NOTICE OF PROPOSED NATIONAL INSTRUMENT 41-101

PROSPECTUS DISCLOSURE REQUIREMENTS

AND RESCISSION OF NATIONAL POLICY STATEMENTS

NOS. 12, 13, 32 AND 35

Substance and Purpose of Proposed National Instrument

The purpose of the proposed National Instrument is, to consolidate the prospectus disclosure requirements currently set forth in National Policy Statement No. 12 Disclosure of "Market Out" Clauses in Underwriting Agreements in Prospectuses ("NP 12"), National Policy Statement No. 13 Disclaimer Clause on Prospectus ("NP 13"), National Policy Statement No. 32 Prospectus Warning Re: Scope of Distribution ("NP 32") and National Policy Statement No. 35 Purchaser's Statutory Rights ("NP 35") as well as similar prospectus disclosure requirements in the securities legislation of certain provinces.

The proposed National Instrument is an initiative of the Canadian Securities Administrators (the "CSA") and is expected to be adopted or made as a rule in each of British Columbia, Alberta and Ontario, as a Commission regulation in Saskatchewan, and as a policy in each of the other jurisdictions represented by the CSA. The proposed National Instrument is substantially similar to NP 12, NP 13, NP 32 and NP 35, which it will replace although the required language has been simplified. It is intended that this National Instrument only apply to long form prospectuses. Separate proposed national instruments implementing similar disclosure requirements for short form prospectuses will be published at a later date.

Summary of Proposed National Instrument

Part 1 of the proposed National Instrument deals with the application of the instrument. Part 2 deals with front page prospectus disclosure and is based on NP 13 and NP 32 and on disclosure requirements for prospectuses in the securities legislation of certain provinces. In both sections 2.1 and 2.2, changes in the prescribed wording have been made to make the clauses easier to understand. Part 3 deals with plan of distribution disclosure and is based on NP 12. Again, non-substantive changes have been made to the prescribed language. Part 4 prescribes language to describe purchasers' statutory rights and is based on NP 35. Part 5 of the Rule contains the exemption provisions that result in the receipt for the prospectus being deemed to be evidence of approval of an exemption under the National Instrument.

Authority for Proposed National Instrument

In those jurisdictions in which the National Instrument is to be adopted or made as a rule or regulation, the securities legislation in each of those jurisdictions provides the securities regulatory authority with rule-making or regulation-making authority in respect of the subject matter of the proposed National Instrument.

In Ontario, the following section of the Securities Act (Ontario) (the "Ontario Act") provides the Ontario Securities Commission (the "Ontario Commission") with authority to make the proposed National Instrument. Paragraph 143(1)39 of the Ontario Act authorizes the Ontario Commission to make rules requiring or respecting the media, format, preparation, form, content, execution, certification, dissemination and other use, filing and review of all documents required under or governed by the Ontario Act, the regulations or the rules and all documents determined by the regulations or the rules to be ancillary to the documents, including preliminary prospectuses and prospectuses.

Alternatives Considered

The CSA believe each of the disclosure requirements now included in the proposed National Instrument have worked well to date. No alternatives were considered.

Unpublished Materials

In proposing the National Instrument, the CSA have not relied on any significant unpublished study, report or other written materials.

Anticipated Costs and Benefits

The benefits of the proposed National Instrument will result from the maintenance of the consistent disclosure requirements now in use and their consolidation into one instrument. No material costs have been identified in connection with the proposed National Instrument.

Regulations to be Revoked or Amended

In Ontario, the Ontario Commission will request the Lieutenant Governor in Council to revoke sections 50 and 51 of the Regulation to the Ontario Act, which are duplicative of section 2.1 of the proposed National Instrument.

Comments

Interested parties are invited to make written submissions with respect to the proposed National Instrument. Submissions received by September 16, 1997 will be considered.

Submissions should be sent to all of the Canadian securities regulatory authorities listed below in care of the Ontario Commission, in duplicate, as indicated below:

Submissions should also be addressed to the Commission des valeurs mobilières du Québec as follows:

A diskette containing the submissions (in DOS or Windows format, preferably WordPerfect) should also be submitted. As securities legislation in certain provinces requires that a summary of written comments received during the comment period be published, confidentiality of submissions cannot be maintained.

The text of the proposed National Instrument follows, together with footnotes that are not part of the National Instrument but have been included to provide background and explanation.

Text of Proposed Rescission of National Policy Nos. 12, 13, 32 and 35

NP 12, NP 13, NP 32 and NP 35 are replaced by the proposed National Instrument. The text of the proposed rescission is:

"National Policy No. 12 Disclosure of "Market Out" Clauses in Underwriting Agreements in Prospectuses, National Policy No. 13 Disclaimer Clause on Prospectus, National Policy No. 32 Prospectus Warning Re: Scope of Distribution, and National Policy No. 35 Purchaser's Statutory Rights, are rescinded."

DATED: May 16, 1997.