Form 45-103F4 Report of Exempt Distribution Issuer information 1. State the full name, address and telephone number of the issuer of the security distributed. Include former name if name has changed since last report. If this report is filed by a vendor, other than the issuer, also state the full name and address of the vendor. 2. State whether the issuer is or is not a reporting issuer and, if reporting, each of the jurisdictions in which it is reporting. Details of distribution 3. State the distribution date. If the report is being filed for securities distributed on more than one distribution date, state all distribution dates. 4. For each security distributed: (a) describe the type of security, and (b) state the total number of securities distributed. If the security is convertible or exchangeable, describe the type of underlying security, the terms of exercise or conversion and any expiry date. 5. Provide details of the distribution by completing the attached schedule. 6. Complete the following table for each Canadian and foreign jurisdiction where purchasers of the securities reside. Provide a total dollar value of all securities distributed in all jurisdictions. Do not include in this table, securities issued as payment for commissions or finder’s fees disclosed under item 7, below. Each jurisdiction where purchasers Price per security Total dollar value raised from reside (Canadian $) purchasers in the jurisdiction (Canadian $) Total dollar value of distribution in all jurisdictions (Canadian $) Commissions and finder’s fees 7. Provide the following information for each person who is being compensated in connection with the distribution(s). When disclosing compensation paid or to be paid, include discounts, commissions or other fees or payments of a similar nature directly related to the 1
distribution. Do not include payments for services incidental to the trade, such as clerical, printing, legal or accounting services. Full name and address of Compensation paid (in Exemption Price per share person being Canadian $ and, if relied on and (Canadian $) compensated applicable, number and type date of of securities) distribution (if applicable) Certificate On behalf of the issuer (or vendor), I certify that the statements made in this report and in each schedule to this report are true. Date: ________________________________________ _____________________________________________ Name of issuer or vendor (please print) _____________________________________________ Print name and position of person signing _____________________________________________ Signature 2
Schedule Provide the following information on a separate page attached to this report for each type of security distributed. The information in this schedule will not be placed on the public file of any securities regulatory authority. If the report is being filed for securities distributed on more than one distribution date, add a column to identify the dates the securities were distributed. In British Columbia, for distributions under the exemptions in Part 4 of Multilateral Instrument 45-103 Capital Raising Exemptions, non-reporting issuers must also give the telephone number and e-mail address of the purchaser. If the purchaser has refused to provide this information, the issuer must include a statement to this effect in the report. Do not include in this table, securities issued as payment of commissions or finder’s fees disclosed under item 7 of the form. Full name and residential address Number and type Total Exemption of purchaser of securities purchase price relied on purchased (Canadian $) IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS REPORT. Instruction: 1. File this report and the applicable fee with the securities regulatory authority in each jurisdiction in which the issuer has distributed securities on or before the 10 th day after the distribution of the security. 2. If distributions have not occurred within 10 days of each other, separate reports must be filed. 3. In order to determine the fee payable, consult the securities legislation of each jurisdiction. In some jurisdictions, the fee is calculated as a percentage of the proceeds realized by the issuer from, or total dollar value of, the securities distributed in that jurisdiction, as set out in item 5 of this report. 3
Notice - Collection and use of personal information The personal information required under this form is collected on behalf of and used by the securities regulatory authorities for the purposes of the administration and enforcement of the securities legislation. Freedom of information legislation in certain jurisdictions may require the securities regulatory authority to make this information available if requested. As a result, the public may be able to obtain access to the information. If you have any questions about the collection and use of this information, contact the securities regulatory authorities in the jurisdictions where the form is filed, at the address(es) set out below. Alberta Securities Commission 4 th Floor, 300 – 5 th Avenue SW Calgary, AB T2P 3C4 Telephone: (403) 297-6454 Facsimile: (403) 297-6156 British Columbia Securities Commission P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, BC V7Y 1L2 Telephone: (604) 899-6854 Toll free in British Columbia and Alberta 1-800-373-6393 Facsimile: (604) 899-6506 The Manitoba Securities Commission 1130 – 405 Broadway Avenue Winnipeg, MB R3C 3L6 Telephone: (204) 945-2548 Facsimile: (204) 945-0330 Securities Commission of Newfoundland P.O. Box 8700 2 nd Floor, West Block Confederation Building St. John’s, NFLD A1B 4J6 Telephone: (709) 729-4189 Facsimile: (709) 729-6187 4
Government of the Northwest Territories Department of Justice Securities Registry 1 st Floor Stuart M. Hodgson Building 5009 – 49 th Street Yellowknife, NT X1A 2L9 Telephone: (867) 920-3318 Facsimile: (867) 873-0243 Nova Scotia Securities Commission 2 nd Floor, Joseph Howe Building 1690 Hollis Street Halifax, NS B3J 3J9 Telephone: (902) 424-7768 Facsimile: (902) 424-4625 Government of Nunavut Department of Justice Legal Registries Division P.O. Box 1000 – Station 570 1 st Floor, Brown Building Iqaluit NU X0A 0H0 Telephone: (867) 975-6190 Facsimile: (867) 975-6194 Prince Edward Island Securities Office 95 Rochford Street, P.O. Box 2000 Charlottetown, PE C1A 7N8 Telephone: (902) 368-4569 Facsimile: (902) 368-5283 Saskatchewan Financial Services Commission 6 th Floor 1919 Saskatchewan Drive Regina, SK S4P 3V7 Telephone: (306) 787-5879 Facsimile: (306) 787-5899 5
You are being directed to the most recent version of the statute which may not be the version considered at the time of the judgment.