Please refer to the filing instructions for assistance filling out this form.
1. Securities Sought – State the following:
a) Class(es) of securities subject to the NCIB:
b) Total number of securities:
i) issued and outstanding (number must be within two calendar weeks preceding the commencement date of the NCIB): (as of ):
ii) if applicable, in the total public float: (as of ):
c) Percentage of securities that may be purchased under the NCIB:
i) % of issued and outstanding (maximum 5%):
ii) % of the public float, as the case may be (maximum 10%):
d) Maximum number of securities that may be acquired under the NCIB:
e) Number of securities the issuer actually intends to acquire under the NCIB (i.e., not necessarily the maximum): ________________________________________________
f) Is the issuer an investment fund: ____________________________________________
i) If the answer is NO:
(a) the average daily trading volume for six months prior to date hereof:
(b) the number of shares purchased pursuant to a previous NCIB on TSX during the most recent six calendar months:
(c) the daily limit (25% of ADTV):
g) Does the issuer have a class of restricted securities:
If the answer is YES:
i) describe the voting rights of all equity securities:
ii) if the issuer does not propose to make the same NCIB for all classes of voting and equity securities, the reasons for so limiting the NCIB:
h) Whether the securities are going to be cancelled. If such securities are not cancelled, state how such securities will be dealt with:
2. Duration – State the dates on which the NCIB will commence and terminate. The NCIB may not extend for a period of more than one year from the date on which purchases may commence. (i.e. May 1, 2004 to April 30, 2005): ______________________________________________
3. Method of Acquisition – State the following:
a) whether purchases will be effected through the facilities of TSX and identify any other exchanges or market places on which purchases will be made:
b) whether purchase and payment for the securities will be made by the issuer in accordance with the requirements of TSX:
c) whether the price that the issuer will pay for any securities acquired by it will be the market price of the securities at the time of acquisition:
d) whether purchases (other than by way of exempt offer) will be made other than by means of open market transactions during the period the NCIB is outstanding:
4. Consideration Offered – State whether there are any restrictions on the price the offeror is prepared to pay and any other restrictions relating to the NCIB, such as specific funds available, method of purchasing, etc.:
5. Reasons for the NCIB – State the purpose or business reasons for the NCIB:
6. Valuation – State whether there has been any appraisal or valuation of the issuer to the best knowledge of the directors or officers of the issuer, after reasonable enquiry, regarding the issuer, its material assets or securities prepared within the two years preceding the date of the notice, together with a statement of a reasonable time and place at which such appraisal or valuation, or a copy thereof, may be inspected. For this purpose, the phrase appraisal or valuation means both an independent appraisal or valuation and a material non-independent appraisal or valuation. If there has been such an appraisal or valuation, include a summary of such appraisal or valuation:
7. Previous Purchases – Where the issuer has purchased securities under a NCIB within the past 12 months, state the following:
a) method of acquisition:
b) the number of securities sought and approved for purchase: ______________________
c) the number of securities actually purchased:
d) the weighted average price paid per security:
8. Persons Acting Jointly or In Concert with the Issuer – Disclose the identity of any party acting jointly or in concert with the issuer:
9. Acceptance by Insiders, Affiliates and Associates –
a) name of every director or senior officer of the issuer who intends to sell securities of the issuer during the course of the NCIB:
b) where their intention is known after reasonable enquiry, the name of every associate of a director or senior officer of the issuer, person acting jointly or in concert with the issuer, or person holding 10% or more of any class of equity securities of the issuer, who intends to sell securities:
10. Benefits from the NCIB – State direct or indirect benefits to any of the persons or companies named in item 9 of selling or not selling securities of the issuer during the course of the NCIB. An answer to this item is not required where the benefits to such person or company of selling or not selling securities are the same as the benefits to any other securityholder who sells or does not sell:
11. Material Changes in the Affairs of the Issuer – Disclose any previously undisclosed material changes or plans or proposals for material changes in the affairs of the issuer: _____________________________________
12. Participating Organization Information –
a) Name of brokerage firm: __________________________________________________
b) Name of registered representative: _________________________________________
c) Address of brokerage firm: ________________________________________________
d) Email address: __________________________________________________________
e) Telephone number:
13. Disclose any significant information regarding the NCIB not disclosed above, including any details regarding the use of put options or forward purchase contracts in conjunction with the NCIB:
14. Certificate – The undersigned, a director or senior officer of the issuer duly authorized by the issuer’s board of directors, certifies that this notice is complete and accurate and in compliance with Section 629 of the TSX Company Manual. This notice contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it is made.
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