Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets

B.C. Reg. 235/2012
British Columbia Securities Commission

Deposited July 26, 2012
effective July 31, 2012

This consolidation is current to August 26, 2025.

Link to consolidated regulation (PDF)

Link to Point in Time

Securities Act

Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets

[Last amended June 9, 2023 by B.C. Reg. 139/2023]

Contents
Part 1 — Definitions and Reporting Issuer Designation and Determination
	1	Definitions
	2	National Instrument definitions apply
	3	Reporting issuer designation and determination
	4	Ceasing to be an OTC reporting issuer
Part 2 — Disclosure
	5	Additional disclosure requirements
	6	Timely disclosure obligations
	7	Registration statement
	8	Promotional activities
	9	Technical reports — mineral properties
	10	Personal information form and authorization
Part 3 — Resale of Private Placement Securities
	11	Resale of seed stock
	12	Legends on seed stock
	13	Resale of private placement securities acquired after ticker-symbol date
	14	No other hold periods
Part 4 — Other Restrictions
	15	Securities for services
	16	Take-over bid
	17	Insider reports
Part 5 — Exemption
	18	Exemption
Part 6 — Transition and Coming into Force
	19	Transition — financial disclosure for non-SEC filers
	20	Transition — oil and gas disclosure
	21	Coming into force
Forms

Part 1 — Definitions and Reporting Issuer Designation and Determination

Definitions

1 In this Instrument:

"OTC issuer" means an issuer

(a) that has issued a class of securities that are OTC-quoted securities, and

(b) that has not issued any class of securities that are listed or quoted on one or more of the following:

(i) TSX Venture Exchange Inc.;

(ii) TSX Inc.;

(iii) Canadian National Stock Exchange;

(iv) Alpha Exchange Inc.;

(v) The New York Stock Exchange LLC;

(vi) NYSE Amex LLC;

(vii) The NASDAQ Stock Market LLC;

(viii) Aequitas NEO Exchange Inc.;

"OTC-quoted securities" means a class of securities that has been assigned a ticker-symbol by the Financial Industry Regulatory Authority in the United States of America for use on any of the over-the-counter markets in the United States of America and includes a class of securities whose trades have been reported in the grey market;

"OTC reporting issuer" means an OTC issuer that is a reporting issuer;

"promotional activities" means activities or communications, by or on behalf of an issuer, that promote or could reasonably be expected to promote the purchase or sale of securities of the issuer, but does not include any of the following:

(a) the dissemination of information or preparation of records in the ordinary course of the business of the issuer

(i) to promote the sale of products or services of the issuer, or

(ii) to raise public awareness of the issuer;

(b) activities or communications necessary to comply with the requirements of

(i) the securities legislation of any jurisdiction of Canada;

(ii) the securities laws of any foreign jurisdiction governing the issuer;

(iii) any exchange or market on which the issuer's securities trade;

"ticker-symbol date" means the date that an OTC issuer is first assigned a ticker-symbol for any class of its securities;

"trade", in Québec, for the purpose of this Instrument, refers to any of the following activities:

(a) the activities described in the definition of "dealer" in section 5 of the Securities Act (R.S.Q., c. V-1.1), including the following activities:

(i) the sale or disposition of a security by onerous title, whether the terms of payment be on margin, instalment or otherwise, but does not include a transfer or the giving in guarantee of securities in connection with a debt or the purchase of a security, except as provided in paragraph (b);

(ii) participation as a trader in any transaction in a security through the facilities of an exchange or a quotation and trade reporting system;

(iii) the receipt by a registrant of an order to buy or sell a security;

(b) a transfer or the giving in guarantee of securities of an issuer from the holdings of a control person in connection with a debt.

[am. B.C. Reg. 208/2015, Sch. E.]

National Instrument definitions apply

2 Terms used in this Instrument that are defined or interpreted in National Instrument 51-102 Continuous Disclosure Obligations have the same meaning in this Instrument.

Reporting issuer designation and determination

3 An OTC issuer is a reporting issuer under securities legislation if one or more of the following apply:

(a) on or after July 31, 2012, its business has been directed or administered in or from the local jurisdiction;

(b) on or after July 31, 2012, promotional activities have been carried on in or from the local jurisdiction;

(c) the ticker-symbol date is on or after July 31, 2012, and, on or before the ticker-symbol date, the issuer distributed a security to a person resident in the local jurisdiction and that security is of the class of securities that became the issuer's OTC-quoted securities.

Ceasing to be an OTC reporting issuer

4 (1) Except in Québec, an OTC issuer ceases to be a reporting issuer under section 3 if all of the following conditions are met:

(a) its business is not directed or administered, and has not been directed or administered for at least one year, in or from the local jurisdiction;

(b) promotional activities are not carried on, and have not been carried on for at least one year, in or from the local jurisdiction;

(d) it has filed Form 51-105F1 Notice — OTC Issuer Ceases to be an OTC Reporting Issuer.

(2) Except in Québec, if an OTC reporting issuer ceases to be an OTC issuer as a result of its securities being listed or quoted on an exchange or a quotation and trade reporting system specified in the definition of "OTC issuer" in section 1, the OTC reporting issuer must file Form 51-105F4 Notice — Issuer Ceases to be an OTC Reporting Issuer at least 10 days before its next required filing under securities legislation in the local jurisdiction.

(3) In Québec, an OTC reporting issuer must apply to the securities regulatory authority to have its status as an OTC reporting issuer revoked in order to cease to be a reporting issuer under section 3.

Part 2 — Disclosure

Additional disclosure requirements

5 In addition to all other provisions of securities legislation that apply to a reporting issuer and its insiders, an OTC reporting issuer must comply with the provisions of the following National Instruments:

(a) National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+);

(b) National Instrument 51-102 Continuous Disclosure Obligations that apply to a reporting issuer that is a venture issuer;

(d) National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings that apply to a reporting issuer that is a venture issuer;

(e) National Instrument 52-110 Audit Committees that apply to a reporting issuer that is a venture issuer;

(f) National Instrument 58-101 Disclosure of Corporate Governance Practices that apply to a reporting issuer that is a venture issuer.

[am. B.C. Reg. 139/2023, Sch. B, s. 2.]

Timely disclosure obligations

6 (1) Section 14.2 of National Instrument 71-101 The Multijurisdictional Disclosure System and section 4.2 of National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers do not apply to an OTC reporting issuer.

(2) An OTC reporting issuer may file a copy of the Form 8-K Current Report that it files with the SEC to comply with its obligation in paragraph 7.1 (1) (b) of National Instrument 51-102 Continuous Disclosure Obligations to file Form 51-102F3 Material Change Report.

Registration statement

7 (1) If an OTC issuer becomes a reporting issuer on the ticker-symbol date, the OTC reporting issuer must file, within 5 days of the date it became a reporting issuer, a copy of the most recent registration statement it filed with the SEC.

(2) The OTC reporting issuer must file the registration statement in accordance with National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+).

[am. B.C. Reg. 139/2023, Sch. B, s. 3.]

Promotional activities

8 (1) If a person will carry on promotional activities under an agreement, arrangement, commitment or understanding with an OTC reporting issuer, the OTC reporting issuer must file a notice in the form of Form 51-105F2 Notice of Promotional Activities naming the person and describing the activities and the relationship of the OTC reporting issuer with the person, and the particulars of their agreement, arrangement, commitment or understanding with the OTC reporting issuer.

(2) The OTC reporting issuer must file the notice under subsection (1) within one of the following dates:

(a) at least one day before the promotional activities commence;

(b) if, on the date the OTC issuer became an OTC reporting issuer, promotional activities are being carried on, within 5 days of that date.

(3) The OTC reporting issuer must file the notice in accordance with National Instrument 13-103 System for Electronic Data Analysis and Retrieval + (SEDAR+).

[am. B.C. Reg. 139/2023, Sch. B, s. 4.]

Technical reports — mineral properties

9 Section 4.1 of National Instrument 43-101 Standards of Disclosure for Mineral Projects does not apply to an OTC reporting issuer.

Personal information form and authorization

10 (1) Each director, officer, promoter and control person of an OTC reporting issuer must deliver to the securities regulatory authorities Form 51-105F3A Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information or Form 51-105F3B Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information within 10 days of the issuer becoming an OTC reporting issuer, except for a promoter of an OTC issuer that becomes an OTC reporting issuer more than 2 years after the ticker-symbol date.

(2) Each person that becomes a director, officer, promoter or control person of an OTC reporting issuer must deliver to the securities regulatory authorities a personal information form referred to in subsection (1) within 10 days of becoming a director, officer, promoter or control person of an OTC reporting issuer.

(3) If a promoter or control person is not an individual, then each of its directors, officers and control persons must deliver a personal information form referred to in subsection (1) to the securities regulatory authorities within 10 days of the promoter or control person becoming a promoter or control person of an OTC reporting issuer.

Part 3 — Resale of Private Placement Securities

Resale of seed stock

11 After the ticker-symbol date, a person must not trade a security of an OTC reporting issuer that the person acquired on or after July 31, 2012, and before the ticker-symbol date unless either of the following occurs:

(a) the trade is in connection with one or more of the following:

(i) a take-over bid or an issuer bid in a jurisdiction of Canada;

(ii) an amalgamation, merger, reorganization or arrangement that is under a statutory procedure or court order;

(iii) a dissolution or winding-up of the issuer that is under a statutory procedure or court order;

(b) all of the following conditions are met:

(i) the certificate representing the security carries the legend, or the ownership statement issued under a direct registration system or other electronic book entry system relating to the security bears the legend restriction notation, set out in subsection 12 (2);

(ii) the person trades the security through an investment dealer registered in a jurisdiction of Canada from an account at that investment dealer in the name of that person;

(iii) the investment dealer executes the trade through any of the over-the-counter markets in the United States of America.

Legends on seed stock

12 (1) As soon as practicable after the ticker-symbol date, an OTC reporting issuer must place

(a) a legend on each certificate representing a security issued before the ticker-symbol date, and

(b) a legend restriction notation on each ownership statement issued under a direct registration system or other electronic book entry system relating to a security issued before the ticker-symbol date.

(2) The legend and legend restriction notation must state the following:

Unless permitted under section 11 of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets, the holder of this security must not trade the security in or from a jurisdiction of Canada unless

(a) the security holder trades the security through an investment dealer registered in a jurisdiction of Canada from an account at that dealer in the name of that security holder, and

(b) the dealer executes the trade through any of the over-the-counter markets in the United States of America.

Resale of private placement securities acquired after ticker-symbol date

13 (1) A person must not trade a security of an OTC reporting issuer that the person acquired under an exemption from the prospectus requirement after the ticker-symbol date unless the following conditions are satisfied:

(a) unless the security was acquired under a director or employee stock option, a 4-month period has passed from one of the following:

(i) the date the OTC reporting issuer distributed the security;

(ii) the date a control person distributed the security;

(b) if the person trading the security is a control person of the OTC reporting issuer, the person has held the security for at least 6 months;

(c) the number of securities the person proposes to trade, plus the number of securities of the OTC reporting issuer of the same class that the person has traded in the preceding 12-month period, does not exceed 5% of the OTC reporting issuer's outstanding securities of the same class;

(d) the person trades the security through an investment dealer registered in a jurisdiction of Canada;

(e) the investment dealer executes the trade through any of the over-the-counter markets in the United States of America;

(f) there has been no unusual effort made to prepare the market or create a demand for the security;

(g) no extraordinary commission or other consideration is paid to a person for the trade;

(h) if the person trading the security is an insider of the OTC reporting issuer, the person reasonably believes that the OTC reporting issuer is not in default of securities legislation;

(i) the certificate representing the security bears a legend, or the ownership statement issued under a direct registration system or other electronic book entry system relating to the security bears a legend restriction notation, stating the following:

The holder of this security must not trade the security in or from a jurisdiction of Canada unless the conditions in section 13 of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets are met.

(2) Despite subsection (1), a person may trade a security of an OTC reporting issuer that the person acquired under an exemption from the prospectus requirement if the trade is in connection with one or more of the following:

(a) a take-over bid or an issuer bid in a jurisdiction of Canada;

(b) an amalgamation, merger, reorganization or arrangement that is under a statutory procedure or court order;

No other hold periods

14 Sections 2.3, 2.4, 2.5 and 2.6 of National Instrument 45-102 Resale of Securities do not apply to the first trade of a security of an OTC reporting issuer distributed under an exemption from the prospectus requirement.

Part 4 — Other Restrictions

Securities for services

15 An OTC reporting issuer must not distribute a security to a director, officer, or consultant of the issuer for the provision of a service unless

(a) the consideration for the service is commercially reasonable,

(b) in the case of a debt, the debt is a bona fide debt, and

Take-over bid

16 Section 4.2 of National Instrument 62-104 Take-Over Bids and Issuer Bids does not apply to a take-over bid for an OTC reporting issuer for 2 years after the ticker-symbol date.

[am. B.C. Reg. 106/2016, Sch. F.]

Insider reports

17 A person that is exempt or otherwise not required to file an insider report under U.S. federal securities law relating to insider reporting may not rely on the exemption from insider reporting under section 17.1 of National Instrument 71-101 The Multijurisdictional Disclosure System or section 4.12 of National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers.

Part 5 — Exemption

Exemption

18 The regulator, except in Québec, or securities regulatory authority may, under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction, grant an exemption from this Instrument.

Part 6 — Transition and Coming into Force

Transition — financial disclosure for non-SEC filers

19 Except in British Columbia, for an OTC reporting issuer that does not have a class of securities registered under section 12 of the 1934 Act and is not required to file reports under paragraph 15 (d) of the 1934 Act, the requirements of National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings concerning the filing of

(a) annual financial statements, related MD&A and annual certificates apply only to financial years beginning on or after January 1, 2012,

(b) interim financial reports, related MD&A and interim certificates apply only to interim periods that

(i) begin on or after January 1, 2012, and

(ii) end after July 31, 2012, and

Transition — oil and gas disclosure

20 Except in British Columbia, for an OTC reporting issuer, the requirement of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities concerning the filing of Form 51-101F1 Statement of Reserves Data and Other Oil and Gas Information applies only to financial years beginning on or after January 1, 2012.

Coming into force

21 (1) This Instrument comes into force on July 31, 2012.

(2) Despite subsection (1), except in British Columbia, sections 5, 6, 7, and 8 come into force on September 30, 2012.

Forms

Form 51-105F1

Notice — OTC Issuer Ceases to be an OTC Reporting Issuer

This is the form required under paragraph 4 (1) (d) of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets for an OTC issuer to give notice that it has ceased to be an OTC reporting issuer under section 3 of the Instrument in a jurisdiction other than Québec.

In Québec, an OTC reporting issuer must apply to the securities regulatory authority to have its status as an OTC reporting issuer revoked in order to cease to be a reporting issuer.

The Issuer
Name of Issuer:	..................................................................................... (the Issuer)
Head office address:	.....................................................................................
	.....................................................................................
Last head office address (if different from above):	.....................................................................................
Last head office address (if different from above):	.....................................................................................
Telephone number:	.....................................................................................
Fax number:	.....................................................................................
E-mail address:	.....................................................................................
Ticker-symbol date:	......................................................................................

Ceasing to be a Reporting Issuer

The Issuer certifies the following statements to be true:

1. The Issuer's business is not directed or administered, and has not been directed or administered for at least one year, in or from [insert name of local jurisdiction]

2. Promotional activities are not carried on, and have not been carried on for at least one year, in or from [insert name of local jurisdiction]

3. More than one year has passed since the ticker-symbol date.

If the preceding statements are true, on filing this Notice, the Issuer is no longer an OTC reporting issuer in [insert name of local jurisdiction].

If the preceding statements are true, on filing this Notice, the Issuer has ceased to be a reporting issuer in [name of local jurisdiction].

Certificate

On behalf of the Issuer, I certify that the statements made in this Notice are true.

Date: .....................................................................

..................................................................................
Name of Issuer

..................................................................................
Print name, title and telephone number
of person signing on behalf of the Issuer

...................................................................................
Signature

Warning: It is an offence to make a statement in this Notice that is false or misleading in a material respect, or to omit facts that make this Notice false or misleading in a material respect.

Form 51-105F2

Notice of Promotional Activities

This is the form required under subsection 8 (1) of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets for an OTC reporting issuer to give notice of promotional activities.

Issuer Information
Name of Issuer:	..................................................................................... (the Issuer)
Head office address:	.....................................................................................
	.....................................................................................
Telephone number:	.....................................................................................
Fax number:	.....................................................................................
E-mail address:	.....................................................................................

Notice of Promotional Activities

1. Identify each person engaged in promotional activities and provide the person's address, telephone and fax number, and email address. If the person is not an individual, provide the name(s) of the individual(s) carrying on the activities.
.......................................................................................................................................
.......................................................................................................................................

2. Describe the relationship between the Issuer and each person engaged in promotional activities.
.......................................................................................................................................
.......................................................................................................................................

3. Include particulars of any agreement, arrangement, commitment or understanding between the Issuer and a person engaged in promotional activities. Include

i. the effective date and duration of the agreement, arrangement or commitment,

ii. the scope of activities being conducted, and

iii. the compensation paid or to be paid by the Issuer, including any non-cash compensation.
.......................................................................................................................................
.......................................................................................................................................
.......................................................................................................................................

The Issuer [has / has not] issued a news release disclosing this information.

If the Issuer has issued a news release, the Issuer may file it with this form.

Certificate

On behalf of the Issuer, I certify that the statements made in this Notice are true.

Date: ........................................................................

..................................................................................
Name of Issuer

..................................................................................
Print name, title and telephone number
of person signing on behalf of the Issuer

...................................................................................
Signature

Warning: It is an offence to make a statement in this Notice that is false or misleading in a material respect, or to omit facts that make this Notice false or misleading in a material respect.

Form 51-105F3A

[am. B.C. Reg. 139/2023, Sch. B, s. 5.]

Form 51-105F3A

Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information

Schedule 1

Collection of Personal Information

The securities regulatory authorities listed in Schedule 2 are authorized, under securities legislation, to collect personal information. The securities regulatory authorities do not make any of the information provided in this Form public, unless required under freedom of information legislation.

By signing the Certificate and Consent in this Form, you are consenting to submitting your personal information in this Form (the "Information") to the securities regulatory authorities and to the collection and use by the securities regulatory authorities of the Information, as well as any other information that may be necessary to administer securities legislation and assist in the administration of securities laws elsewhere. This may include the collection of information from law enforcement agencies, other government or non-governmental regulatory authorities, self-regulatory organizations, exchanges, and quotation and trade reporting systems in order to conduct background checks, verify the Information, perform investigations and conduct enforcement proceedings.

Under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets, you are required to deliver the Information to the securities regulatory authorities because you are a director, officer, promoter or control person of an OTC reporting issuer. Under freedom of information and protection of privacy legislation, you have a right to be informed of the existence of personal information about you that is kept by a securities regulatory authority, to request access to that information, and to request that such information be corrected, subject to applicable freedom of information and protection of privacy legislation.

By signing the Certificate and Consent in this Form, you acknowledge that the securities regulatory authorities may disclose the Information they collect about you, as permitted by law, where its use and disclosure is for the purposes described above. The securities regulatory authorities may use a third party to process the Information, but when that happens, the third party is obligated to comply with the limited use restrictions described above and federal and provincial privacy legislation.

Warning: It is an offence to submit information that, in a material respect, and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue.

Questions

If you have any questions about the collection, use and disclosure of the information you provide to a securities regulatory authority, you may contact the securities regulatory authority at the address or telephone number listed in Schedule 2.

Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information

Schedule 2

Securities Regulatory Authorities

British Columbia Securities Commission P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, British Columbia V7Y 1L2 Telephone: 604-899-6500 Toll free in British Columbia and Alberta: 1-800-373-6393 Facsimile: 604-899-6506	Nova Scotia Securities Commission 2nd Floor, Joseph Howe Building 1690 Hollis Street Halifax, Nova Scotia B3J 3J9 Telephone: 902-424-7768 Facsimile: 902-424-4625
Alberta Securities Commission Suite 600, 250 — 5th Street SW Calgary, Alberta T2P 0R4 Telephone: 403-297-6454 Facsimile: 403-297-6156	Prince Edward Island Securities Office 95 Rochford Street, 4th Floor Shaw Building P.O. Box 2000 Charlottetown, Prince Edward Island C1A 7N8 Telephone: 902-368-4569 Facsimile: 902-368-5283
Saskatchewan Financial Services Commission Suite 601 — 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: 306-787-5879 Facsimile: 306-787-5899	Government of Newfoundland and Labrador Financial Services Regulation Division P.O. Box 8700 Confederation Building 2nd Floor, West Block Prince Philip Drive St. John's, NFLD A1B 4J6 Attention: Director of Securities Telephone: 709-729-4189 Facsimile: 709-729-6187
The Manitoba Securities Commission 500 — 400 St Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: 204-945-2548 Toll free in Manitoba: 1-800-655-5244 Facsimile: 204-945-0330	Government of Yukon Department of Community Services Corporate Affairs, Yukon Securities Office 307 Black Street, 1st Floor PO Box 2703 (C-6) Whitehorse, Yukon Y1A 2C6 Telephone: 867-667-5466 Facsimile: 867-393-6251
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 1-877-525-0337 Facsimile: 514-873-6155 (for delivery purposes only) Facsimile: 514-864-6381 (for privacy requests only)	Government of the Northwest Territories Office of the Superintendent of Securities P.O. Box 1320 Yellowknife, NT X1A 2L9 Attention: Deputy Superintendent, Legal & Enforcement Telephone: 867-920-8984 Facsimile: 867-873-0243
New Brunswick Securities Commission 85 Charlotte Street, Suite 300 Saint John, New Brunswick E2L 2J2 Telephone: 506-658-3060 Toll Free in New Brunswick: 1-866-933-2222 Facsimile: 506-658-3059	Government of Nunavut Department of Justice Legal Registries Division P.O. Box 1000, Station 570 1st Floor, Brown Building Iqaluit, Nunavut X0A 0H0 Telephone: 867-975-6590 Facsimile: 867-975-6594

Form 51-105F3B

Personal Information Form and
Authorization of Indirect Collection,
Use and Disclosure of Personal Information

This Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information must be completed and delivered to the securities regulatory authority by each individual who is required to do so under section 10 of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets. If an individual has previously delivered either Form 51-105F3A Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information or a personal information form to the Toronto Stock Exchange or TSX Venture Exchange in connection with another OTC Reporting Issuer and the information has not changed, the individual may deliver this Form in satisfaction of the requirement in section 10 of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets if the Certificate and Consent below is completed.

The securities regulatory authority does not make any of the personal information provided in this Form public, unless required under freedom of information legislation.

CERTIFICATE AND CONSENT

I, ........................................................ hereby certify that:
(Please Print — Name of Individual)

(a) I delivered form 51-105F3A Personal Information Form and Authorization of Indirect Collection, Use and Disclosure of Personal Information on ................................................................ (insert date) for ...................................... (insert name of issuer). I have read and understood the questions, cautions, acknowledgement and consent in that Form, and the answers I have given to the questions in that Form and in any attachments to it are true and correct, except where stated to be to the best of my knowledge, in which case I believe the answers to be true;

(b) I have read and understand the attached Schedule 1;

(c) I consent to the collection, use and disclosure of the information in this Form and to the collection, use and disclosure of further personal information in accordance with Schedule 1; and

(d) I understand that I am delivering this Form to a securities regulatory authority, and it is an offence under securities legislation to provide false or misleading information to the securities regulatory authority.

..............................................................................
Date

..............................................................................
Signature of person named above

..............................................................................
Name(s) of OTC reporting issuer(s) for which this Form is delivered

Form 51-105F3B

Personal Information Form and
Authorization of Indirect Collection,
Use and Disclosure of Personal Information

Schedule 1

Collection of Personal Information

Warning: It is an offence to submit information that, in a material respect, and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue.

Questions

Form 51-105F3B

Personal Information Form and
Authorization of Indirect Collection,
Use and Disclosure of Personal Information

Schedule 2

Securities Regulatory Authorities

British Columbia Securities Commission P.O. Box 10142, Pacific Centre 701 West Georgia Street Vancouver, British Columbia V7Y 1L2 Telephone: 604-899-6500 Toll free in British Columbia and Alberta: 1-800-373-6393 Facsimile: 604-899-6506	Nova Scotia Securities Commission 2nd Floor, Joseph Howe Building 1690 Hollis Street Halifax, Nova Scotia B3J 3J9 Telephone: 902-424-7768 Facsimile: 902-424-4625
Alberta Securities Commission Suite 600, 250 — 5th Street SW Calgary, Alberta T2P 0R4 Telephone: 403-297-6454 Facsimile: 403-297-6156	Prince Edward Island Securities Office 95 Rochford Street, 4th Floor Shaw Building P.O. Box 2000 Charlottetown, Prince Edward Island C1A 7N8 Telephone: 902-368-4569 Facsimile: 902-368-5283
Saskatchewan Financial Services Commission Suite 601 — 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: 306-787-5879 Facsimile: 306-787-5899	Government of Newfoundland and Labrador Financial Services Regulation Division P.O. Box 8700 Confederation Building 2nd Floor, West Block Prince Philip Drive St. John's, NFLD A1B 4J6 Attention: Director of Securities Telephone: 709-729-4189 Facsimile: 709-729-6187
The Manitoba Securities Commission 500 — 400 St Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: 204-945-2548 Toll free in Manitoba: 1-800-655-5244 Facsimile: 204-945-0330	Government of Yukon Department of Community Services Corporate Affairs, Yukon Securities Office 307 Black Street, 1st Floor PO Box 2703 (C-6) Whitehorse, Yukon Y1A 2C6 Telephone: 867-667-5466 Facsimile: 867-393-6251
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 1-877-525-0337 Facsimile: 514-873-6155 (for delivery purposes only) Facsimile: 514-864-6381 (for privacy requests only)	Government of the Northwest Territories Office of the Superintendent of Securities P.O. Box 1320 Yellowknife, NT X1A 2L9 Attention: Deputy Superintendent, Legal & Enforcement Telephone: 867-920-8984 Facsimile: 867-873-0243
New Brunswick Securities Commission 85 Charlotte Street, Suite 300 Saint John, New Brunswick E2L 2J2 Telephone: 506-658-3060 Toll Free in New Brunswick: 1-866-933-2222 Facsimile: 506-658-3059	Government of Nunavut Department of Justice Legal Registries Division P.O. Box 1000, Station 570 1st Floor, Brown Building Iqaluit, Nunavut X0A 0H0 Telephone: 867-975-6590 Facsimile: 867-975-6594

Form 51-105F4

Notice — Issuer Ceases to be an OTC Reporting Issuer

This is the form required under subsection 4 (2) of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets. This form must be completed and filed in jurisdictions other than Québec if an OTC reporting issuer has ceased to be an OTC issuer because it has a class of securities listed or quoted on an exchange or a quotation and trade reporting system specified in the definition of "OTC issuer" in section 1 of the Instrument.

In Québec, an OTC reporting issuer that has a class of securities listed or quoted on an exchange or a quotation and trade reporting system specified in the definition of "OTC issuer" in section 1 of the Instrument must apply to the securities regulatory authority to have its status as an OTC reporting issuer revoked in order to cease to be an OTC issuer.

The Issuer
Name of Issuer:	..................................................................................... (the Issuer)
Head office address:	.....................................................................................
	.....................................................................................
Last head office address (if different from above):	.....................................................................................
Last head office address (if different from above):	.....................................................................................
Telephone number:	.....................................................................................
Fax number:	.....................................................................................
E-mail address:	.....................................................................................

Ceasing to be an OTC Reporting Issuer

The Issuer's ......................................................... [describe class of securities] are listed or quoted on .................................................................. [name of exchange or quotation and trade reporting system listed in the definition of "OTC issuer" in section 1 of Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets].

If the Issuer has ceased to be an OTC issuer, the Issuer is no longer an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.

The Issuer [will not be / will remain] a reporting issuer in a jurisdiction of Canada.

Certificate

On behalf of the Issuer, I certify that the statements made in this Notice are true.

Date: .................................................

..................................................................................
Name of Issuer

..................................................................................
Print name, title and telephone number
of person signing on behalf of the Issuer

...................................................................................
Signature

Warning: It is an offence to make a statement in this Notice that is false or misleading in a material respect, or to omit facts that make this Notice false or misleading in a material respect.

[Provisions relevant to the enactment of this regulation: Securities Act, R.S.B.C. 1996, c. 418, s. 184.]