TABLE OF CONTENTS
PART 1 DEFINITIONS
1.1 Definitions
PART 2 GENERAL
2.1 Timing of Filing
2.2 Successor Issuers
2.3 Successor Issuer Interpretation
PART 3 MJDS PROSPECTUS DISTRIBUTIONS OF SECURITIES OF U.S. ISSUERS
3.1 General Eligibility Criteria
3.2 Alternative Eligibility Criteria for Certain Guaranteed Issues
3.3 Limitation on Distribution of Derivative Securities
3.4 Preliminary MJDS Prospectus and MJDS Prospectus
PART 4 FORM AND CONTENT OF MJDS PROSPECTUS
4.1 Distributions in Canada and the U.S.
4.2 Distributions only in Canada
4.3 Additional Legends and Disclosure
4.4 Incorporation by Reference
4.5 Statements Modified or Superseded
4.6 Reconciliation of Financial Statements
4.7 General Certification Requirements
4.8 Certificate Requirement for Rule 415 Offerings
4.9 Certificate Requirement for Rule 430A Offerings
4.10 Certificates for Rule 430A Pricing Prospectus
4.11 Signing of Certificates by Agent
PART 5 FILING PROCEDURES
5.1 Specification of Principal Jurisdiction
5.2 Alternate Principal Jurisdiction
5.3 SEC Review
PART 6 FILING DOCUMENTS
6.1 Principal Jurisdiction
6.2 Canada-U.S. Offering
6.3 Non-Principal Jurisdictions
6.4 Certificate Regarding Eligibility Criteria
6.5 Consents
6.6 Further Consents
6.7 Form of Consent
6.8 Reports on Property
6.9 Appointment of Agent for Service
6.10 Powers of Attorney
6.11 Notification of Effectiveness
6.12 Exhibits to Registration Statement
6.13 Commercial Copies
6.14 Rule 415 Offerings
6.15 French Language Documentation Not Required 
PART 7 AMENDMENT AND SUPPLEMENT PROCEDURES
7.1 Form of Amendment or Supplement
7.2 Modification or Amendment
7.3 Post-Effective Amendment
7.4 Amendment to Additional Disclosure
7.5 Filing of Rule 415 Prospectus Supplement
7.6 Rule 415 Prospectus Supplement Not Filed
7.7 Filing of Rule 430A Pricing Prospectus
7.8 Incorporation by Reference of Pricing Information
7.9 Filing of Revised U.S. Prospectus or Prospectus Supplement
PART 8 DISSEMINATION REQUIREMENTS
8.1 General
8.2 Prospectus Supplements
8.3 Rule 430A Pricing Prospectus
8.4 Documents Incorporated by Reference
8.5 Provision of Documents Incorporated by Reference
PART 9 REGISTRATION REQUIREMENTS
9.1 Rights offerings
PART 10 CONFLICTS OF INTEREST
10.1 Distributions of a Registrant or Connected Issuer
PART 11 GENERAL
11.1 Representations as to Listing
11.2 Solicitations of Expressions of Interest
11.3 Other Prospectus Requirements
PART 12 BIDS FOR SECURITIES OF U.S. ISSUERS
12.1 General Eligibility Criteria
12.2 MJDS Take-Over Bid Circular and MJDS Issuer Bid Circular
12.3 Securities Exchange Bids
12.4 Compliance with U.S. tender offer requirements
12.5 Form and Content of Bid Documents
12.6 Incorporation by Reference
12.7 Statements Modified or Superseded
12.8 Reconciliation of Financial Statements
12.9 Certificates
12.10 Bid Circular Filing Procedures
12.11 Notification to Offeree Issuer
12.12 French Language Documentation Not Required
12.13 MJDS Directors' Circulars and MJDS Director's or Officer's Circulars
12.14 Securities Exchange Bids
12.15 Notices of Variation and Notices of Change
12.16 Dissemination Requirements
PART 13 BUSINESS COMBINATIONS
13.1 Eligibility Criteria
13.2 Form and Content of Disclosure Documents and Procedures
PART 14 MATERIAL CHANGE REPORTING
14.1 News Release
14.2 Material Change Reports
PART 15 FINANCIAL STATEMENTS, ANNUAL INFORMATION FORMS
AND MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
15.1 Financial Statements
15.2 Annual Reports, Annual Information Forms and Management's
Discussion and Analysis
PART 16 PROXIES AND PROXY SOLICITATION
16.1 Proxy Solicitation by a U.S. Issuer
16.2 Proxy Solicitation by Another Person or Company
16.3 Determination of Eligibility
PART 17 INSIDER REPORTING
17.1 Insider Reporting
PART 18 COMMUNICATION WITH BENEFICIAL OWNERS OF
SECURITIES OF A REPORTING ISSUER
18.1 Communication with Beneficial Owners of Securities of
a Reporting Issuer
PART 19 TRUST INDENTURE REQUIREMENTS
19.1 Trust Indenture Requirements
PART 20 FINANCIAL DISCLOSURE
20.1 Financial Disclosure
PART 21 EXEMPTIONS
21.1 Exemption
21.2 Evidence of Exemption
APPENDIX
FORMS OF PROSPECTUS CERTIFICATES FOR RULE 415 OFFERINGS
1. Method 1: Supplements Without Prospectus Certificates
1.1 Issuer's Certificates
1.2 Guarantor's Certificates
1.3 Underwriters' Certificates
2. Method 2: Prospectus Certificates in Each Supplement
2.1 Issuer's Certificate
2.2 Guarantor's Certificates
2.3 Underwriters' Certificate
FORM 71-101F1
FORMS OF SUBMISSION TO JURISDICTION AND APPOINTMENT OF
AGENT FOR SERVICE OF PROCESS
1. Prospectus Offering of Securities
2. Take-over or Issuer Bid
3. Trust Indenture
NATIONAL INSTRUMENT 71-101 - THE MULTIJURISDICTIONAL DISCLOSURE SYSTEM
Important Notice
REFORMULATED INSTRUMENT SOURCE FROM NP45
DRAFTING METHODOLOGY

PART 1 DEFINITIONS

1.1 Definitions

In this Instrument

Source: NP45, Part 2 (except as noted)

PART 2. DEFINITIONS

As used in this Policy Statement, unless the subject matter or context otherwise requires, the following terms shall have the following meanings:

Methodology: This Instrument, Companion Policy 71-101CP and Rule 71-801 or the blanket ruling implementing this Instrument in a jurisdiction constitute the reformulation of National Policy Statement No. 45 ("NP45") and its accompanying rule or blanket ruling.

This Instrument is an initiative of the CSA. It is expected to be adopted as a rule in each of Ontario, Alberta, British Columbia and Nova Scotia, and as a policy in each of the other jurisdictions represented by the CSA, other than Saskatchewan. The Instrument is expected to be adopted as a commission regulation in Saskatchewan.

Part 1 of NP45 dealing with the purpose and application of NP45 now appears in Part 1 and Part 2 of the Companion Policy 71-101CP.

We have added or varied a number of the definitions in NP45, for the reasons set forth opposite the relevant definition.

A national definition instrument has been adopted as National Instrument 14-101 Definitions. It contains definitions of certain terms used in more than one national instrument. National Instrument 14-101 also provides that a term used in a national instrument and defined in the statute relating to securities of the local jurisdiction, the definition of which is not restricted to a specific portion of the statute, will have the meaning given to it in that statute unless the context otherwise requires. National Instrument 14-101 also provides that a provision or reference within a provision of a national instrument that specifically refers by name to a jurisdiction other than the local jurisdiction, shall not have any effect in the local jurisdiction unless otherwise stated in the provision.

The term "securities legislation" is defined in National Instrument 14-101 as meaning the particular statute and legislative instruments set out in an appendix to that instrument and will generally include the statute, regulations and, in some cases, the rules, forms, rulings and orders, relating to securities in the local jurisdiction.

The term "Canadian securities legislation" is defined in National Instrument 14-101 as meaning the statutes and other legislative instruments set out in an appendix to that instrument and will generally include the statute, regulations and, in some cases, rules, forms, rulings and orders relating to securities.

The word "Instrument" replaces "Policy Statement and Appendices". The words "unless the context otherwise requires" have been deleted as being inconsistent with the format for definitions used in the securities statutes and regulations.

"acting jointly or in concert" has the same interpretation as in securities legislation;

Source: New

Methodology: Definition needed as term defined only with reference to take-over bid part of securities legislation.

Note to CSA: Not all jurisdictions have a definition of "acting jointly or in concert" in securities legislation, however, most do. That situation also arises with other defined terms and a court interpreting the provision in a jurisdiction without a definition would look to the definition in the legislation of another jurisdiction for guidance.

"affiliated party", for an issuer, means a person or company that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the issuer;

"affiliate", with respect to an issuer, means a person or company that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the issuer;

Methodology: Definition changed from "affiliate" to "affiliated party" to distinguish term from defined term in securities legislation.

"applicable securities regulatory authority" means the securities regulatory authority in each Canadian province and territory in which securities are offered, or a bid is made, under this Policy Statement.

Methodology: Definition deleted as it is included in national definition instrument.

"bid" means a take-over bid or an issuer bid;

"bid" means a take-over bid or an issuer bid;

Methodology: Definition unchanged.

"bid circular" means a take-over bid circular or an issuer bid circular as those terms are used in securities legislation;

"bid circular", in respect of the application of this Policy Statement in a province or territory, means a take-over bid circular or an issuer bid circular as those terms are used in the securities legislation of such province or territory, consisting, for purposes of this Policy Statement, of the tender offer materials used in the United States, as modified pursuant to Section 4.5;

Methodology: This term is used generically in the Instrument to refer to the requirements of local law. References to circulars prepared in accordance with U.S. law that satisfy the filing and delivery requirements of securities legislation are to "MJDS take-over bid circular" and "MJDS issuer bid circular".

"business combination" means a statutory merger or consolidation or similar plan or acquisition requiring the vote or consent of securityholders of a person or company, in which securities of the person or company or another person or company held by the securityholders will become or be exchanged for securities of any other person or company;

"business combination" means a statutory merger or consolidation or similar plan or acquisition requiring the vote or consent of securityholders of a company or person, in which securities of such company or person or another company or person held by such securityholders will become or be exchanged for securities of any other company or person;

Methodology: Conforming changes only.

"Canadian GAAP" means the accounting principles generally accepted in Canada, and, where a principle is recommended in the Handbook of the Canadian Institute of Chartered Accountants which is applicable in the circumstances, means such principle;

Methodology: The definition of Canadian GAAP appears in National Instrument 14-101 and therefore has been deleted here.

"commodity pool issuer" means an issuer formed and operated for the purpose of investing in commodity futures contracts, commodity futures, related products, or a combination of them;

"commodity pool issuer" means an issuer formed and operated for the purpose of investing in commodity futures contracts, commodity futures and/or related products;

Methodology: Conforming changes only.

"company", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in the securities legislation of such province or territory;

Methodology: Definition deleted as the term "company" is defined in securities legislation. The term "person or company" is included in National Instrument 14-101.

"Conflicts Rules" has the meaning assigned thereto in Section 3.12;

Methodology: Provisions from NP45 making use of this term have been redrafted without using an equivalent concept.

"connected issuer" has the meaning ascribed to that term in N1 33-105 Underwriting Conflicts;

"connected issuer" or "connected party", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in the Conflicts Rules of such province or territory;

Methodology: It is anticipated that National Instrument 33-105, which has not yet been published for comment, will replace the provisions of Canadian securities legislation that regulate conflicts of interest in connection with the distribution of securities of a registered dealer or a related issuer or connected issuer of a registered dealer. Proposed NI 33-105 will be derived from the Supplementary Report of the Committee on Underwriting Conflicts of Interest to the CSA Chairs which was published in January 1996.

"control", with respect to an issuer, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the issuer, whether through the ownership of voting securities, by contract or otherwise, and "under common control with" has a corresponding meaning;

"control", with respect to an issuer, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the issuer, whether through the ownership of voting securities, by contract or otherwise, and "under common control with" shall be construed accordingly;

Methodology: Conforming changes only.

"convertible", for debt or preferred shares, means that the rights and attributes attaching to the securities include a right or option to purchase, convert into, exchange for or otherwise acquire a security of the issuer or of another issuer that is

(a) an equity share,

(b) a debt or a preferred share not having an investment grade rating in the case of a debt or a preferred share having an investment grade rating, or

(c) another security that itself has a right or option to purchase, convert into, exchange for or otherwise acquire a security of the issuer or another issuer that is an equity share, or a debt or a preferred share not having an investment grade rating in the case of a debt or a preferred share having an investment grade rating;

"convertible", with respect to debt or preferred shares, means that the rights and attributes attaching to such securities include a right or option to purchase, convert or exchange or otherwise acquire any equity shares of the issuer or of any other issuer (or any debt or preferred shares not having an Approved Rating in the case of debt or preferred shares having an Approved Rating), or any other security which itself has a right to purchase, convert or exchange or otherwise acquire any equity shares of the issuer or any other issuer (or any debt or preferred shares not having an Approved Rating in the case of debt or preferred shares having an Approved Rating), "convert" shall be construed accordingly, and "non-convertible" means securities that are not convertible;

"convert" has a corresponding meaning to the term "convertible";

"dealer registration requirement" means the prohibition in securities legislation from a person or company trading in a security unless the person or company is registered as a dealer under securities legislation;

"equity shares" means common shares, non-voting equity shares and subordinate or restricted voting equity shares, but excludes preferred shares;

"equity shares", with respect to an issuer, means common shares, non-voting equity shares and subordinate or restricted voting equity shares of the issuer, but excludes preferred shares;

Methodology: Conforming changes only. The words "with respect to an issuer" in the first line and "of the issuer" in the third line have been deleted.

"expertised statement" means part of a disclosure document required to be filed for a distribution or bid made under this Instrument, a document that is incorporated by reference in the disclosure document, or a report used in or in connection with the disclosure document or any document incorporated by reference in the disclosure document, that in each case is purported to be made on the authority of an expert;

Source: New

Methodology: Definition created as concept is used several times in the Instrument.

"foreign issuer" means an issuer that is not incorporated or organized under the laws of Canada or a jurisdiction, unless

(a) voting securities carrying more than 50 percent of the votes for the election of directors are held by persons, companies or persons and companies whose last address as shown on the books of the issuer is in Canada, and

(b) either

(i) the majority of the senior officers or directors of the issuer are citizens or residents of Canada,

(ii) more than 50 percent of the assets of the issuer are located in Canada, or

(iii) the business of the issuer is administered principally in Canada;

"foreign issuer" means an issuer that is not incorporated or organized under the laws of Canada or a province or territory of Canada, except where:

(a) voting securities carrying more than 50% of the votes for the election of directors are held by persons or companies whose last address as shown on the books of the issuer is in Canada; and

(b) either:

(i) the majority of the senior officers or directors of the issuer are citizens or residents of Canada;

(ii) more than 50% of the assets of the issuer are located in Canada; or

(iii) the business of the issuer is administered principally in Canada;

Methodology: Conforming changes only. The term jurisdiction is defined in National Instrument 14-101 as meaning a province or territory of Canada except when used in the term foreign jurisdiction. The term "foreign jurisdiction" is defined in National Instrument 14-101. The definition is a country other than Canada or a political subdivision of a country other than Canada.

"independent underwriter" means a person or company that underwrites securities distributed by MJDS prospectus that is not the issuer and in respect of which

(a) if the person or company is a registrant, the issuer is not a connected issuer, or

(b) if the person or company is not a registrant, would not be a connected issuer if the person were a registrant;

"independent underwriter", in respect of the application of this Policy Statement in a province or territory, means a dealer that is not the issuer and in respect of which the issuer is not a related party or related issuer or connected party or connected issuer or, where the dealer is not a registrant in such province or territory, would not be a connected party or connected issuer if the dealer were a registrant;

"insider bid" has the meaning ascribed to that term in securities legislation;

"insider bid", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in the securities legislation of such province or territory;

Methodology: Conforming changes only.

"insider reporting requirement" means the requirement in securities legislation for an insider of a reporting issuer to file reports disclosing the insider's direct or indirect beneficial ownership of, or control or direction over, securities of the issuer;

"intermediary", for purposes of section 18.1, means a registered dealer or adviser, a bank or trust company, a participant in a clearing agency, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan, or other similar self-administered savings or investment plan registered under the ITA, or a nominee of any of those persons, that holds a security on behalf of another person or company that is not the registered holder of the security, unless excluded from the definition of "intermediary" by NI 54-101;

Source: NP45, Part 6, 6th paragraph, last sentence.

For purposes of this paragraph, an intermediary means a registered dealer or adviser, a financial institution (bank or trust company), a participant in a clearing agency, a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan, or other similar self-administered savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing, that holds a security on behalf of another person or company who is not the registered holder of the security, unless excluded from the definition of "intermediary" by National Policy Statement No. 41.

Methodology: The drafting convention if there is a definition section in an instrument is to include all definitions in this section. There have been no changes to the substance of this definition. It is anticipated that National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, which has not yet been published for comment, will replace National Policy Statement 41, Shareholder Communication. Proposed National Instrument 54-101 will be derived from Draft Amended National Policy Statement 41, published for comment in 1994. The term ITA is defined in National Instrument 14-101 Definitions as Income Tax Act (Canada).

"International Accounting Standards" means the accounting principles issued by the International Accounting Standards Committee;

Methodology: Definition deleted as option to reconcile to IAS has been removed. See section 3.2(6) of Companion Policy 71-101CP.

"investment grade rating" means a provisional rating by a rating organization in one of its generic rating categories that signifies investment grade;

"Approved Rating", with respect to debt or preferred shares, means a provisional rating by an Approved Rating Organization in one of the categories applicable thereto, as set out below opposite the Approved Rating Organization's name:

Approved Rating Preferred

Organization Debt Shares

C.B.R.S. Inc. A++, A+, A or B++ P-1+, P-1, P-2 or P-3

Dominion Bond Rating AAA, AA, A or BBBPfd-1, Pfd-2 or

Service Limited Pfd-3

Moody's Investors Aaa, Aa, A or Baa "aaa", "aa", "a"

Service, Inc. or "baa"

Standard & Poor's AAA, AA, A or BBB AAA, AA, A

Corporation or BBB

An Approved Rating for an Approved Rating Organization that is not listed above shall be a rating by such organization in one of its generic rating categories that signifies investment grade. Typically, the four highest rating categories (within which there may be subcategories or gradations indicating relative standing) signify investment grade by an Approved Rating Organization;

Methodology: Deleted last sentence as explanatory only and inserted in Companion Policy 71-101CP. Definition analogous to U.S. definition. "Approved" changed to "investment grade".

"issuer tender offer statement" means an issuer tender offer statement on Schedule 13E-4 under Section 13(e)(1) of the 1934 Act;

Source: New.

Methodology: Used in NP45 in upper-case without a definition. Definition added for clarification. The term 1934 Act is defined in National Instrument 14-101 Definitions. The definition is the Securities Exchange Act of 1934 of the United States of America.

"issuer", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in the securities legislation of such province or territory;

Methodology: Definition deleted as National Instrument 14-101 Definitions provides it will be given the meaning ascribed to it in the securities legislation of the local jurisdiction.

"issuer bid" has the meaning ascribed to that term in securities legislation;

"issuer bid", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in the securities legislation of such province or territory;

"majority-owned subsidiary" means a person or company of which voting securities carrying more than 50 percent of the votes for the election of directors are held by any one or more of

(a) another person or company, and

(b) the other majority-owned subsidiaries of that other person or company;

"majority-owned subsidiary" means a person or company of which voting securities carrying more than 50% of the votes for the election of directors are held by (i) another person or company and (ii) the other majority-owned subsidiaries of that other person or company;

Methodology: Conforming changes only.

"method 1" means the first of the two alternative methods of providing prospectus certificates for rule 415 offerings made under this Instrument set forth in the Appendix;

"Method 1" means the first of the two alternative methods of providing prospectus certificates for Rule 415 Offerings made under the MJDS described in Section 3.11(2);

Methodology: Amended to refer directly to Appendix.

"method 2" means the second of the two alternative methods of providing prospectus certificates for rule 415 offerings made under this Instrument set forth in the Appendix;

"Method 2" means the second of the two alternative methods of providing prospectus certificates for Rule 415 Offerings made under the MJDS described in Section 3.11(2);

Methodology: Amended to refer directly to Appendix.

"MJDS" means the multijurisdictional disclosure system established by this Instrument;

"MJDS" means the multijurisdictional disclosure system rules and procedures set forth in Sections 1-6 of this Policy Statement;

Methodology: Amended to reflect substitution of Instrument for NP.

"MJDS directors' circular" means, for a take-over bid for a class of securities of a U.S. issuer made under this Instrument, a tender offer solicitation/recommendation statement, amendments to that statement and all other information and materials required or permitted to be disseminated to holders of the securities by the offeree issuer or its board of directors for a tender offer made for the securities under U.S. federal securities law, that in each case complies with the form and content requirements of subsection 12.4(2);

Source: New.

Methodology: This definition is used in Part 12 to refer generally to a directors' circular which complies with the specified U.S. disclosure requirements, in addition to those Canadian requirements set forth in NP45, section 4.5(2). This term delineates the contents of a prescribed form of circular, in substitution for local forms otherwise prescribed. This approach is similar to the U.S. equivalent MJDS provisions that prescribe the form of Canadian prospectus as part of the registration statement under the 1933 Act. For example, see Part 1 of Form F-9 "Information Required to be Delivered to Offerees or Purchasers".

"MJDS director's or officer's circular" means, for a take-over bid for a class of securities of a U.S. issuer made under this Instrument, a tender offer solicitation/recommendation statement, amendments to that statement and all other information and materials required or permitted to be disseminated to holders of the securities by an individual director or officer for a tender offer made for the securities under U.S. federal securities law, that in each case complies with the form and content requirements of subsection 12.4(2);

Source: New.

Methodology: See discussion opposite "MJDS directors' circular".

"MJDS issuer bid circular" means, for an issuer bid for a class of securities of a U.S. issuer made under this Instrument, an issuer tender offer statement, amendments to that statement and all other information and materials required to be disseminated to holders of the securities by the issuer for an issuer tender offer made for the securities under U.S. federal securities law, that in each case complies with the form and content requirements of subsection 12.4(1);

Source: New.

Methodology: See discussion opposite "MJDS directors' circular" (except reference should be made to NP45, section 4.5(1)).

"MJDS prospectus" means, for a distribution of securities under this Instrument other than under section 12.3, a U.S. prospectus that contains the additional information, legends and certificates required by, and otherwise complies with the disclosure requirements of, this Instrument;

Source: New.

Methodology: This definition refers to the U.S. prospectus that satisfies U.S. disclosure requirements and contains all MJDS prescribed information, legends and certificates.

For a discussion regarding the use of this defined term to prescribe a form of prospectus for securities legislation, please see the discussion set forth opposite the term "MJDS directors' circular".

"MJDS take-over bid circular" means, for a take-over bid for a class of securities of a U.S. issuer made under this Instrument, a tender offer statement, amendments to that statement and all other information and materials required to be disseminated to holders of the securities by the offeror for a tender offer made for the securities under U.S. federal securities law, that in each case complies with the form and content requirements of subsection 12.4(1);

Source: New.

Methodology: See discussion opposite "MJDS directors' circular" (except reference should be made to NP45, section 4.5(1)).

"MTN program" means a continuous rule 415 offering of debt in which the specific variable terms of the individual securities and the offering of the securities are determined at the time of sale;

"MTN Program" means a continuous Rule 415 Offering of debt in which the specific variable terms of the individual securities and the offering thereof are determined at the time of sale;

Methodology: Conforming changes only.

"Nasdaq" means the Nasdaq Stock Market;

"Nasdaq" means the Nasdaq Stock Market;

Methodology: Definition unchanged.

"NNM" means the Nasdaq National Market;

"NNM" means the Nasdaq National Market;

Methodology: Definition unchanged.

"non-convertible" means securities that are not convertible;

"offeree issuer" has the meaning ascribed to that term in securities legislation;

"offeree issuer" means an issuer whose securities are the subject of a bid;

Methodology: Conforming changes only.

"offeror" has the meaning ascribed to that term in securities legislation;

"offeror", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in the securities legislation of such province or territory;

Methodology: Conforming changes only.

"parent", for a majority-owned subsidiary, means a person or company that, alone or together with any one or more of the person or company's other majority-owned subsidiaries, holds voting securities of the majority-owned subsidiary carrying more than 50 percent of the votes for the election of directors;

"parent", with respect to a majority-owned subsidiary, means a person or company that, together with the parent's other majority-owned subsidiaries, holds voting securities of the majority-owned subsidiary carrying more than 50% of the votes for the election of directors;

Methodology: Conforming changes only.

"person", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in the securities legislation of such province or territory;

Methodology: Definition deleted as the term "person" is defined in securities legislation. The term "person or company" is included in National Instrument 14-101.

"preliminary MJDS prospectus" means, for a distribution of securities under this Instrument other than under section 12.3, a preliminary form of MJDS prospectus;

Source: New.

Methodology: See general discussion set forth opposite the term "MJDS prospectus".

"principal jurisdiction" means the jurisdiction specified in accordance with section 5.1;

"principal jurisdiction" means the principal jurisdiction selected in accordance with Section 3.8(2);

Methodology: Amended to refer to securities regulatory authority and conform section reference.

"principal market", for a class of securities, means the single securities market with the largest aggregate trading volume for the class of securities in the preceding 12 calendar month period;

"principal market", with respect to a class of securities, means the single securities market with the largest aggregate trading volume for the class of securities in the preceding 12 calendar month period;

Methodology: Conforming changes only.

"prospectus requirement" means the prohibition in securities legislation from a person or company distributing a security unless a preliminary prospectus and prospectus for the distribution have been filed and receipts obtained for them;

"public float", for a class of securities, means

(a) the aggregate market value of the securities held by persons or companies that are not affiliated parties of the issuer of the securities, calculated by using the price at which the securities were last sold in the principal market for the securities on the date specified in the applicable provision of this Instrument, or the average of the bid and asked prices of the securities in the principal market on that date if there were no sales on that date,

(b) if there is no market for the class of securities, the book value of the securities held by persons or companies that are not affiliated parties of the issuer of the securities computed on that date, and

(c) if the issuer of the class of securities is in bankruptcy or receivership or has an accumulated capital deficit, one-third of the principal amount, par value or stated value of the securities held by persons or companies that are not affiliated parties of the issuer of the securities computed on that date;

"public float", with respect to a class of securities, means the aggregate market value of such securities held by persons or companies that are not affiliates of the issuer of such securities, calculated by using the price at which such securities were last sold in the principal market for such securities on the date specified in the applicable provision of this Policy Statement, or the average of the bid and asked prices of such securities in such market on such date if there were no sales on such date, and where there is no market for such class of securities, it means the book value of such securities held by persons or companies that are not affiliates of the issuer of such securities computed on such date, provided that if the issuer of such class of securities is in bankruptcy or receivership or has an accumulated capital deficit, it means one-third of the principal amount, par value or stated value of such securities held by persons or companies that are not affiliates of the issuer of such securities;

Methodology: Amended to refer to Instrument instead of NP45 and affiliated parties rather than affiliates and to make conforming changes.

"related issuer" or "related party", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in the Conflicts Rules of such province or territory;

Methodology: Definition deleted, but concept retained as part of definition of "connected issuer".

"rating organization" means each of CBRS Inc., Dominion Bond Rating Service Limited, Moody's Investors Service, Inc., Standard & Poor's Corporation and any entity recognized by the SEC as a nationally recognized statistical rating organization as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the 1934 Act;

"Approved Rating Organization" means each of C.B.R.S. Inc., Dominion Bond Rating Service Limited, Moody's Investors Service, Inc., Standard & Poor's Corporation and any entity recognized by the SEC as a nationally recognized statistical rating organization as that term is used in relation to Rule 15c3-1(c)(2)(vi)(F) under the 1934 Act;

Methodology: Word "approved" deleted before rating organization.

"review jurisdiction" means the review jurisdiction selected in accordance with section 6;

Methodology: The concept of a "review jurisdiction" is now included in Companion Policy 71-101CP.

"rule 415 offering" means a distribution under Rule 415 under the 1933 Act that is made under this Instrument;

"Rule 415 Offering" means an offering under Rule 415 under the 1933 Act that is made in Canada pursuant to Section 3.7;

Methodology: Conforming changes only. The term "1933 Act" is defined in National Instrument 14-101. The definition is the Securities Act of 1933 of the United States of America.

"rule 415 prospectus supplement" means a form of prospectus supplement prepared for a rule 415 offering;

Source: New.

Methodology: This definition has been added to distinguish rule 415 prospectus supplements from other references to prospectus supplements in the Instrument (for example, see section 7.9 of this Instrument). NP45 defines a Rule 430A Pricing Prospectus but does not define a rule 415 prospectus supplement.

"rule 430A offering" means a distribution under Rule 430A under the 1933 Act that is made under this Instrument;

"Rule 430A Offering" means an offering under Rule 430A under the 1933 Act that is made in Canada pursuant to Section 3.7;

Methodology: Conforming changes only.

"rule 430A pricing prospectus" means a MJDS prospectus prepared for a rule 430A offering that contains the information omitted from the U.S. prospectus included as part of the registration statement at the time of effectiveness of the registration statement, as permitted by Rule 430A under the 1933 Act;

"Rule 430A Pricing Prospectus" means a prospectus prepared in connection with a Rule 430A Offering that contains the information omitted from the related registration statement as permitted by Rule 430A under the 1933 Act;

Methodology: Amended to refer to a "U.S. prospectus" instead of a "prospectus". Also amended to refer to information omitted from the U.S. prospectus included as part of a registration statement, not information omitted from the registration statement as a whole.

"SEC" means the Securities and Exchange Commission of the United States;

Methodology: Definition deleted as it is included in NI 14-101 Definitions.

"securities exchange bid" means a bid in which the consideration for the securities of the offeree issuer consists, in whole or in part, of securities of an offeror or other issuer;

"securities exchange bid" means a bid for which the consideration for the securities of the offeree issuer consists, in whole or in Part, of securities of an offeror or other issuer;

Methodology: Conforming changes only.

"securities legislation" in respect of the application of this Policy Statement

in a province or territory, means the statutes concerning the regulation of securities markets and trading in securities of such province or territory, the regulations and blanket rulings and orders thereunder, and the policy statements and written interpretations issued by the securities regulatory authority of such province or territory;

Methodology: Definition deleted as it is included in NI 14-101 Definitions.

"specified predecessor" means, for a successor issuer continuing after a business combination, a predecessor to the successor issuer whose assets and gross revenues in aggregate would contribute less than 20 percent of the total assets and gross revenues from continuing operations of the successor issuer, based on a pro forma combination of each predecessor's financial position and results of operations for its most recently completed financial year ended before the business combination for which financial statements have been filed;

Source: New, based on similar phrase repeated in several places in NP45. For example, see NP45, section 3.5(3). Defined term is used in section 2.

Methodology: This concept is used in a number of places in NP45 and has been made a defined term to simplify the wording of the sections in which it is used.

"successor issuer" means an issuer subsisting as an issuer after a business combination;

Source: New.

Methodology: It seems useful to include a specific definition of successor issuer.

"take-over bid" has the meaning ascribed to that term in securities legislation;

"take-over bid", in respect of the application of this Policy Statement in a province or territory, has the meaning assigned thereto in the securities legislation of such province or territory;

"tender offer solicitation/recommendation statement" means a statement made under Rule 14d-9 or 14e-2 under the 1934 Act;

Source: New

Methodology: See discussion set forth opposite the term "issuer tender offer statement".

"tender offer statement" means a tender offer statement on Schedule 14D-1 under Section 14(d) of the 1934 Act;

Source: New

Methodology: See discussion set forth opposite the term "issuer tender offer statement".

"U.S. federal securities law" means the federal statutes of the United States of America concerning the regulation of securities markets and trading in securities and the regulations, rules, forms and schedules under those statutes;

Source: New.

Methodology: We have replaced various references to "U.S. requirements" with this common phrase on the basis that prior references were intended to be to U.S. federal securities law generally.

"U.S. issuer" means a foreign issuer that is incorporated or organized under the laws of the United States of America or any state or territory of the United States of America or the District of Columbia;

"U.S. Issuer" means a foreign issuer that is incorporated or organized under the laws of the United States or any state or territory of the United States or the District of Columbia;

Methodology: Conforming changes only.

"U.S. prospectus" means a prospectus that has been prepared in accordance with the disclosure and other requirements of U.S. federal securities law for an offering of securities registered under the 1933 Act, or if the offering is not being made contemporaneously in the U.S., as if the offering is being made on a registered basis in the United States of America;

Source: New.

"voting securities" means securities the holders of which have a present entitlement to vote for the election of directors;

"voting securities" means securities the holders of which have a present entitlement to vote for the election of directors;

Methodology: Definition unchanged.

"1933 Act" means the Securities Act of 1933 of the United States;

Methodology: Definition deleted as included in NI 14-101 Definitions.

"1934 Act" means the Securities Exchange Act of 1934 of the United States;

Methodology: Definition deleted as included in NI 14-101 Definitions.

"1934 Act filings" means all filings required to be made with the SEC under sections 13, 14 and 15(d) of the 1934 Act; and

Source: New.

Methodology: The concept is used in a number of places in NP45 and the definition was added to simplify presentation.

"1940 Act" means the Investment Company Act of 1940 of the United States of America.

"1940 Act" means the Investment Company Act of 1940 of the United States.

Methodology: Conforming changes only.

PART 2 GENERAL

2.1 Timing of Filing - Unless otherwise provided in this Instrument, documents that must be filed under this Instrument that are also filed with the SEC shall be filed as nearly as practicable contemporaneously with the filing with the SEC.

Source: New.

Methodology: Rather than repeatedly deal with timing of filing in individual subsections, it is dealt with once in section 2.1.

2.2 Successor Issuers - A successor issuer satisfies the eligibility criteria set forth in subparagraphs 3.1(a)(iii), 3.1(b)(ii) and (iii) and paragraphs

12.3(1)(c) and 13.1(1)(c) if

(a) since the business combination the successor issuer has made all 1934 Act filings and, if applicable, has had a class of its securities listed on the New York Stock Exchange or the American Stock Exchange or quoted on NNM;

Source: NP45, s.3.5

Successor Issuers - A successor issuer subsisting after a business combination shall be deemed to meet the respective eligibility requirements set forth in Sections 3.2(3), 3.4(2)(c), 4.4(3) and 5.2(3) if:

(1) since the business combination the successor issuer has filed all the material required to be filed pursuant to sections 13, 14 and 15(d) of the 1934 Act and, if applicable, has had a class of its securities listed on the New York Stock Exchange or the American Stock Exchange or quoted on NNM;

Methodology: Moved from prospectus section of NP45 as it applies to other parts of the Instrument as well. Amended to incorporate defined terms "1934 Act filings" and "specified predecessor" and to conform section references.

Section 3.5 of NP45 applies the test to section 3.4(2)(c) (the origin of s.3.1(b)(iii) of the Instrument). There seemed to be no reason why it should not also have applied to 3.4(2)(b) (the origin of s.3.1(b)(ii) of the Instrument). Section 3.4(2)(b) is the only provision where section 3.5 applies where there is a "36 month" period of the sort referred to in section 3.5(3) of NP45.

(b) if applicable, the successor issuer is in compliance with the obligations arising from the listing or quotation referred to in paragraph (a); and

(2) if applicable, the successor issuer is in compliance with the obligations arising from such listing or quotation; and

(c) the filing, listing or quotation requirement to be satisfied for a period of 12 or 36 months is satisfied for each predecessor, other than a specified predecessor.

(3) the filing, listing or quotation requirement to be satisfied for a period of 12 or 36 months is satisfied in respect of each predecessor by separately adding the period during which the successor issuer satisfied the requirement to the immediately preceding period during which the predecessor satisfied the requirement, provided that the 12 or 36-month requirement need not be satisfied with respect to any predecessors whose assets and gross revenues in aggregate contributed less than 20% of the total assets and gross revenues from continuing operations of the successor issuer, based on a pro forma combination of each predecessor's financial position and results of operations for its most recently completed fiscal year ended prior to the business combination for which financial statements have been filed.

2.3 Successor Issuer Interpretation - In determining if the filing, listing or quotation requirement in paragraph 2.2(c) is satisfied for a period of 12 or 36 months for each predecessor, the period during which the successor issuer satisfied the requirement shall be added to the immediately preceding period during which the predecessor satisfied the requirement.

Methodology: Subsection 3.5(3) of NP45 has been redrafted in section 2.3 as interpretation rather than a condition.

PART 3 MJDS PROSPECTUS DISTRIBUTIONS OF SECURITIES OF U.S. ISSUERS

Source: New.

Methodology: The eligibility requirements contained in sections 3.2, 3.3 and subsection 3.4(2) of NP45 have been consolidated into a single section that sets out general criteria for distributing securities under the MJDS. The substantive requirements governing eligibility have not been altered. These general criteria are subject to the general limitations relating to derivative securities set forth in section 3.3 of the Instrument.

3.1 General Eligibility Criteria - Subject to section 3.3, this Instrument may be used to distribute

Source: NP45, s.3.2

(a) debt that has an investment grade rating or preferred shares that have an investment grade rating, in each case at the time the preliminary MJDS prospectus is filed in the principal jurisdiction, or rights that, upon issuance, are immediately exercisable for any of these securities, if

(i) the issuer is a U.S. issuer,

(ii) the issuer,

(A) has a class of securities registered under sections 12(b) or 12(g) of the 1934 Act, or

(B) is required to file reports under section 15(d) of the 1934 Act,

(iii) the issuer has filed with the SEC all 1934 Act filings for a period of 12 calendar months immediately before the filing of the preliminary MJDS prospectus in the principal jurisdiction,

(iv) the issuer is not registered or required to be registered as an investment company under the 1940 Act,

(v) the issuer is not a commodity pool issuer, and

(vi) the securities being offered or issuable upon the exercise of the rights either,

(A) are non-convertible, or

(B) if convertible, may not be converted for at least one year after issuance, and the equity shares of the issuer of the securities into which the offered securities are convertible have a public float of not less than U.S. $75,000,000, determined as of a date within 60 days before the filing of the preliminary MJDS prospectus in the principal jurisdiction;

Offerings of Debt or Preferred Shares Having an Approved Rating - The MJDS may be used for the distribution in Canada of debt that has an Approved Rating or preferred shares that have an Approved Rating or rights that, upon issuance, are immediately exercisable for any such securities, provided that:

(1) the issuer is a U.S. Issuer;

(2) the issuer (i) has a class of securities registered pursuant to section 12(b) or 12(g) of the 1934 Act; or (ii) is required to file reports pursuant to section 15(d) of the 1934 Act;

(3) the issuer has filed with the SEC all the material required to be filed pursuant to sections 13, 14 and 15(d) of the 1934 Act for a period of 12 calendar months immediately preceding the filing of the preliminary prospectus with the principal jurisdiction;

(4) the issuer is not registered or required to be registered as an investment company under the 1940 Act;

(5) the issuer is not a commodity pool issuer; and

(6) the securities being offered or issuable upon the exercise of the rights either:

(a) are not convertible; or

(b) if convertible, may not be converted for at least one year after issuance, and the equity shares of the issuer of the securities into which the offered securities are convertible have a public float of not less than U.S. $75,000,000, determined as of a date that is within 60 days prior to the filing of the preliminary prospectus with the principal jurisdiction.

For purposes of this Section 3, whether debt or preferred shares have an Approved Rating shall be determined as of the time the preliminary prospectus is filed in the principal jurisdiction.

(b) rights to purchase additional securities of its own issue issued by a U.S. issuer to its existing securityholders in the jurisdiction and the securities issued upon the exercise of the rights, if

(i) the issuer meets the eligibility criteria specified in subparagraphs (a)(ii), (iv) and (v),

(ii) the issuer has filed with the SEC all 1934 Act filings for a period of 36 calendar months immediately before the filing of the preliminary MJDS prospectus in the principal jurisdiction,

(iii) the issuer has had a class of its securities listed on the New York Stock Exchange or the American Stock Exchange or quoted on the NNM for a period of at least 12 calendar months immediately before the filing of the preliminary MJDS prospectus in the principal jurisdiction and is in compliance with the obligations arising from the listing or quotation,

Source: NP45, s.3.4(2)

Issuer Eligibility Requirements

The MJDS may be used for the distribution by an issuer of rights to purchase additional securities of its own issue to its existing securityholders in Canada, provided that the issuer:

(a) meets the eligibility requirements specified in Sections 3.2(1), (2), (4) and (5);

(b) the issuer has filed with the SEC all the material required to be filed pursuant to sections 13, 14 and 15(d) of the 1934 Act for a period of 36 calendar months immediately preceding the filing of the preliminary prospectus with the principal jurisdiction; and

(c) has had a class of its securities listed on the New York Stock Exchange or the American Stock Exchange or quoted on the NNM for a period of at least 12 calendar months immediately preceding the filing of the preliminary prospectus with the principal jurisdiction and is in compliance with the obligations arising from such listing or quotation.

Methodology: Text added to permit distribution by MJDS prospectus of securities issued upon exercise of rights if rights offering eligibility criteria are met.

Source: NP45, s.3.4(3)

(iv) the rights are exercisable immediately upon issuance,

(v) subject to subparagraph (vi), the rights issued to residents of Canada have the same terms and conditions as the rights issued to residents of the United States of America, and

(vi) beneficial ownership of rights issued to a resident of Canada are not transferable to a resident of Canada, other than residents to whom rights of the same issue were granted, provided that,

(A) the securities issuable upon exercise of the rights may be so transferable, and

(B) this limitation does not restrict the transfer of rights on a securities exchange or inter-dealer quotation system outside of Canada; or

Limitations on Rights Offerings

Rights Offerings by issuers relying on the eligibility requirements of Section 3.4(2) shall be subject to the following limitations:

(a) the rights must be exercisable immediately upon issuance;

(b) subject to (c) below, the rights issued to residents of Canada have the same terms and conditions as the rights issued to residents of the United States; and

(c) beneficial ownership of rights issued to a resident of Canada may not be transferable to a resident of Canada (other than residents to whom rights of the same issue were granted), provided that (i) the securities issuable upon exercise of the rights may be so transferable, and (ii) this limitation shall not restrict the transfer of rights on a securities exchange or inter-dealer quotation system outside of Canada.

(c) any securities of a U.S. issuer if

(i) the issuer meets the eligibility criteria specified in subparagraphs (a)(ii) to (v), and

(ii) the equity shares of the issuer have a public float of not less than U.S. $75,000,000, determined as of a date within 60 days before the filing of the preliminary MJDS prospectus in the principal jurisdiction.

Source: NP45, s.3.3

Offerings of Other Securities - The MJDS may be used for the distribution in Canada of any securities of an issuer, provided that:

(1) the issuer meets the eligibility requirements specified in Sections 3.2(1)-(5); and

(2) the equity shares of the issuer have a public float of not less than U.S. $75,000,000 determined as of a date that is within 60 days prior to the filing of the preliminary prospectus in the principal jurisdiction.

3.2 Alternative Eligibility Criteria for Certain Guaranteed Issues - Subject to section 3.3, this Instrument may also be used to distribute securities of an issuer, if

(a) the securities distributed are

(i) non-convertible debt having an investment grade rating, or non-convertible preferred shares having an investment grade rating, of a majority-owned subsidiary whose parent meets the eligibility criteria set forth in subparagraphs 3.1(a)(i) through (v),

(ii) convertible debt having an investment grade rating, or convertible preferred shares having an investment grade rating, of a majority-owned subsidiary that may not be converted for at least one year after issuance and are convertible only into securities of a parent that meets the eligibility requirements set forth in subparagraphs 3.1(a)(i) through (v) and sub-subparagraph 3.1(a)(vi)(B),

(iii) non-convertible debt, or non-convertible preferred shares, of a majority-owned subsidiary whose parent meets the eligibility requirements set forth in paragraph 3.1(c), or

(iv) convertible debt, or convertible preferred shares, of a majority-owned subsidiary that are convertible only into securities of a parent that meets the eligibility requirements set forth in paragraph 3.1(c);

(b) the issuer meets the eligibility criteria set forth in subparagraphs 3.1(a)(i), (iv) and (v); and

(c) the parent fully and unconditionally guarantees payment in respect of the securities being distributed, as to principal and interest if the securities are debt, and as to liquidation preference, redemption and dividends if the securities are preferred shares.

Source: NP45, s.3.6

Alternative Eligibility Requirements for Certain Guaranteed Issues - An issuer that does not meet the eligibility requirements set forth in section 3.2 or 3.3 may use the MJDS to offer the securities respectively specified in such Sections, subject to the following requirements and limitations:

(1) the securities being offered are:

(a) non-convertible debt having an Approved Rating or non-convertible preferred shares having an Approved Rating of a majority-owned subsidiary whose parent meets the eligibility requirements set forth in Sections 3.2(1)-(5);

(b) debt having an Approved Rating or preferred shares having an Approved Rating of a majority-owned subsidiary that may not be converted for at least one year after issuance and are convertible only into securities of a parent that meets the eligibility requirements set forth in Sections 3.2(1)-(5) and (6)(b);

(c) non-convertible debt or non-convertible preferred shares of a majority-owned subsidiary whose parent meets the eligibility requirements set forth in Section 3.3; or

(d) debt or preferred shares of a majority-owned subsidiary that are convertible only into securities of a parent that meets the eligibility requirements set forth in Section 3.3;

(2) the issuer meets the eligibility requirements set forth in Sections 3.2(1), (4) and (5); and

(3) the parent fully and unconditionally guarantees payment in respect of the securities being offered as to principal and interest if such securities are debt and as to liquidation preference, redemption and dividends if such securities are preferred shares.

Methodology: The alternative eligibility criteria from NP45 have been adopted without variation, except to use "distributed" instead of "offered", to make conforming changes and to amend lead-in language to state "this Instrument may be used" rather than "an issuer" so that selling securityholders may also distribute securities under the section.

3.3 Limitation on Distribution of Derivative Securities

(1) No person or company shall file a prospectus for the distribution of derivative securities under this Instrument.

(2) Despite subsection (1), warrants, options, rights or convertible securities may be distributed under this Instrument if the issuer of the underlying securities to which the warrants, options, rights or convertible securities relate is eligible under this Instrument to distribute the underlying securities.

Source: NP45, s.3.1, 6th para

The MJDS may not be used for offerings of derivative securities, except warrants, options, rights or convertible securities where the issuer of the underlying securities to which the warrants, options, rights or convertible securities relate is eligible under this Policy Statement to distribute the underlying securities. Therefore, offerings of derivative securities such as stock index warrants, currency warrants and debt the interest on which is based upon the performance of a stock index may not be made under the MJDS.

Methodology: Last sentence of section 3.1, sixth paragraph deleted. It is included in subsection 3.2(2) of Companion Policy 71-101CP.

3.4 Preliminary MJDS Prospectus and MJDS Prospectus

(1) A U.S. issuer shall file a preliminary MJDS prospectus and a MJDS prospectus for a distribution of securities under this Instrument other than under section 12.3.

(2) A preliminary MJDS prospectus, an amendment to a preliminary MJDS prospectus, a MJDS prospectus and an amendment to a MJDS prospectus is a preliminary prospectus, an amendment to a preliminary prospectus, a prospectus and an amendment to a prospectus, respectively, for the purposes of securities legislation.

Source: New.

Methodology: This section confirms that a MJDS prospectus is a prospectus for liability purposes under securities legislation.

PART 4 FORM AND CONTENT OF MJDS PROSPECTUS

4.1 Distributions in Canada and the U.S. - Subject to section 4.2, an issuer of securities distributed under this Instrument shall file the registration statement and amendments to the registration statement filed for the offering with the SEC, together with the related preliminary MJDS prospectus and MJDS prospectus and amendments and supplements to the preliminary MJDS prospectus and MJDS prospectus.

Source: NP45, s.3.8(1)

In order to use the MJDS to distribute securities in Canada, an issuer that meets the relevant eligibility requirements set forth in this Policy Statement shall prepare a registration statement for the offering for filing with the SEC, the related preliminary prospectus and prospectus for use in Canada and any amendments and supplements thereto in accordance with U.S. disclosure requirements as interpreted and applied by the SEC.

Methodology: This provision describes the mandatory disclosure elements of a preliminary MJDS prospectus and MJDS prospectus. The general rule is subject to section 4.2 that relates to Canada-only offerings in relation to which a registration statement is not required. In addition, the statement in section 3.8(1) of NP45 in relation to the absence of a U.S. requirement to prepare a preliminary prospectus has been preserved. The words "as interpreted and applied by the SEC" have been deleted for greater certainty. It seems inappropriate that SEC staff interpretative positions, which may vary from time to time, in effect be incorporated by reference into NI71-101 and consequently be mandatory in Canada when they have interpretive status in the U.S.

4.2 Distributions only in Canada - If a distribution is being made only in Canada, the issuer does not need to file a registration statement and amendments to the registration statement, or other information required in a registration statement but not required in the U.S. prospectus.

Source: NP45, s.3.8(1), 5th para

If the offering is being made solely in Canada, the preliminary prospectus, prospectus and each amendment and supplement thereto shall be prepared as if the offering were also being made in the United States. The issuer need not prepare or file the cover page of the U.S. registration statement and other information required in the U.S. registration statement, but not required in the U.S. prospectus.

Methodology: The first sentence of NP45, section 3.8(1), paragraph 5, is subsumed in the use of the terms preliminary MJDS prospectus and MJDS prospectus. The instruction regarding use of the U.S. registration statement in Canada-only offerings is preserved.

4.3 Additional Legends and Disclosure

(1) The following statements shall be printed

(a) in red ink on the outside front cover page, or on a sticker on that page, of each preliminary MJDS prospectus used for a distribution under this Instrument

"This preliminary MJDS 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 MJDS prospectus may not be complete and may have to be amended. The securities may not be distributed until a receipt is obtained for the MJDS prospectus.";

Source: NP45, s.3.9(1)

There shall be printed in red ink on the outside front cover page (or on a sticker thereto) of each preliminary prospectus the following statement:

"This is a preliminary prospectus relating to these securities, a copy of which has been filed with the securities commission or similar authority in [insert the names of the provinces and territories where filed], but which has not yet become final for the purpose of a distribution to the public. Information contained herein is subject to completion or amendment. These securities may not be sold to, nor may offers to buy be accepted from, residents of such jurisdictions prior to the time a receipt is obtained for the final prospectus from the appropriate securities regulatory authority."

Methodology: Deleted lead-in language in old 3.9 (not reproduced in column 2) as unnecessary. Otherwise, generally only conforming changes.

(b) on the outside or inside front cover page, or on a sticker on that page, of each preliminary MJDS prospectus and MJDS prospectus

(i) "This offering is being made by a U.S. issuer using disclosure documents prepared in accordance with U.S. securities laws. Purchasers should be aware that these requirements may differ from those of [insert the names of the provinces and territories where qualified]. The financial statements included or incorporated by reference in this prospectus have not been prepared in accordance with Canadian generally accepted accounting principles and may not be comparable to financial statements of Canadian issuers."

(ii) "[All of] [Certain of] the directors and officers of the issuer and [all of] [certain of] the experts named in this prospectus reside outside of Canada. [[Substantially] all of the assets of these persons and of the issuer may be located outside of Canada.] The issuer has appointed [name and address of agent for service] as its agent for service of process in Canada, but it may not be possible for investors to effect service of process within Canada upon the directors, officers and experts referred to above. It may also not be possible to enforce against the issuer, its directors and officers and [certain of] the experts named in this prospectus judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada."

(iii) "This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and in those jurisdictions only by persons permitted to sell such securities. No securities commission or similar authority in Canada or the United States of America has in any way passed upon the merits of the securities offered by this prospectus and any representation to the contrary is an offence."; and

Source: NP45, s.3.9(2)

There shall be printed on the outside or inside front cover page (or on a sticker thereto) of each preliminary prospectus and prospectus the following statement:

(a) "This offering is being made by a U.S. Issuer pursuant to disclosure documents prepared in accordance with U.S. securities laws. Purchasers should be aware that these requirements may differ from those of [insert the names of the provinces and territories where qualified]. The financial statements included or incorporated by reference in this prospectus have not been prepared in accordance with Canadian generally accepted accounting principles and thus may not be comparable to financial statements of Canadian issuers."

(b) "[All of] [Certain of] the directors and officers of the issuer and [all of] [certain of] the experts named herein reside outside of Canada. [[Substantially] all of the assets of these persons and of the issuer may be located outside of Canada.] The issuer has appointed [name and address of agent for service] as its agent for service of process in Canada, but it may not be possible for investors to effect service of process within Canada upon the directors, officers and experts referred to above. It may also not be possible to enforce against the issuer, its directors and officers and [certain of] the experts named herein judgments obtained in Canadian courts predicated upon the civil liability provisions of applicable securities laws in Canada."

(c) "This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities commission or similar authority in Canada or the United States has in any way passed upon the merits of the securities offered hereunder and any representation to the contrary is an offence."

(c) in each preliminary MJDS prospectus and MJDS prospectus

"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 [and territories], the] 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 such 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 particulars of these rights or consult with a legal adviser. Rights and remedies also may be available to purchasers under U.S. law; purchasers may wish to consult with a U.S. legal adviser for particulars of these rights."

Source: NP45, s.3.9(4)

The following shall be included in each preliminary prospectus and prospectus:

"Securities legislation in certain of the provinces and territories of Canada 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 or any amendment. In several provinces and territories of Canada, securities legislation further provides a purchaser with rights of rescission or, in some jurisdictions, damages where the prospectus or any amendment contains a misrepresentation or is not delivered to the purchaser, provided that such remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the province or territory. Purchasers should refer to the applicable provisions of the securities legislation of their province or territory for particulars of these rights or consult with a lawyer. Rights and remedies also may be available to purchasers under U.S. law; purchasers may wish to consult with a U.S. lawyer for particulars of these rights."

Methodology: Amended to conform lead-in language only. Language regarding withdrawal rights has been conformed to NI 41-101.

(2) A preliminary MJDS prospectus, MJDS prospectus or amendment or supplement to a preliminary MJDS prospectus or MJDS prospectus need not contain any disclosure relevant solely to U.S. offerees or purchasers, including

(a) any "red herring" legend required by U.S. federal securities law;

(b) except as provided in subclause (1)(b)(iii), any legend regarding approval or disapproval by the SEC;

(c) any discussion of U.S. tax considerations other than those material to Canadian purchasers; and

(d) the names of U.S. underwriters not acting as underwriters in Canada or a description of the U.S. plan of distribution, except to the extent necessary to describe facts material to the Canadian distribution.

Source: NP45, s.3.8(1), 2nd para

Notwithstanding the foregoing, a preliminary prospectus, prospectus or amendment or supplement thereto used in Canada need not contain any disclosure relevant solely to U.S. offerees or purchasers, including, without limitation: (i) any "red herring" legend required by U.S. law; (ii) any legend regarding approval or disapproval by the SEC; (iii) any discussion of U.S. tax considerations other than those material to Canadian purchasers; and (iv) the names of any U.S. underwriters not acting as underwriters in Canada or a description of the U.S. plan of distribution (except to the extent necessary to describe facts material to the Canadian offering). Except as specifically provided in this Policy Statement, such documents are not required to comply with the form and content requirements set forth in applicable Canadian securities legislation.

Methodology: Substance remains unaltered.

4.4 Incorporation by Reference - Except as otherwise provided in this Instrument, documents incorporated or deemed to be incorporated by reference into a U.S. prospectus under U.S. federal securities law shall be, and are deemed to be, incorporated by reference into a preliminary MJDS prospectus or MJDS prospectus.

Source: NP45, s.3.8(5), 8th & 9th paras

Except as otherwise provided in this Policy Statement, documents shall be, and shall be deemed to be, incorporated by reference into each preliminary prospectus or prospectus filed under the MJDS in accordance with U.S. securities law.

Methodology: Excluded words relate to filing and have therefore been moved to Part 6. The disclosure has been amended to include reference to documents incorporated into the preliminary MJDS Prospectus.

4.5 Statements Modified or Superseded

(1) A statement in a document incorporated or deemed to be incorporated by reference into a MJDS prospectus shall be deemed to be modified or superseded, for the purposes of the MJDS prospectus, to the extent that a statement in the MJDS prospectus or in any other subsequently filed document that also is or is deemed to be incorporated by reference into the MJDS prospectus modifies or supersedes the statement.

(2) The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information in the document that it modifies or supersedes.

Source: NP45, s.3.8(5), 9th para, 1st sentence

Any statement contained in a document incorporated by reference into a prospectus shall be deemed to be modified or superseded, for the purposes of the prospectus, to the extent that a statement contained in the prospectus or in any other subsequently filed document that is incorporated by reference into the prospectus modifies or supersedes such statement.

(3) The making of a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

Source: NP45, s.3.8(5), 9th para, 2nd sentence

The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

Methodology: No change made.

(4) A statement so modified or superseded shall not be deemed in its unmodified or superseded form to constitute part of the MJDS prospectus.

Source: NP45, s. 3.8(5), 9th para, last sentence

Any statement so modified or superseded shall not be deemed in its unmodified or superseded form to constitute part of the prospectus.

(5) If documents are incorporated by reference into a preliminary MJDS prospectus or MJDS prospectus, the section in the preliminary MJDS prospectus or MJDS prospectus that provides information about incorporation by reference shall include a statement that information has been incorporated by reference from documents filed with the Canadian securities regulatory authority in each jurisdiction in which the distribution is being made and shall state the name, address and telephone number of an officer of the issuer from whom copies of the documents may be obtained on request without charge.

Source: NP45, s.3.9(3)

If documents are incorporated by reference in a preliminary prospectus or prospectus, the portion of the preliminary prospectus or prospectus which provides information about incorporation by reference shall include a statement that such documents have been filed with securities commissions or similar authorities in each jurisdiction in Canada in which the offering is being made and shall provide the name, address and telephone number of an officer of the issuer from whom copies of such documents may be obtained on request without charge.

Methodology: Conforming changes only.

Methodology: The specific disclosure requirements relating to incorporation by reference have been placed together with the deeming provision so that all matters relating to incorporation by reference are together.

4.6 Reconciliation of Financial Statements

(1) A preliminary MJDS prospectus and a MJDS prospectus used to distribute securities eligible under paragraph 3.1(c) shall include a reconciliation of the financial statements required to be included or incorporated by reference in the preliminary MJDS prospectus and MJDS prospectus to Canadian GAAP in the notes to the financial statements or as a supplement included or incorporated by reference in the preliminary MJDS prospectus and MJDS prospectus.

(2) A reconciliation required under subsection (1) shall explain and quantify as a separate reconciling item any significant differences between the principles applied in the financial statements, including note disclosure, and Canadian GAAP and, in the case of the reconciliation of the annual financial statements, shall be verified by an auditor's report.

Source: NP45, s.3.10, 1st para

Reconciliation of Financial Statements - An issuer offering securities pursuant to Section 3.3 shall provide a reconciliation to Canadian GAAP or to International Accounting Standards of the financial statements contained in or incorporated by reference in the preliminary prospectus or prospectus in the notes to such financial statements or as a supplement included or incorporated by reference in the preliminary prospectus and prospectus. The reconciliation shall explain and quantify as a separate reconciling item any significant differences between the principles applied in the financial statements (including note disclosure) and Canadian GAAP or International Accounting Standards, as the case may be, and, in the case of the annual financial statements, shall be covered by an auditor's report.

Methodology: The alternative of reconciliation to International Accounting Standards has been deleted. Exemptions from the requirement to reconcile to Canadian GAAP will be considered on a case by case basis. See subsection 3.2(6) of Companion Policy 71-101CP. The term "Canadian GAAP" is defined in National Instrument 14-101 Definitions. The definition is generally accepted accounting principles determined with reference to the Handbook. The term "Handbook" is defined as the Handbook of the Canadian Institute of Chartered Accountants, as amended from time to time.

4.7 General Certification Requirements - Except as provided in sections 4.8 to 4.10, each preliminary MJDS prospectus and MJDS prospectus used for a distribution under this Part shall contain

(a) a certificate in the following form, signed by the chief executive officer, the chief financial officer, and, on behalf of the board of directors of the issuer, any two directors of the issuer, other than the chief executive officer and the chief financial officer, duly authorized to sign, each person or company that is a promoter of the issuer and each person or company that is a guarantor of the securities distributed by the MJDS prospectus

"The foregoing [insert, if applicable, ---", together with the documents incorporated in this prospectus by reference,"] constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec ---" and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]"; and

(b) if there is an underwriter, a certificate in the following form, signed by the underwriter or underwriters who, for the distribution of securities by the MJDS prospectus, are in a contractual relationship with the issuer or selling securityholder

"To the best of our knowledge, information and belief, the foregoing, [insert, "if applicable, ---", together with the documents incorporated in this prospectus by reference," constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by[Col Def] [insert applicable references] [insert if offering made in Quebec---"and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed.

Source: NP45, s.3.11

Source: NP45, s.3.11(1)

(1) General

Except as otherwise provided for Rule 415 Offerings and Rule 430A Offerings, each preliminary prospectus and prospectus used for an offering under the MJDS shall contain the following issuer's certificate:

"The foregoing, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec---"and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]."

Where there is an underwriter, except as otherwise provided for Rule 415 Offerings and Rule 430A Offerings, each preliminary prospectus and prospectus used for an offering under the MJDS shall contain the following underwriters' certificate signed by the underwriter or underwriters who, with respect to the securities offered by the prospectus, are in a contractual relationship with the issuer or a selling securityholder:

"To the best of our knowledge, information and belief, the foregoing, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec---"and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]".

Methodology: The substance of the certification requirements has remained substantially unchanged other than the addition of a requirement for the guarantor and the

promoter to sign.

4.8 Certificate Requirement for Rule 415 Offerings - A preliminary MJDS prospectus and a MJDS prospectus filed for a rule 415 offering under this Part shall contain certificates prepared in accordance with method 1 or method 2.

Source: NP45, s.3.11(2), 1st sentence

Rule 415 Offerings

In Rule 415 Offerings, issuers and underwriters may choose between two alternative methods of providing certificates.

Methodology: The descriptions of method 1 and method 2 certificates have been deleted as superfluous. These descriptions are contained in subsection 3.2(14) of Companion Policy 71-101CP. The substance of paragraph 1 remains unchanged. The provision is now stated as an affirmative obligation to include either a method 1 or method 2 certificate. The reference to the location of the text of the certificates is now contained in the definitions of "method 1" and "method 2".

4.9 Certificate Requirement for Rule 430A Offerings - For a rule 430A offering,

Source: NP45, s.3.11(3)

Methodology: The substance of certificates has been preserved. Conforming changes only. Pricing supplements are required to contain certificates if no "forward-looking" method 1 certificate has been included in the prospectus. See section 3.11(2) of NP45.

(a) a preliminary MJDS prospectus, amendment to a preliminary MJDS prospectus and a MJDS prospectus,

Source: NP45, s.3.11(3)(a)

(b) an amended MJDS prospectus filed to commence a new period for filing a rule 430A pricing prospectus, and

(c) an amendment to a MJDS prospectus filed for a rule 430A offering before the information omitted from the MJDS prospectus has been filed in either a rule 430A pricing prospectus or an amendment

shall contain

(i) a certificate in the following form, signed by the chief executive officer, the chief financial officer, and, on behalf of the board of directors of the issuer, any two directors of the issuer, other than the chief executive officer and chief financial officer, duly authorized to sign, each person or company that is a promoter of the issuer and each person or company that is a guarantor of the securities distributed by the MJDS prospectus

"The foregoing, together with the documents incorporated in this prospectus by reference as of the date of the prospectus providing the information permitted to be omitted from this prospectus, will constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec---"and will not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed",]"; and

(a) Issuer's Certificate

Each (i) preliminary prospectus and prospectus filed with the applicable securities regulatory authorities for a Rule 430A Offering, (ii) each amendment to a preliminary prospectus filed with the applicable securities regulatory authorities for a Rule 430A Offering, (iii) each amended prospectus filed with the applicable securities regulatory authorities to commence a new period for filing a Rule 430A Pricing Prospectus, and (iv) each amendment to a prospectus filed with the applicable securities regulatory authorities for a Rule 430A Offering before the information omitted from the prospectus has been filed in either a Rule 430A Pricing Prospectus or an amendment shall contain the following issuer's certificate:

"The foregoing, together with the documents incorporated herein by reference and the information deemed to be incorporated herein by reference, as of the date of the prospectus providing the information permitted to be omitted from this prospectus, will constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec---"and will not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]".

(ii) if there is an underwriter, a certificate in the following form, signed by the underwriter or underwriters who, for the distribution of securities by the MJDS prospectus, are in a contractual relationship with the issuer or selling securityholder

"To the best of our knowledge, information and belief, the foregoing, together with the documents incorporated in this prospectus by reference, as of the date of the prospectus providing the information permitted to be omitted from this prospectus, will constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec---"and will not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed".]".

Source: NP45, s.3.11(3)(b)

(b) Underwriters' Certificate

Where there is an underwriter, each (i) preliminary prospectus and prospectus filed with the applicable securities regulatory authorities for a Rule 430A Offering, (ii) each amendment to a preliminary prospectus filed with the applicable securities regulatory authorities for a Rule 430A Offering, (iii) each amended prospectus filed with the applicable securities regulatory authorities to commence a new period for filing a Rule 430A Pricing Prospectus, and (iv) each amendment to a prospectus filed with the applicable securities regulatory authorities for a Rule 430A Offering before the information omitted from the prospectus has been filed in either a Rule 430A Pricing Prospectus or an amendment shall contain the following underwriters' certificate signed by the underwriter or underwriters who, with respect to the securities offered by the prospectus, are in a contractual relationship with the issuer or a selling securityholder:

"To the best of our knowledge, information and belief, the foregoing, together with the documents incorporated herein by reference and the information deemed to be incorporated herein by reference, as of the date of the prospectus providing the information permitted to be omitted from this prospectus, will constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert if offering made in Quebec---"and will not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]".

4.10 Certificates for Rule 430A Pricing Prospectus - A rule 430A pricing prospectus shall contain in place of the certificates referred to in section 4.9

(a) a certificate in the following form, signed by the chief executive officer, the chief financial officer, and, on behalf of the board of directors of the issuer, any two directors of the issuer, other than the chief executive officer and chief financial officer, duly authorized to sign, each person or company that is a promoter of the issuer and each person or company that is a guarantor of the securities distributed by the MJDS prospectus

"The foregoing [insert, if applicable---", together with the documents incorporated in this prospectus by reference,"] constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec---"and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed".]"; and

Source: NP45, s.3.11(3)(c)

(c) Issuer's Certificate for Rule 430A Pricing Prospectus

Each Rule 430A Pricing Prospectus shall contain, in place of the certificate referred to in (a) above, the following issuer's certificate:

"The foregoing [insert, if applicable---", together with the documents incorporated herein by reference,"] constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec---"and will not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]".

Methodology: Quebec certificate language conformed to change "will" to "does".

(b) if there is an underwriter, a certificate in the following form, signed by the underwriter or underwriters who, for the distribution of the securities by the MJDS prospectus, are in a contractual relationship with the issuer or selling securityholder

"To the best of our knowledge, information and belief, the foregoing [insert, if applicable---", together with the documents incorporated in this prospectus by reference,"] constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering also made in Quebec---"and does not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]".

Source: NP45, s.3.11(3)(d)

(d) Underwriters' Certificate for Rule 430A Pricing Prospectus

Where there is an underwriter, each Rule 430A Pricing Prospectus shall contain, in place of the certificate referred to in (b) above, the following underwriters' certificate signed by the underwriter or underwriters who, with respect to the securities offered by the prospectus, are in a contractual relationship with the issuer or a selling securityholder:

"To the best of our knowledge, information and belief, the foregoing [insert, if applicable---", together with the documents incorporated herein by reference,"] constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by [insert applicable references] [insert if offering made in Quebec---"and will not contain any misrepresentation likely to affect the value or the market price of the securities to be distributed"]".

Source: NP45, s.3.11(4)

(4) Rights Offerings

A rights offering prospectus used under Section 3.4 need not contain an underwriters' certificate, provided that there is no soliciting activity in Canada other than the dissemination by the issuer of the rights and the prospectus and any securities acquired under a standby underwriting arrangement are not resold in Canada.

Methodology: This statement is included in subsection 3.2(7) of Companion Policy 71-101CP rather than this Instrument as the statutory requirement for a certificate only exists if there is an underwriter.

4.11 Signing of Certificates by Agent - Certificates contained in a preliminary MJDS prospectus, MJDS prospectus, amendment to a preliminary MJDS prospectus or MJDS prospectus, rule 415 prospectus supplement or rule 430A pricing prospectus shall be signed in accordance with securities legislation provided that any or all of the persons required to sign a certificate may sign the certificate for a distribution made under this Instrument by an agent duly authorized in writing.

Source: NP45, s.3.11(5)

(5) Signing of Certificates

Certificates contained in a preliminary prospectus, prospectus, amendment to a preliminary prospectus or prospectus, prospectus supplement or Rule 430A Pricing Prospectus shall be signed in accordance with applicable Canadian securities legislation. However, the chief executive officer, chief financial officer and two directors, on behalf of the board of directors, of the issuer, and the underwriters may each sign such certificates for an offering made under the MJDS by an agent duly authorized in writing.

PART 5 FILING PROCEDURES

5.1 Specification of Principal Jurisdiction - At the time of filing a preliminary MJDS prospectus, the issuer shall send written notice to the securities regulatory authority and, unless the distribution is being made in Canada only, to the SEC, stating that the distribution is being made under the MJDS and specifying the principal jurisdiction.

Source: NP45, s.3.8(2)

(2) Selection of Principal Jurisdiction

At the time of filing a preliminary prospectus under the MJDS, the issuer shall select a principal jurisdiction in Canada and advise the applicable securities regulatory authorities and, unless the offering is being made in Canada only, the SEC of its selection and that the offering is being made under the MJDS. The jurisdiction so selected may or may not agree to act, the issuer shall select another jurisdiction as principal jurisdiction. As of the date of this Policy Statement, the securities regulatory authorities of New Brunswick, Prince Edward Island, Newfoundland, Yukon Territory and the Northwest Territories have indicated that they will not agree to act as principal jurisdiction in connection with offerings made under the MJDS.

Methodology: Amended to make conforming changes, to use "distribution" instead of "offering" and to link subsection with the definition of "principal jurisdiction". The last sentence of NP45, s. 3.8(2) is included in s.3.2(11) of Companion Policy 71-101CP.

5.2 Alternate Principal Jurisdiction - If the securities regulatory authority in the jurisdiction specified in the notice sent under section 5.1 advises the issuer that it is not prepared to act as principal jurisdiction, the issuer shall specify another jurisdiction that is prepared to act as principal jurisdiction and notify the security regulatory authority in each jurisdiction in which the preliminary MJDS prospectus was filed and the SEC.

5.3 SEC Review - If the SEC notifies an issuer that a filing made under the MJDS has been selected for review, the issuer shall notify the securities regulatory authority in the principal jurisdiction.

Source: NP45, s.3.8(3)

PART 6 FILING DOCUMENTS

Source: NP45, s.3.14, lead in para, 1st sentence

The supporting documentation specified below shall be filed with the applicable securities regulatory authorities in connection with offerings made under the MJDS in the manner specified.

Methodology: Amended to make conforming changes, to use "distributions" instead of "offerings" and to add reference to rule 430A pricing prospectus. References to number of copies filed deleted in order to accommodate a U.S. issuer filing using SEDAR.

6.1 Principal Jurisdiction - The issuer shall file in the principal jurisdiction

(a) the preliminary MJDS prospectus, the MJDS prospectus, each amendment and supplement to the preliminary MJDS prospectus and MJDS prospectus, the rule 430A pricing prospectus and each rule 415 prospectus supplement used in Canada,

(b) all documents incorporated or deemed to be incorporated by reference in the MJDS prospectus, and

(c) all other documents required by this Instrument.

Source: NP45, s.3.8(1) and 3.14

Source: NP45, s.3.8(1), 3rd para

If the offering is also being made in the United States, one unsigned copy of the registration statement and all amendments and exhibits thereto and one signed and two unsigned copies of the preliminary prospectus, prospectus and each amendment and supplement thereto used in Canada (together with one copy of all documents incorporated by reference in the prospectus and the supporting documentation required by this Policy Statement) shall be filed in the manner set forth in this Policy Statement with the securities regulatory authority in the principal jurisdiction as nearly as practicable contemporaneously with the filing of the registration statement with the SEC. One signed and one unsigned copy of the preliminary prospectus, prospectus and each amendment and supplement thereto used in Canada (together with one copy of all documents incorporated by reference in the prospectus and the supporting documentation required by this Policy Statement) shall be filed with the other applicable securities regulatory authorities. Such filings shall be made as nearly as practicable contemporaneously with the filing in the principal jurisdiction.

6.2 Canada-U.S. Offering - If the distribution is being made in Canada and the United States of America, the issuer shall also file in the principal jurisdiction one unsigned copy of the registration statement and all amendments and exhibits to the registration statement in addition to the documents specified in section 6.1.

6.3 Non-Principal Jurisdictions - In the jurisdictions other than the principal jurisdiction, the issuer shall file

(a) the preliminary MJDS prospectus, the MJDS prospectus, each amendment and supplement to the preliminary MJDS prospectus and MJDS prospectus, the rule 430A pricing prospectus and, subject to section 7.6, each rule 415 prospectus supplement used in Canada,

(b) all documents incorporated or deemed to be incorporated by reference in the MJDS prospectus, and

(c) all other documents required by this Instrument.

6.4 Certificate Regarding Eligibility Criteria - At the time of filing a preliminary MJDS prospectus, an issuer shall file a certificate, signed on its behalf by a senior officer of the issuer, confirming that it satisfies the applicable eligibility criteria.

Source: NP45, s.3.14(1)

(1) Certificate Confirming Satisfaction of Eligibility Requirements

A certificate of the issuer, signed on its behalf by a senior officer, confirming that it satisfies the applicable eligibility criteria shall be filed with each applicable securities regulatory authority at the time of filing the preliminary prospectus for each offering made under the MJDS.

Methodology: Amended to make conforming changes.

6.5 Consents

(1) The issuer shall file the written consent of an attorney, auditor, accountant, engineer, appraiser or any other person or company named as having prepared or certified any expertised statement as follows:

(a) if the expertised statement is in the preliminary MJDS prospectus, an amendment to the preliminary MJDS prospectus, the MJDS prospectus or a document incorporated by reference into the MJDS prospectus that was filed before the filing of the MJDS prospectus, the consent shall be filed at the time of filing the MJDS prospectus; and

(b) if the expertised statement is in an amendment to the MJDS prospectus, a rule 415 prospectus supplement, a rule 430A pricing prospectus, or a document incorporated by reference into a MJDS prospectus that was filed after the filing of the MJDS prospectus, the consent shall be filed at the time of filing the amendment, the rule 415 prospectus supplement, the rule 430A pricing prospectus or the document.

(2) Despite subsection (1), the filing requirements in paragraphs (1)(a) and (b) shall not apply to the consent of a rating organization that issues a rating or provisional rating that is used in or in connection with a preliminary MJDS prospectus, an amendment to a preliminary MJDS prospectus, a MJDS prospectus, an amendment to a MJDS prospectus, a rule 415 prospectus supplement or a rule 430A pricing prospectus.

Source: NP45, s.3.14(2)

(2) Consents

The written consent of a solicitor, auditor, accountant, engineer, appraiser or any other person or company who is named as having prepared or certified any Part of a disclosure document for an offering made under the MJDS or a document that is incorporated by reference therein, or who is named as having prepared or certified a report used in or in connection with such disclosure document or any document incorporated by reference therein (such Part or report being referred to herein as an "expertised statement"), shall be prepared in accordance with the requirements of applicable Canadian securities legislation and shall be filed with each applicable securities regulatory authority in accordance with applicable Canadian securities legislation as follows:

(a) If the expertised statement appears in the preliminary prospectus, an amendment thereto, the prospectus or a document incorporated by reference into the prospectus that was filed prior to the filing of the prospectus, the related consent shall be filed at the time of filing the prospectus.

(b) If the expertised statement appears in an amendment to the prospectus, a prospectus supplement, a Rule 430A Pricing Prospectus, or a document incorporated by reference into a prospectus that was filed after the filing of the prospectus, the related consent shall be filed at the time of filing such amendment, prospectus supplement, Rule 430A Pricing Prospectus or document.

A further consent may be required to be filed with an amendment to a prospectus pursuant to the requirements of applicable Canadian securities legislation as a result of a material change to an expertised statement.

Methodology: Amended to make conforming changes, to use "distribution" instead of "offering" and to use newly defined term "expertised statement".

The prospectus liability section in securities legislation provides for liability for expertised statements in a prospectus if a consent is filed pursuant to securities legislation.

6.6 Further Consents - If a change to the MJDS prospectus is material to the consent filed under subsection 6.5(1), the issuer shall file a further consent contemporaneously with the filing of the change to the MJDS prospectus.

Methodology: The obligation to file a further consent has been broadened to include a change to the disclosure in the MJDS prospectus, not just a change to an expertised statement.

6.7 Form of Consent - The consent referred to in sections 6.5 and 6.6 shall be prepared in accordance with securities legislation.

6.8 Reports on Property - An issuer satisfies the requirement of securities legislation to file a report on the property of a natural resource company if it files a report prepared in accordance with U.S. federal securities law if a report is required to be filed with the SEC.

Source: NP45, s.3.14(3)

(3) Reports on Property

A report on the property of a natural resource company is not required to be filed for offerings made under the MJDS, unless such report is also required to be filed with the SEC.

Methodology: Amended to make conforming changes.

6.9 Appointment of Agent for Service - At the time of filing of the MJDS prospectus, the issuer shall file a duly executed submission to jurisdiction and appointment of agent for service of process in the form set out in section 1 of the required form.

Source: NP45, s.3.14(4)

(4) Appointment of Agent for Service

At the time of filing a prospectus un