Securities Law & Instruments

 

NATIONAL INSTRUMENT 54-101
COMMUNICATION WITH BENEFICIAL OWNERS
OF SECURITIES OF A REPORTING ISSUER
FORM 54-101F1 - EXPLANATION TO CLIENTS AND CLIENT RESPONSE CARD

Note: Terms used in this Form have the meanings given to them in National Instrument 54-101.

The use of this Form is referenced in sections 1.1, 1.4, 3.2, 3.3 and 3.4 of National Instrument 54-101.

EXPLANATION TO CLIENTS

[Letterhead of Intermediary]

Based on your instructions, the securities in your account with us are not registered in your name but in our name or the name of another person or companyholding on our behalf. The issuers of the securities in your account do not know the identity of the beneficial owner of these securities.

We are required under securities law to obtain your instructions concerning various matters relating to your holding of securities in your account. We enclose aclient response card that allows you to provide us with those instructions. Please complete and return the client response card to us at your earliest convenience.If you do not return the card or if you do not answer all of the questions on the card, you will be considered to have made certain choices concerning the holdingof securities in your account.

Disclosure of Beneficial Ownership Information

Securities law allows issuers and other persons and companies to send materials related to the affairs of the issuer directly to beneficial owners of the issuer'ssecurities if the beneficial owners do not object to having information about them disclosed to the issuer or other persons and companies. Part 1 of the clientresponse card allows you to tell us if you OBJECT to the disclosure by us to the issuer or other persons of your name, address, securities holdings and preferredlanguage of communication.

If you OBJECT to the disclosure of this information by us, please mark the first box in Part 1 of the card. If you do this, all materials to be delivered to you as abeneficial owner of securities will be delivered by us. We are permitted to charge you the reasonable costs incurred by us in making those deliveries.

If you DO NOT OBJECT to the disclosure of that information, please mark the second box on Part 1 of the card. If you do not complete Part 1 of the card or ifyou do not return the card to us or otherwise instruct us, then you will be considered to have consented to the disclosure of that information. In thosecircumstances, you will not be charged with any costs associated with sending securityholder materials to you.

Receiving Securityholder Materials

You have the right to receive proxy-related materials sent to registered securityholders by reporting issuers in connection with securityholder meetings; amongother things, this permits you to receive the necessary information to allow you to have your securities voted in accordance with your wishes at a securityholdermeeting. In addition, reporting issuers may choose to send other securityholder materials to beneficial owners, although they are not obliged to do so.

Securities law permits you to decline to receive two types of these materials. The two types of material are:

(a) proxy-related materials that are sent in connection with a securityholder meeting at which only "routine" business is to be conducted. "Routine" businessmeans approval of minutes, consideration of financial statements and the auditors' report, election of directors and appointment of an auditor; and

(b) materials that an issuer or other person or company sends to securityholders that are not required by corporate or securities law to be sent to registeredsecurityholders.

Part 2 of the client response card allows you to tell us what materials you wish to receive.

If you want to receive ALL materials sent to beneficial owners of securities, please mark the first box on Part 2 of the enclosed client response card. If you wantto DECLINE to receive the two types of materials referred to above, please mark the second box in Part 2 of the card. If you do not complete Part 2 of thecard, or if you do not return the card to us or otherwise instruct us, you will be considered to have chosen to DECLINE to receive the two types of materialsreferred to above.

Preferred Language of Communication

Part 3 of the client response card allows you to tell us your preferred language of communication (English or French).

CONTACT

If you have any questions or want to change your instructions in the future, please contact [name] at [phone number] or [address, fax number and/or e-mailaddress]. If you wish to change your instructions, you must do so in writing.

CLIENT RESPONSE CARD

TO: [NAME OF INTERMEDIARY]

Account Number(s)_______________________

I have read and understand the explanation to clients that you have provided me in connection with this card and that the choices indicated by me apply to all ofthe securities held in the above account.

PART 1 - Disclosure of Beneficial Ownership Information

Please mark the corresponding box to show whether you OBJECT or DO NOT OBJECT to us disclosing your name, address, securities holdings and preferredlanguage of communication (English or French) to issuers of securities you hold with us and to other persons or companies in accordance with securities law. Ifyou indicate that you OBJECT, we are entitled to charge you the reasonable costs incurred by us to forward securityholder materials to you in accordance withsecurities law. If you do not mark either box, or if you do not return this card to us or otherwise instruct us, you are considered to have NOT OBJECTED todisclosure of the information concerning you.

OBJECT to you disclosing the information described above.

I DO NOT OBJECT to you disclosing the information described above.

PART 2 - Receiving Securityholder Materials

Please mark the corresponding box to show whether you WANT to receive ALL materials sent to beneficial owners of securities or whether you DECLINE toreceive proxy-related materials for meetings at which only routine business is to be conducted and materials sent to securityholders that are not required bycorporate or securities law to be sent.

I WANT to receive ALL securityholder materials sent to beneficial owners of securities.

I DECLINE to receive proxy-related materials for meetings at which only routine business is to be conducted and materials sent to securityholders that are notrequired by corporate or securities law to be sent.

(Note that these instructions do not apply to any specific request you give or may have given to a reporting issuer concerning the sending of interim financialstatements of the reporting issuer.)

PART 3 - Preferred Language of Communication

Please mark the corresponding box to show your preferred language of communication.

ENGLISH

FRENCH

Client signature _______________________ Date _______________________

NATIONAL INSTRUMENT 54-101

COMMUNICATION WITH BENEFICIAL OWNERS

OF SECURITIES OF A REPORTING ISSUER

FORM 54-101F2

REQUEST FOR BENEFICIAL OWNERSHIP INFORMATION

Note: Terms used in this Form have the meanings given to them in National Instrument 54-101.

The use of this Form is referenced in sections 1.1, 1.4, 2.5, 2.9, 2.12, 2.13, 2.14, 4.1, 4.2, 4.3 and 6.2 of National Instrument 54-101.

PART 1

ISSUER INFORMATION

Item 1 - Name and address of the issuer.

State the name and address of the issuer.

Item 2 - Contact person(s)

State the name, address, telephone number, facsimile number and any electronic mail address of the contact person(s) of the issuer, or of the issuer's agent, ifapplicable, with whom an intermediary should deal.

State the billing address of the issuer or of the issuer's agent if different.

Item 3 - Purpose of the request for beneficial ownership information

State whether the request is being made

(a) for the purpose of obtaining a NOBO list, and not in connection with a meeting or a distribution of securityholder materials;

(b) for the purpose of distributing securityholder materials and not in connection with a meeting; or

(c) in connection with a meeting.

Item 4 - Nature of Securityholder Materials to be Distributed

If the request for beneficial ownership information is made either in connection with a distribution of securityholder materials apart from a meeting, or inconnection with a meeting, provide an itemized list of the materials to be distributed. Indicate whether the materials are available in English or French only or inboth English and French.

Item 5 - Nature and Details of Meeting

If the request for beneficial ownership information is made in connection with a meeting, state:

(a) the type of meeting (annual, special or annual and special) and whether only routine business is to be conducted at the meeting;

(b) the beneficial owner determination date of the meeting;

(c) the date, time and place of meeting; and

(d) the cut-off date and time for proxy receipt, if applicable.

Item 6 - Name and ISIN1 number of each class or series of securities to be searched

State the name and ISIN number of each class or series of securities of the issuer for which information is requested. In the case of a meeting of securityholders,state the name and ISIN number of each class or series of securities that carry the right to receive notice of the meeting or the right to vote at the meeting.

Item 7 - NOBO list

If desired, request a NOBO list.

If the request for a NOBO list is not made in connection with a meeting, specify the date as of which the NOBO list is to be prepared.

If a NOBO list is requested and the request for beneficial ownership information is made in connection with a distribution of securityholder materials and not inconnection with a meeting, state whether the issuer will send the materials directly to NOBOs or whether the issuer will deliver the materials to the proximateintermediary for forwarding to NOBOs.

Item 8 - Date of Determination of Information

If information is requested in connection with a meeting, state that the information, including, if applicable, a NOBO list, is to be provided as at the beneficialowner determination date of the meeting. If information is requested other than in connection with a meeting, state the date as at which the information,including, if applicable, a NOBO list, is to be provided.

Item 9 - Intermediary Delivery Information

If the request for beneficial ownership information is made either in connection with a distribution of securityholder materials apart from a meeting, or inconnection with a meeting, state the date when the issuer anticipates that proximate intermediaries will receive the materials referred to in Item 4.

Indicate the class of postage to be used by the proximate intermediary in sending the materials to beneficial owners.

Item 10 - Undertakings

If a NOBO list is requested, confirm that a written undertaking to the intermediary in the form of Form 54-101F8 is enclosed with the request for beneficialownership information.

If the request for beneficial ownership information is being made as a result of a request from a person or company other than the reporting issuer for a NOBOlist, confirm that the issuer has obtained an undertaking from that person or company in the form of Form 54-101F8.

Item 11 - Authorization

Provide a signature authorizing the search in the following or similar form:

The authority to request this information is hereby confirmed on behalf of [name of issuer] by:

[Signature of person authorizing]

(Print or type name of person authorizing)

(Official title of person authorizing)

Part 2

PROXIMATE INTERMEDIARY RESPONSE

Item 1 - Name and address of proximate intermediary

State the name and address of the proximate intermediary.

Item 2 - Contact person

State the name, telephone number, facsimile number and any electronic mail address of the contact person(s) of the proximate intermediary, or of the proximateintermediary's agent, if applicable, with whom the issuer should deal.

Item 3 - Consolidation of replies

If applicable, provide a list of all nominees in whose names securities of clients of the proximate intermediary are registered and the number and class of securitiesheld by each such person, and confirm that the information provided in the response includes securities held through those nominees and other intermediariesholding, directly or indirectly, through the proximate intermediary.

Item 4 - Address for receipt of materials

If the request for beneficial ownership information was made either in connection with a distribution of securityholder materials apart from a meeting, or inconnection with a meeting, provide, if different from the information provided under Item 2, the name and municipal address to which the materials are to be sentfor forwarding by the intermediary to beneficial owners or other intermediaries.

Also provide the name, telephone number, facsimile number and any electronic mail address of the contact person at that address if different from the informationprovided under Item 2.

Item 5 - Number of sets of materials required for forwarding by proximate intermediary to beneficial owners

If the request for beneficial ownership information was made either in connection with a distribution of securityholder materials apart from a meeting, or inconnection with a meeting, state the number, including the number required in English and French, of each item of materials specified in Item 4 of Part 1 of thisform required for forwarding by the proximate intermediary to beneficial owners and other intermediaries.

Item 6 - NOBO list

If a NOBO list was requested by the issuer, confirm that the proximate intermediary shall send it electronically in the form of Form 54-101F5.

Identify which NOBOs have declined to receive proxy-related materials for meetings at which only routine business is to be conducted and securityholdermaterials not required by corporate or securities law to be sent.

Item 7 - Confirmation of the search

The undersigned hereby confirms the completeness and accuracy of the foregoing information on behalf of [name of proximate intermediary].

(signature)

(print or type name)

(Official title of person named)

(Telephone Number)

(Date)

NATIONAL INSTRUMENT 54-101

COMMUNICATION WITH BENEFICIAL OWNERS

OF SECURITIES OF A REPORTING ISSUER

FORM 54-101F3

OMNIBUS PROXY (DEPOSITARIES)

Note: Terms used in this Form have the meanings given to them in National Instrument 54-101.

The use of this Form is referenced in sections 1.1, 1.4, 2.3, 5.5 and 8.2 of National Instrument 54-101.

[Letterhead of Depositary]

OMNIBUS PROXY

Subject to the paragraph that follows, the undersigned, being a registered holder or proxy holder in respect of securities of the reporting issuer named below,hereby appoints each of the persons or companies identified in the attached schedule, in respect of the corresponding securities referred to below, with power ofsubstitution in each, to attend, vote and otherwise act for and on behalf of the undersigned to the extent of the number of securities specified, in respect of allmatters that may come before the meeting of securityholders described below, and at any adjournment or continuance thereof.

The appointees shall not vote, or give a proxy requiring a nominee to vote, the securities represented by this omnibus proxy except in accordance with writtenvoting instructions received from the beneficial owners whose securities are represented by this omnibus proxy or in accordance with other legal authority tovote the securities, and only to the extent that the securities are registered in the name of the undersigned and held on behalf of the appointee on the beneficialowner determination date.

This instrument supersedes and revokes any prior appointment of proxy made by the undersigned with respect to the voting of the securities specified below atsuch meeting, or at any adjournment thereof.

Issuer:

Class/Series of Security:

ISIN Number:

Number of Securities:

Date of Meeting:

Place of Meeting:

Beneficial Owner Determination

Date of Meeting:

Registered Holder of Securities or Proxy Holder

Signing Officer

Date

Schedule to Form 54-101F3

[Letterhead of Depositary]

SCHEDULE TO OMNIBUS PROXY

Participant Security Positions

Issuer:

ISIN Number:

Date Schedule Prepared:

Participant Total Position by class

[Name/address of participant] [position held by participant]

[Name/address of participant] [position held by participant]

[Name/address of participant] [position held by participant]

Total Positions held by Participants [Total]

NATIONAL INSTRUMENT 54-101

COMMUNICATION WITH BENEFICIAL OWNERS

OF SECURITIES OF A REPORTING ISSUER

FORM 54-101F4

OMNIBUS PROXY (INTERMEDIARIES)

Note: Terms used in this Form have the meanings given to them in National Instrument 54-101.

The use of this Form is referenced in sections 1.1, 4.1 and 8.2 of National Instrument 54-101.

[Letterhead of Intermediary]

OMNIBUS PROXY

Subject to the paragraph that follows, the undersigned, being a registered holder or proxy holder in respect of securities of the reporting issuer named below,hereby appoints [insert names from reporting issuer's management proxy], with power of substitution,to attend, vote and otherwise act for and on behalf of theundersigned to the extent of the number of securities specified, in respect of all matters that may come before the meeting of securityholders described below,and at any adjournment or continuance.

The appointees shall not vote, or give a proxy requiring a nominee to vote, the securities represented by this omnibus proxy except in accordance with writtenvoting instructions received from the beneficial owners whose securities are represented by this omnibus proxy or in accordance with other legal authority tovote the securities and only to the extent that the securities are registered in the name of the undersigned or that the undersigned holds a proxy and held on behalfof the beneficial owners on the beneficial owner determination date.

This instrument supersedes and revokes any prior appointment of proxy made by the undersigned with respect to the voting of the securities specified below atsuch meeting, or at any adjournment thereof.

Issuer:

Class/Series of Security:

ISIN Number:

Number of Securities:

Name of Registered

Holder of Securities:

Date of Meeting:

Place of Meeting:

Beneficial Owner Determination

Date of Meeting:

Registered Holder of Securities or Proxy Holder

Signing Officer

Date

NATIONAL INSTRUMENT 54-101

COMMUNICATION WITH BENEFICIAL OWNERS

OF SECURITIES OF A REPORTING ISSUER

FORM 54-101F5

ELECTRONIC FORMAT FOR NOBO LIST

Note: Terms used in this Form have the meanings given to them in National Instrument 54-101.

The use of this Form is referenced in sections 1.1, 1.4, 2.5, 2.9, 2.10, 2.11, 4.1, 6.1, 6.2, 6.3 and 7.1 of National Instrument 54-101.

HEADER RECORD DESCRIPTION TYPE LENGTH COMMENTS

RECORD TYPE A 1 Header record = A

FINS NUMBER1 A 4

ISIN2 A 9

JOB NUMBER N 6 Not used

SECURITY DESC. A 32

RECORD DATE N 6 Format YYMMDD

CREATION DATE N 5 Format YYDDD

FILLER A 255 Not used

TRAILER RECORD DESCRIPTION

TYPE LENGTH COMMENTS

RECORD TYPE A 1 Trailer record = C

FINS NUMBER A 4

ISIN A 9

JOB NUMBER N 6 Not used

TOTAL SHAREHOLDERS N 7 Number of "B" type records

TOTAL SHARES

FILLER N 11 Total shares on "B" records

A 280 Not used

DETAIL RECORD DESCRIPTION

TYPE LENGTH COMMENTS

RECORD TYPE A 1 Detail Record = B

FINS NUMBER A 4

ISIN A 9

JOB NUMBER N 6 Not used

ACCOUNT NUMBER A 20

NAME A 32

ADDRESS A 32 Occurs 7 times

POSTAL CODE A 9

POSTAL REGION A 1 C-Canada; U-USA; F-Foreign; H-Hand Deliver

A Not used

GEOGRAPHICAL REGION A 2 E-English; F-French

LANGUAGE CODE N 1 Shareholder Position

NUMBER OF SHARES A 9 Y/N

RECEIVE ALL MATERIAL A 1

1 "FINS" means Financial Institution Numbering System.

2 "ISIN" means International Stock Identification Number.

NATIONAL INSTRUMENT 54-101

COMMUNICATION WITH BENEFICIAL OWNERS

OF SECURITIES OF A REPORTING ISSUER

FORM 54-101F6

REQUEST FOR VOTING INSTRUCTIONS MADE BY REPORTING ISSUER

Note: Terms used in this Form have the meanings given to them in National Instrument 54-101.

The use of this Form is referenced in section 1.1, 2.17 and 2.18 of National Instrument 54-101.

[Letterhead of Reporting Issuer]

REQUEST FOR VOTING INSTRUCTIONS

To our securityholders:

We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalfby an intermediary or depositary. Your securities can be voted only by management, as proxy holder of the registered holder, in accordance with yourinstructions.

We are prohibited from voting your securities on any of the matters to be acted upon at the meeting without your specific written voting instructions. In orderfor your securities to be voted at the meeting, it will be necessary for us to have your specific written voting instructions. Please date, sign and return yourvoting instructions to us promptly in the return envelope provided. [It is understood that, if you sign without otherwise marking the form, the securities will bevoted as recommended by the board of directors on all matters to be considered at the meeting.]

Should you wish to attend the meeting and vote in person, please bring this form to the meeting.

[Insert intermediary name, code or identifier; name, address and respective holdings of securities of the relevant series or class of the NOBO.]

[Insert description of proposals to be voted upon, other instructions or explanations etc.]

By providing voting instructions as requested by this letter, you will be acknowledging that you are the beneficial owner of, and are entitled to instruct us withrespect to the voting of, these securities.

Signature

Name of person signing

Date

(If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, position of person signing and address forservice of the body corporate.)

NATIONAL INSTRUMENT 54-101

COMMUNICATION WITH BENEFICIAL OWNERS

OF SECURITIES OF A REPORTING ISSUER

FORM 54-101F7

REQUEST FOR VOTING INSTRUCTIONS MADE BY INTERMEDIARY

Note: Terms used in this Form have the meanings given to them in National Instrument 54-101.

The use of this Form is referenced in section 1.1, 4.5 and 4.6 of National Instrument 54-101.

[Letterhead of Intermediary]

REQUEST FOR VOTING INSTRUCTIONS

To our clients:

We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of securities of the series or class held by us in your accountbut not registered in your name. Your securities can be voted only by us, as registered holder or proxy holder of the registered holder, in accordance withwritten instructions from the beneficial owner.

We are prohibited from voting your securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for yoursecurities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete, date, sign and return the attachedform to provide your voting instructions to us promptly in the return envelope provided. It is understood that, if you sign without otherwise marking the form,the securities will be voted as recommended by the management of the issuer on all matters to be considered at the meeting.

Should you wish to attend the meeting and vote in person, please contact [insert name and telephone number of person to contact] for instructions.

[Insert intermediary name, code or identifier; name, address and respective holdings of securities of the relevant series or class of the NOBO.]

[Insert description of proposals to be voted upon, other instructions or explanations etc.]

By signing this form, you are acknowledging that you are the beneficial owner, and are entitled to instruct us with respect to the voting of, these securities.

Signature

Name of person signing

Date

(If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, position of person signing and address forservice of the body corporate.)

NATIONAL INSTRUMENT 54-101

COMMUNICATION WITH BENEFICIAL OWNERS

OF SECURITIES OF A REPORTING ISSUER

FORM 54-101F8

UNDERTAKING

Note: Terms used in this Form have the meanings given to them in National Instrument 54-101.

The use of this Form is referenced in section 2.5, 5.4 and 6.1 of National Instrument 54-101.

I, ,

(Full Residence Address) ,

(If this undertaking is made on behalf of a body corporate, set out the full legal name of the body corporate, position of person signing and address for service ofthe body corporate).

SOLEMNLY DECLARE AND UNDERTAKE THAT:

1. I require a list in the required format of the non-objecting beneficial owners of securities of [insert name of the reporting issuer] on whose behalf intermediarieshold securities (a NOBO list), as shown on the records of the intermediaries.

3. I undertake that the information set out on the NOBO list will be used only for the purpose of

(a) sending securityholder materials to NOBOs in accordance with National Instrument 54-101;

(b) an effort to influence the voting of securityholders of the reporting issuer;

(c) an offer to acquire securities of the reporting issuer; or

(d) any other matter relating to the affairs of the reporting issuer.

4. I undertake that securityholder materials will not be sent to those NOBOs that are identified on the NOBO list as having chosen not to receive the materials,and that the materials sent shall include the following statement:

"These securityholder materials are being sent to both registered and non-registered beneficial owners of the securities. The names and addresses of beneficialowners of the securities that are not registered holders, and disclosure of their holdings of securities, have been obtained from intermediaries holding on behalf ofthe beneficial owners under applicable securities regulatory requirements."

Signature

Name of person signing

Date