14

5.1 General Development of the Business 14

5.2 Narrative Description of the Business 16

5.3 Acquisitions and Dispositions 18

Item 6 - Description of Property 19

6.1 General 19

6.2 Natural Resource Operations (other than Oil and Gas) 19

6.3 Oil and Gas Companies 21

Item 7 - Use of Proceeds 23

7.1 Proceeds 23

7.2 Principal Purposes 23

7.3 Escrowed Proceeds 23

Item 8 - Summary Financial Information and Management's Discussion and Analysis 25

8.1 Summary Financial Information 25

8.2 Issuers Incorporated Less than One Year 27

8.3 Management's Discussion and Analysis 27

Item 9 - Earnings Coverage Ratios 28

9.1 Earnings Coverage 28

Item 10 - Description of the Securities Distributed 29

10.1 Terms 29

10.2 Modification of Terms 31

10.3 Constraints 31

10.4 Ratings 32

10.5 Project Financings 32

Item 11 - Consolidated Capitalization 33

11.1 Consolidated Capitalization 33

Item 12 - Options to Purchase Securities 33

12.1 Options to Purchase Securities 33

Item 13 - Prior Sales 35

13.1 Prior Sales 35

13.2 Stock Exchange Price 35

Item 14 - Escrowed Securities 35

14.1 Escrowed Securities 35

Item 15 - Principal Shareholders and Selling Securityholders 36

15.1 Principal Shareholders and Selling Securityholders 36

Item 16 - Directors and Officers 38

16.1 Name, Address, Occupation and Security Holding 38

16.2 Corporate Cease Trade Orders or Bankruptcies 39

16.3 Penalties or Sanctions 39

16.4 Individual Bankruptcies 39

16.5 Conflicts of Interest 40

Item 1