Form 45-106F1 Report of Exempt Distribution This is the form required under section 6.1 of Na tional Instrument 45-106 for a report of exem pt distribution. Issuer information Item 1: State the full name of the issuer of the security distributed and the address and telephone number of its head office. If th e issuer of the security distributed is an investment fund, state the name of the fund as the issuer, and provide the full name of the manager of the investment fund and the address and telephone number of the head office of the m anager. Include the form er name of the issuer if its name has changed since last report. Item 2: State whether the issuer is or is not a reporting issuer and, if reporting, each of the jurisdictions in which it is reporting. Item 3: Indicate the industry of the issuer by check ing the appropriate box next to one of the industries listed below. Bio-tech Mining Financial Services exploration/development investment companies and funds production mortgage investment companies Oil and gas Forestry Real estate Hi-tech Utilities Industrial Other (describe) ______________________________ Details of distribution Item 4: Complete Schedule I to this report. Schedule I is designed to assis t in co mpleting the remainder of this report. Item 5: State the distribution date. If the repor t is being filed for securities distributed on m ore than one distribution date, state all distribution dates. Item 6: For each security distributed: (a) describe the type of security, (b) s tate th e total nu mber of securities dis tributed. If the security is convertible or exchangeable, describe the type of underlying s ecurity, the term s of ex ercise or conversion and any expiry date; and (c) state the exemption(s) relied on.
- 2 - Item 7: Complete the f ollowing table f or e ach Ca nadian and foreign jurisdiction where purchasers of the securities reside. Do not includ e in this table, securitie s issued as payment for commissions or finder’s fees disclosed under item 8, below. Total dollar value raised from purchasers in the Each jurisdiction where purchasers Number of Price per security jurisdiction reside purchasers (Canadian $) 1 (Canadian $) Total number of Purchasers Total dollar value of distribution in all jurisdictions (Canadian $) Note 1: If securities are issued at different prices list the highest and lowest price the securities were sold for. Commissions and finder’s fees Item 8: Complete the following table by providing information for each person who has received or will receive com pensation in co nnection wi th the distribution(s). Com pensation includes commissions, discounts or other fees or paym ents of a similar nature. Do not include paym ents for services incidental to the distribution, such as clerical, printing, legal or accounting services. If the securities being issued as compensation are or include c onvertible securities, such as warrants or options, please add a footnote descri bing the term s of the convertible securities, including the term and exercise price. Do not include the exercise price of any convertible security in the total dollar value of the compensation unless the securities have been converted.
- 3 - Compensation paid or to be paid (cash and/or securities) Full name and address Number and of the person being Cash type of compensated (Canadian $) securities issued Item 9 : If a distribution is m ade in Ontario, please inc lude the attached “Authorization of Indirect Collection of Personal Inform ation for Distributions in Ontario”. The “Authorization of Indirect Collection of Personal Inform ation for Di stributions in Ontario” is only required to be filed with the Ontario Securities Commission. Certificate On behalf of the issuer, I certify that the statements made in this report are true. Date: Name of issuer (please print) Print name, title and telephone number of person signing Signature Item 10: State the nam e, title and telephone number of the person who m ay be cont acted with respect to any questions regarding the contents of this report, if different than the person signing the certificate. IT IS AN OFFENCE TO MAKE A MISREPRESENTATION IN THIS REPORT. Securities Price per Exemptio Total dollar security n relied on value of and date compensation of (Canadian $) distributio n
- 4 - Notice - Collection and use of personal information The personal inform ation required under this form is collected on behalf of and used by the securities regulatory authorities or, where applicable, the regulat ors under the autho rity granted in securities legislation for the purp oses of the administration and enforcem ent of the securities legislation. If you have any questions about the collection and use of this inform ation, contact the securities regulatory authority or, where app licable, the re gulator in th e jur isdiction(s) where the f orm is filed, at the address(es) listed at the end of this report.
Authorization of Indirect Collection of Personal Information for Distributions in Ontario The attached Schedule I contains personal in formation of purchasers and details of the distribution(s). The issuer hereby confirms that each purchaser listed in Schedule I of this report (a) has been notified by the issuer (i) of the de livery to the Ontario Securities Commission of the inform ation pertaining to the person as set out in Schedule I, (ii) that this information is being collected indirectly by the Ontario Securities Commission under the authority granted to it in securities legislation, (iii) that this inf ormation is being colle cted for the purposes of the adm inistration and enforcement of the securities legislation of Ontario, and (iv) of the title, business address and busine ss telephone number of the public official in Ontario, as set out in this re port, who can answer questions about the Ontario Securities Commission’s indirect collection of the information, and (b) has authorized the indirect collection of the inf ormation by th e Ontario Securities Commission.
Schedule I Complete the following table. For reports filed under sub-section 6.1(1)(j) (TSX Venture Exchange offering) of National Instrument 45-106 the following table only needs to list the total number of purchasers by jurisdiction instead of including the name, residential address and telephone number of each purchaser. Do not include in this table, securities issued as payment of commissions or finder’s fees disclosed under item 8 of this report. The information in this schedule will not be placed on the public file of any securities regulatory authority or, where applicable, regulator. However, freedom of information legislation in certain jurisdictions may require the securities regulatory authority or, where applicable, regulator to make this information available if requested. Full name, residential Number and type Total purchase address and telephone of securities price Exemption Date of number of purchaser purchased (Canadian $) relied on distribution
Instructions: 1. File this report and the applicable fee in each jurisdiction in which a distribution is made at the addresses listed at the end of this report. If the distribution is made in more than one jurisdiction, the issuer may complete a single report identifying all purchasers and file that report in each of the jurisdictions in which the distribution is made. Filing fees associated with the filing of the report are not affected by identifying all purchasers in a single report. 2. If the space provided for any answer is insufficient, additional sheets may be used and must be cross-referenced to the relevant part and properly identified and signed by the person whose signature appears on the report. 3. One report may be used for multiple distributions occurring within 10 days of each other provided that the report is filed on or before the 10 th day following the first of such distributions. 4. In order to determine the applicable fee, consult the securities legislation of each jurisdiction in which a distribution is made.
Securities Regulatory Authorities and Regulators British Columbia Securities Commission P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, British Columbia V7Y 1L2 Telephone: (604) 899-6854 Toll free in British Columbia and Alberta 1-800-373-6393 Facsimile: (604) 899-6506 Alberta Securities Commission 4th Floor, 300 – 5th Avenue SW Calgary, Alberta T2P 3C4 Telephone: (403) 297-6454 Facsimile: (403) 297-6156 Saskatchewan Financial Services Commission 6th Floor, 1919 Saskatchewan Drive Regina, Saskatchewan S4P 3V7 Telephone: (306) 787-5879 Facsimile: (306) 787-5899 The Manitoba Securities Commission 500 - 400 St. Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: (204) 945-2548 Facsimile: (204) 945-0330 Ontario Securities Commission Suite 1903, Box 5520 Queen Street West Toronto, Ontario M5H 3S8 Telephone: (416) 593-3682 Facsimile: (416) 593-8252 Public official contact regarding indirect collection of information: Administrative Assistant to the Director of Corporate Finance Telephone (416) 593-8086 Autorité des marchés financiers 800, Square Victoria, 22e étage C.P. 246, Tour de la Bourse Montréal, Québec H4Z 1G3 Telephone: (514) 395-0337 Or 1877 525-0337 Facsimile: (514) 864-6381
New Brunswick Securities Commission 133 Prince William Street, Suite 606 Saint John, New Brunswick E2L 2B5 Telephone: (506) 658-3060 Facsimile: (506) 658-3059 Nova Scotia Securities Commission Suite 400, 5251 Duke Street Halifax, Nova Scotia B3J 1P3 Telephone: (902) 424-7768 Facsimile: (902) 424-4625 Prince Edward Island Securities Office 95 Rochford Street, P.O. Box 2000 Charlottetown, Prince Edward Island C1A 7N8 Telephone: (902) 368-4569 Facsimile: (902) 368-5283 Securities Commission of Newfoundland and Labrador P.O. Box 8700 2nd Floor, West Block Confederation Building St. John’s, Newfoundland and Labrador A1B 4J6 Telephone: (709) 729-4189 Facsimile: (709) 729-6187 Government of Yukon Department of Community Services Law Centre, 3rd Floor 2130 Second Avenue Whitehorse, YT Y1A 5H6 Telephone: (867) 667-5314 Facsimile: (867) 393-6251 Government of Northwest Territories Department of Justice Securities Registry 1st Floor Stuart M. Hodgson Building 5009 – 49th Street Yellowknife, Northwest Territories X1A 2L9 Telephone: (867) 920-3318 Facsimile: (867) 873-0243
Government of Nunavut Department of Justice Legal Registries Division P.O. Box 1000 – Station 570 1st Floor, Brown Building Iqaluit, Nunavut X0A 0H0 Telephone: (867) 975-6190 Facsimile: (867) 975-6194
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