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"Point in Time" Regulation Content

Securities Act

National Instrument 44-101 Short Form Prospectus Distributions

B.C. Reg. 370/2005

NOTE: Links below go to regulation content as it was prior to the changes made on the effective date. (PIT covers changes made from September 19, 2009 to "current to" date of the regulation.)
SECTIONEFFECTIVE DATE
Section 1.1 January 1, 2011
May 14, 2013
May 31, 2013
November 17, 2015
June 12, 2018
June 9, 2023
Section 2.2 June 9, 2023
Section 2.3 May 31, 2013
June 9, 2023
Section 2.4 May 31, 2013
Section 2.6 May 31, 2013
June 9, 2023
Section 2.7 May 14, 2013
Section 2.8 May 14, 2013
Section 4.1 May 14, 2013
August 13, 2013
Section 4.2 May 14, 2013
August 13, 2013
December 8, 2015
Section 4.2.1 June 30, 2011
Section 4.3 January 1, 2011
Section 7.1 May 14, 2013
August 13, 2013
Section 7.2 May 14, 2013
August 13, 2013
April 16, 2024
Section 7.3 to 7.8 August 13, 2013
Section 7.4 April 16, 2024
Section 7.5 April 16, 2024
Section 7.6 April 16, 2024
Section 7.7 April 16, 2024
Section 8.1 June 12, 2018
Form 44-101F1 January 1, 2011
Form 44-101F1 Section 1.3 June 9, 2023
Form 44-101F1 Section 1.6 May 14, 2013
Form 44-101F1 Section 1.6.1 January 1, 2011
Form 44-101F1 Section 1.9 May 14, 2013
Form 44-101F1 Section 1.9.1 April 16, 2024
Form 44-101F1 Section 1.11 May 14, 2013
April 16, 2024
Form 44-101F1 Section 4.2May 14, 2013
Form 44-101F1 Section 4.10 May 14, 2013
Form 44-101F1 Section 5.1 August 13, 2013
Form 44-101F1 Section 6.1 January 1, 2011
Form 44-101F1 Section Instructions January 1, 2011
Form 44-101F1 Section 7.3 January 1, 2011
Form 44-101F1 Section 7.6May 14, 2013
Form 44-101F1 Section 7.9 April 20, 2012
May 31, 2013
Form 44-101F1 Section 7A.1 May 14, 2013
Form 44-101F1 Section 7A.2 May 14, 2013
Form 44-101F1 Section 11.1 January 1, 2011
May 14, 2013
Form 44-101F1 Section 11.3 May 14, 2013
Form 44-101F1 Section 11.5 May 14, 2013
Form 44-101F1 Section 11.6 August 13, 2013
June 9, 2023
Form 44-101F1 Section 13.1 January 1, 2011
Form 44-101F1 Section 15.3 May 14, 2013
Form 44-101F1 Section 20.1 May 14, 2013
Form 44-101F1 Section 20.1.1 April 16, 2024
Form 44-101F1 Section 20.2.1 April 16, 2024

 Section 1.1 definition of "short form eligible exchange" BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

"short form eligible exchange" means each of the Toronto Stock Exchange, Tier 1 and Tier 2 of the TSX Venture Exchange and the Canadian Trading and Quotation System Inc.;

 Section 1.1 definition of "reverse takeover acquiree" was added by BC Reg 178/2013, effective May 14, 2013.

 Section 1.1 definition of "successor issuer" before replaced by BC Reg 178/2013, effective May 14, 2013.

"successor issuer" means an issuer existing as a result of a restructuring transaction, other than, in the case where the restructuring transaction involved a divestiture of a portion of an issuer's business, an issuer that succeeded to or otherwise acquired the portion of the business divested;

 Section 1.1 definition of "approved rating" BEFORE repealed by BC Reg 179/2013, effective May 31, 2013.

"approved rating" means, for a security, a rating at or above one of the following rating categories issued by an approved rating organization for the security or a rating category that replaces a category listed below:

Approved Rating OrganizationLong
Term
Debt
Short
Term
Debt
Preferred
Shares
DBRS LimitedBBBR-2Pfd-3
Fitch Ratings Ltd.BBBF3BBB
Moody's Investors ServiceBaaPrime-3"baaa"
Standard & Poor'sBBBA-3P-3

 Section 1.1 definition of "cash equivalent" BEFORE amended by BC Reg 179/2013, effective May 31, 2013.

"cash equivalent" means an evidence of indebtedness that has a remaining term to maturity of 365 days or less and that is issued, or fully and unconditionally guaranteed as to principal and interest, by

(a) the government of Canada or the government of a jurisdiction of Canada,

(b) the government of the United States of America, the government of one of the states of the United States of America, the government of another sovereign state or a permitted supranational agency, if, in each case, the evidence of indebtedness has an approved rating, or

(c) a Canadian financial institution, or other entity that is regulated as a banking institution, loan corporation, trust company, or insurance company or credit union by the government, or an agency of the government, of the country under whose laws the entity is incorporated or organized or a political subdivision of that country, if, in either case, the Canadian financial institution or other entity has outstanding short term debt securities that have received an approved rating from any approved rating organization;

 Section 1.1 definitions of "designated rating", "designated rating organization" and "DRO affiliate" were added by BC Reg 179/2013, effective May 31, 2013.

 Section 1.1 definition of "successor issuer" paragraph (a) (iii) BEFORE amended by BC Reg 179/2013, effective May 31, 2013.

(iii)  it participated in a restructuring transaction and its existence continued

 Section 1.1 definition of "short form eligible exchange" BEFORE amended by BC Reg 208/2015, effective November 17, 2015.

"short form eligible exchange" means each of the Toronto Stock Exchange, Tier 1 and Tier 2 of the TSX Venture Exchange and the Canadian National Stock Exchange;

 Section 1.1 definitions of "designated rating" and "designated rating organization" BEFORE amended by BC Reg 111/2018, effective June 12, 2018.

"designated rating" means, for a security, a rating issued by a designated rating organization, or its DRO affiliate, that is at or above one of the following rating categories or that is at or above a category that replaces one of the following rating categories:

Designated Rating OrganizationLong
Term
Debt
Short
Term
Debt
Preferred
Shares
DBRS LimitedBBBR-2Pfd-3
Fitch, Inc.BBBF3BBB
Moody's Canada Inc.BaaPrime-3"baaa"
Standard & Poor's Ratings Services (Canada)BBBA-3P-3

"designated rating organization" means

(a) each of DBRS Limited, Fitch, Inc., Moody's Canada Inc., Standard & Poor's Ratings Services (Canada), including their DRO affiliates; or

(b) any other credit rating organization that has been designated under securities legislation;

 Section 1.1 definition of "successor credit rating organization" was added by BC Reg 111/2018, effective June 12, 2018.

 Section 1.1 definition of "NI 13-101" BEFORE repealed by BC Reg 139/2023, effective June 9, 2023.

"NI 13-101" means National Instrument 13-101 System for Electronic Document Analysis and Retrieval (SEDAR);

 Section 1.1 definition of "SEDAR+" was added by BC Reg 139/2023, effective June 9, 2023.

 Section 2.2 (a) BEFORE amended by BC Reg 139/2023, effective June 9, 2023.

(a) the issuer is an electronic filer under NI 13-101;

 Section 2.3 (1) (e) BEFORE amended by BC Reg 179/2013, effective May 31, 2013.

(e) the securities to be distributed

(i)  have received an approved rating on a provisional basis,

(ii)  are not the subject of an announcement by an approved rating organization, of which the issuer is or ought reasonably to be aware, that the approved rating given by the organization may be down-graded to a rating category that would not be an approved rating, and

(iii)  have not received a provisional or final rating lower than an approved rating from any approved rating organization.

 Section 2.3 (1) (a) BEFORE amended by BC Reg 139/2023, effective June 9, 2023.

(a) the issuer is an electronic filer under NI 13-101;

 Section 2.4 (1) (c) BEFORE amended by BC Reg 179/2013, effective May 31, 2013.

(c) unless the credit supporter satisfies the criteria in paragraph 2.2 (e) if the word "issuer" is replaced with "credit supporter" wherever it occurs, at the time the preliminary short form prospectus is filed

(i)  the credit supporter has outstanding non-convertible securities that

(A)  have received an approved rating,

(B)  have not been the subject of an announcement by an approved rating organization, of which the issuer is or ought reasonably to be aware, that the approved rating given by the organization may be down-graded to a rating category that would not be an approved rating, and

(C)  have not received a rating lower than an approved rating from any approved rating organization, and

(ii)  the securities to be issued by the issuer

(A)  have received an approved rating on a provisional basis,

(B)  have not been the subject of an announcement by an approved rating organization, of which the issuer is or ought reasonably to be aware, that the approved rating given by the organization may be down-graded to a rating category that would not be an approved rating, and

(C)  have not received a provisional or final rating lower than an approved rating from any approved rating organization.

 Section 2.6 (1) (c) BEFORE amended by BC Reg 179/2013, effective May 31, 2013.

(c) the asset-backed securities to be distributed

(i)  have received an approved rating on a provisional basis,

(ii)  have not been the subject of an announcement by an approved rating organization, of which the issuer is or ought reasonably to be aware, that the approved rating given by the organization may be down-graded to a rating category that would not be an approved rating, and

(iii)  have not received a provisional or final rating lower than an approved rating from any approved rating organization.

 Section 2.6 (1) (a) BEFORE amended by BC Reg 139/2023, effective June 9, 2023.

(a) the issuer is an electronic filer under NI 13-101;

 Section 2.7 (1) and (2) BEFORE amended by BC Reg 178/2013, effective May 14, 2013.

 Exemptions for New Reporting Issuers and Successor Issuers

2.7  (1)  Paragraph 2.2 (d), paragraph 2.3 (1) (d) and paragraph 2.6 (1) (b) do not apply to an issuer if

(a) the issuer is not exempt from the requirement in the applicable CD rule to file annual financial statements within a prescribed period after its financial year end, but the issuer has not yet been required under the applicable CD rule to file annual financial statements, and

(b) unless the issuer is seeking qualification under section 2.6, the issuer has filed and obtained a receipt for a final prospectus that included the issuer's or each predecessor entity's comparative annual financial statements for its most recently completed financial year or the financial year immediately preceding its most recently completed financial year, together with the auditor's report accompanying those financial statements and, if there has been a change of auditors since the comparative period, an auditor's report on the financial statements for the comparative period.

(2)  Paragraph 2.2 (d), paragraph 2.3 (1) (d) and paragraph 2.6 (1) (b) do not apply to a successor issuer if

(a) the successor issuer is not exempt from the requirement in the applicable CD rule to file annual financial statements within a prescribed period after its financial year end, but the successor issuer has not yet, since the completion of the restructuring transaction which resulted in the successor issuer, been required under the applicable CD rule to file annual financial statements, and

(b) an information circular relating to the restructuring transaction that resulted in the successor issuer was filed by the successor issuer or an issuer that was a party to the restructuring transaction, and such information circular

(i)  complied with applicable securities legislation, and

(ii)  included disclosure in accordance with section 14.2 or 14.5 of Form 51-102F5 for the successor issuer.

[am. B.C. Reg. 59/2008, App. C, Sch. 1, s. 7.]

 Section 2.7 (1.1) and (3) were added by BC Reg 178/2013, effective May 14, 2013.

 Section 2.8 (5) BEFORE repealed by BC Reg 178/2013, effective May 14, 2013.

(5)  For the purposes of this Part, if, on December 29, 2005, an issuer or a credit supporter had an annual information form in Form 44-101F1 AIF, prior to its repeal on May 18, 2005, that was a current AIF under National Instrument 44-101 Short Form Prospectus Distributions that was in force on December 29, 2005, the issuer or credit supporter is deemed to have a current AIF under this Part until the date it is first required under the applicable CD rule to file its annual financial statements.

 Section 2.8 (6) was added by BC Reg 178/2013, effective May 14, 2013.

 Section 4.1 was renumbered to 4.1 (1) by BC Reg 178/2013, effective May 14, 2013.

 Section 4.1 (1) (b) (i) (A) to (D) BEFORE amended by BC Reg 178/2013, effective May 14, 2013.

(i)  Personal Information Form and Authorization to Collect, Use and Disclose Personal Information – a completed Appendix A to NI 41-101 for,

(A)  each director and executive officer of an issuer;

(B)  if the issuer is an investment fund, each director and executive officer of the manager of the issuer;

(C)  each promoter of the issuer; and

(D)  if the promoter is not an individual, each director and executive officer of the promoter,

for whom the issuer has not previously filed or delivered,

 Section 4.1 (1) (b) (E) to (G) BEFORE repealed by BC Reg 178/2013, effective May 14, 2013.

(E)  a completed personal information form and authorization in the form set out in Appendix A of NI 41-101,

(F)  before March 17, 2008, a completed authorization in

(I) the form set out in Appendix B to this Instrument,

(II) the form set out in Ontario Form 41-501F2 Authorization of Indirect Collection of Personal Information, or

(III) the form set out in Appendix A of Québec Regulation Q-28 Respecting General Prospectus Requirements, or

(G)  before March 17, 2008, a completed personal information form or authorization in a form substantially similar to a personal information form or authorization in clause (E) or (F), as permitted under securities legislation; and

 Section 4.1 (2) and (3) were added by BC Reg 178/2013, effective May 14, 2013.

 Section 4.1 (1) (a) (vii) was added by BC Reg 197/2013, effective August 13, 2013.

 Section 4.1 (1) (b) (ii) BEFORE amended by BC Reg 197/2013, effective August 13, 2013.

(ii)  Auditor's Comfort Letter Regarding Audited Financial Statements – if a financial statement of an issuer or a business included in, or incorporated by reference into, a preliminary short form prospectus is accompanied by an unsigned auditor's report, a signed letter addressed to the regulator from the auditor of the issuer or of the business, as applicable, prepared in accordance with the form suggested for this circumstance in the Handbook.

 Section 4.1 (1) (b) (iii) was added by BC Reg 197/2013, effective August 13, 2013.

 Section 4.2 (a) (vi) (A) and (B) BEFORE amended by BC Reg 178/2013, effective May 14, 2013.

(A)  each selling securityholder, and

(B)  each person or company required to provide a certificate under Part 5 of NI 41-101 or other securities legislation, other than an issuer,

 Section 4.2 (a) (vi) (A.1) was added by BC Reg 178/2013, effective May 14, 2013.

 Section 4.2 (a) (x) BEFORE amended by BC Reg 178/2013, effective May 14, 2013.

(x)  Undertaking to File Documents and Material Contracts – if a document referred to in subparagraph (iii) or (iii.1) has not been executed or become effective before the filing of the final short form prospectus but will be executed or become effective on or before the completion of the distribution, the issuer must file with the securities regulatory authority, no later than the time of filing of the short form prospectus, an undertaking of the issuer to the securities regulatory authority to file the document promptly and in any event within seven days after the completion of the distribution; and

 Section 4.2 (a) (x.1) was added by BC Reg 178/2013, effective May 14, 2013.

 Section 4.2 (a) (x.1) BEFORE amended by BC Reg 197/2013, effective August 13, 2013.

(x.1)  Undertaking to File Unexecuted Documents – if a document referred to in subparagraph (iii) does not need to be executed in order to become effective and has not become effective before the filing of the final short form prospectus, but will become effective on or before the completion of the distribution, the issuer must file with the securities regulatory authority, no later than the time of filing of the final short form prospectus, an undertaking of the issuer to the securities regulatory authority to file the document promptly and in any event no later than seven days after the document becomes effective; and

 Section 4.2 (a) (xii) was added by BC Reg 197/2013, effective August 13, 2013.

 Section 4.2 (b) (i) and (ii) BEFORE amended by BC Reg 197/2013, effective August 13, 2013.

(i)  a copy of the short form prospectus, blacklined to show changes from the preliminary short form prospectus, and

(ii)  if the issuer has made an application to list the securities being distributed on an exchange in Canada, a copy of a communication in writing from the exchange stating that the application for listing has been made and has been accepted subject to the issuer meeting the requirements for listing of the exchange.

 Section 4.2 (b) (iii) was added by BC Reg 197/2013, effective August 13, 2013.

 Section 4.2 (b) BEFORE (ii) was amended and (iv) and (v) were added by BC Reg 230/2015, effective December 8, 2015.

(b) deliver to the regulator, no later than the filing of the short form prospectus,

(i) a copy of the short form prospectus, blacklined to show changes from the preliminary short form prospectus,

(ii) if the issuer has made an application to list the securities being distributed on an exchange in Canada, a copy of a communication in writing from the exchange stating that the application for listing has been made and has been accepted subject to the issuer meeting the requirements for listing of the exchange, and

(iii) a copy of any template version of the marketing materials required to be delivered under paragraph 7.6 (4) (c) or 7.8 (2) (c) of this Instrument or paragraph 13.7 (4) (c) or 13.12 (2) (c) of NI 41-101 that has not previously been delivered.

 Section 4.2.1 was enacted by BC Reg 86/2011, effective June 30, 2011.

 Section 4.3 (2) (a) BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

(a) U.S. GAAS, the unaudited financial statements may be reviewed in accordance with U.S. review standards,

 Section 4.3 (2) (a.1) was added by BC Reg 382/2010, effective January 1, 2011.

 Section 7.1 (part) BEFORE amended by BC Reg 178/2013, effective May 14, 2013.

 Solicitations of Expressions of Interest

7.1  The prospectus requirement does not apply to solicitations of expressions of interest before the filing of a preliminary short form prospectus for securities to be qualified for distribution under a short form prospectus in accordance with this Instrument, if

 Section 7.1 BEFORE re-enacted by BC Reg 197/2013, effective August 13, 2013.

 Solicitations of Expressions of Interest

7.1  The prospectus requirement does not apply to solicitations of expressions of interest before the issuance of a receipt for a preliminary short form prospectus for securities to be qualified for distribution under a short form prospectus in accordance with this Instrument, if

(a) the issuer has entered into an enforceable agreement with an underwriter who has, or underwriters who have, agreed to purchase the securities,

(b) the agreement referred to in paragraph (a) has fixed the terms of the distribution and requires that the issuer file a preliminary short form prospectus for the securities and obtain from the regulator a receipt, dated as of a date that is not more than four business days after the date that the agreement is entered into, for the preliminary short form prospectus,

(c) the issuer has issued and filed a news release announcing the agreement immediately upon entering into the agreement,

(d) upon issuance of a receipt for the preliminary short form prospectus, a copy of the preliminary short form prospectus is sent to each person or company who has expressed an interest in acquiring the securities, and

(e) except as provided in paragraph (a), no agreement of purchase and sale for the securities is entered into until the short form prospectus has been filed and a receipt obtained.

 Section 7.2 (part) BEFORE amended by BC Reg 178/2013, effective May 14, 2013.

 Solicitations of Expressions of Interest – Over-allotment Options

7.2  The prospectus requirement does not apply to solicitations of expressions of interest before the filing of a preliminary short form prospectus for securities to be issued pursuant to an over-allotment option that are qualified for distribution under a short form prospectus in accordance with this Instrument, if

 Section 7.2 BEFORE re-enacted by BC Reg 197/2013, effective August 13, 2013.

 Solicitations of Expressions of Interest – Over-allotment Options

7.2  The prospectus requirement does not apply to solicitations of expressions of interest before the issuance of a receipt for a preliminary short form prospectus for securities to be issued pursuant to an over-allotment option that are qualified for distribution under a short form prospectus in accordance with this Instrument, if

(a) the issuer has entered into an enforceable agreement with the underwriters who have agreed to purchase the securities offered under a short form prospectus, other than the securities issuable on the exercise of an over-allotment option,

(b) the agreement referred to in paragraph (a) has fixed the terms of the distribution and requires that the issuer file a preliminary short form prospectus for the securities and obtain from the regulator a receipt, dated as of a date that is not more than four business days after the date that the agreement is entered into, for the preliminary short form prospectus,

(c) the issuer has issued and filed a news release announcing the agreement immediately upon entering into the agreement,

(d) upon issuance of a receipt for the preliminary short form prospectus, a copy of the preliminary short form prospectus is sent to each person or company who has expressed an interest in acquiring the securities, and

(e) except as provided in paragraph (a), no agreement of purchase and sale for the securities is entered into until the short form prospectus has been filed and a receipt obtained.

[en. B.C. Reg. 59/2008, App. C, Sch. 1, s. 16.]

 Section 7.2 (c) BEFORE amended by BC Reg 70/2024, effective April 16, 2024.

(c) upon issuance of a receipt for the preliminary short form prospectus, a copy of the preliminary short form prospectus is sent to each person or company that, in response to the solicitation, expressed an interest in acquiring the securities, and

 Sections 7.3 to 7.8 were enacted by BC Reg 197/2013, effective August 13, 2013.

 Section 7.4 (2) (c) BEFORE amended by BC Reg 70/2024, effective April 16, 2024.

(c) upon issuance of a receipt for the preliminary short form prospectus, a copy of the preliminary short form prospectus is sent to each person or company that, in response to the solicitation, expressed an interest in acquiring the securities, and

 Section 7.5 (2) BEFORE amended by BC Reg 70/2024, effective April 16, 2024.

(2) A standard term sheet provided under subsection (1) must be dated and include the following legend, or words to the same effect, on the first page:

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorit[y/ies] in [each of/certain of the provinces/provinces and territories of Canada].

Copies of the preliminary short form prospectus may be obtained from [insert contact information for the investment dealer or underwriters]. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

 Section 7.6 (1) (g) BEFORE amended by BC Reg 70/2024, effective April 16, 2024.

(g) upon issuance of a receipt for the preliminary short form prospectus, a copy of the preliminary short form prospectus is sent to each person or company that received the marketing materials and expressed an interest in acquiring the securities.

 Section 7.6 (5) BEFORE amended by BC Reg 70/2024, effective April 16, 2024.

(5) Marketing materials provided under subsection (1) must be dated and include the following legend, or words to the same effect, on the first page:

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorit[y/ies] in [each of/certain of the provinces/provinces and territories of Canada]. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities.

There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

 Section 7.7 (3) (c) BEFORE amended by BC Reg 70/2024, effective April 16, 2024.

(c) upon issuance of a receipt for the preliminary prospectus, provide the investor with a copy of the preliminary prospectus and any amendment.

 Section 8.1 (4) BEFORE amended by BC Reg 111/2018, effective June 12, 2018.

(4) Except in Ontario, an exemption referred to in subsection (1) is granted under the statute referred to in Appendix B of National Instrument 14-101 Definitions opposite the name of the local jurisdiction.

 Form 44-101F1, instruction (3), (8) and (14) BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

(3) In determining the degree of detail required, a standard of materiality must be applied. Materiality is a matter of judgement in the particular circumstance, and is determined in relation to an item's significance to investors, analysts and other users of information. An item of information, or an aggregate of items, is considered material if it is probable that its omission or misstatement would influence or change an investment decision with respect to the issuer's securities. In determining whether information is material, take into account both quantitative and qualitative factors. The potential significance of items must be considered individually rather than on a net basis, if the items have an offsetting effect. This concept of materiality is consistent with the financial reporting notion of materiality contained in the Handbook.

(8) Where the term "issuer" is used, it may be necessary, in order to meet the requirement for full, true and plain disclosure of all material facts, to also include disclosure with respect to persons or companies that the issuer is required, under the issuer's GAAP, to consolidate, proportionately consolidate or account for using the equity method (for example, including "subsidiaries" as that term is used in the Handbook). If it is more likely than not that a person or company will become an entity that the issuer will be required, under the issuer's GAAP, to consolidate, proportionately consolidate or account for using the equity method, it may be necessary to also include disclosure with respect to the person or company.

(14) If an issuer discloses financial information in a short form prospectus in a currency other than the Canadian dollar, prominently disclose the currency in which the financial information is disclosed.

 Form 44-101F1, Item 1, section 1.3 BEFORE amended by BC Reg 139/2023, effective June 9, 2023.

"Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the secretary of the issuer at [insert complete address and telephone number], and are also available electronically at www.sedar.com."

 Form 44-101F1, Item 1, section 1.6 (2) and (3) BEFORE amended by BC Reg 178/2013, effective May 14, 2013.

(2)  If there is an over-allotment option or an option to increase the size of the distribution before closing,

(a) disclose that a purchaser who acquires securities forming part of the underwriters' over-allocation position acquires those securities under this short form prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases, and

(b) describe the terms of the option.

(3)  If the distribution of the securities is to be on a best efforts basis, provide totals for both the minimum and maximum subscriptions, if applicable.

 Form 44-101F1, Item 1, section 1.6 (2.1) was added by BC Reg 178/2013, effective May 14, 2013.

 Form 44-101F1, Item 1, section 1.6.1 BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

 Offering price in currency other than Canadian dollar

1.6.1  If the offering price of the securities being distributed is disclosed in a currency other than the Canadian dollar, disclose in boldface type the reporting currency.

 Form 44-101F1, Item 1, section 1.9 (2) BEFORE amended by BC Reg 178/2013, effective May 14, 2013.

(2)  Disclose any intention to stabilize the market and provide a cross-reference to the section in the short form prospectus where further information about market stabilization is provided.

 Form 44-101F1, Item 1, section 1.9.1 was enacted by BC Reg 70/2024, effective April 16, 2024.

 Form 44-101F1, Item 1, section 1.11 BEFORE replaced by BC Reg 178/2013, effective May 14, 2013.

 International Issuers

1.11  If the issuer, a selling securityholder, or any person or company required to provide a certificate under Part 5 of NI 41-101 or other securities legislation, is incorporated, continued, or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, state the following on the cover page or under a separate heading elsewhere in the short form prospectus, with the bracketed information completed:

"The [issuer, selling securityholder, person or company signing a certificate under Part 5 of NI 41-101 or securities legislation] is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada. Although [the person or company described above] has appointed [name(s) and addresses of agent(s) for service] as its agent(s) for service of process in [list jurisdictions] it may not be possible for investors to enforce judgments obtained in Canada against [the person or company described above]."

 Section BEFORE amended by BC Reg 70/2024, effective April 16, 2024.

 Form 44-101F1, Item 4, section 4.2 (2) BEFORE amended by BC Reg 178/2013, effective May 14, 2013.

(2)  If the closing of the distribution is subject to a minimum subscription, provide disclosure of the use of proceeds for the minimum and maximum subscriptions.

 Form 44-101F1, Item 4, section 4.2 (3) and (4) were added by BC Reg 178/2013, effective May 14, 2013.

 Form 44-101F1, Item 4, section 4.10 (1) BEFORE amended by BC Reg 178/2013, effective May 14, 2013.

(1)  If the short form prospectus is used to qualify the distribution of securities issued upon the exercise of special warrants or the exercise of other securities acquired on a short form prospectus-exempt basis, describe the principal purposes for which the proceeds of the short form prospectus-exempt financing were used or are to be used.

 Form 44-101F1, Item 5, Section 5.1 (a) BEFORE amended by BC Reg 197/2013, effective August 13, 2013.

(a) include a statement in substantially the following form, with the bracketed information completed and with modifications necessary to reflect the terms of the distribution:

"Under an agreement dated [insert date of agreement] between [insert name of issuer or selling securityholder] and [insert name(s) of underwriter(s)], as underwriter[s], [insert name of issuer or selling securityholder] has agreed to sell and the underwriter[s] [has/have] agreed to purchase on [insert closing date] the securities at a price of [insert offering price], payable in cash to [insert name of issuer or selling securityholder] against delivery. The obligations of the underwriter[s] under the agreement may be terminated at [its/their] discretion on the basis of [its/their] assessment of the state of the financial markets and may also be terminated upon the occurrence of certain stated events. The underwriter[s] [is/are], however, obligated to take up and pay for all of the securities if any of the securities are purchased under the agreement.", and

 Form 44-101F1, Item 6, Section 6.1(1) (c) BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

(c) the earnings coverage ratio based on the 12-month period ended on the last day of the most recently completed period for which interim financial statements of the issuer have been included in the short form prospectus.

 Form 44-101F1, Item 6, section 6.1(2) (b) (i) and (ii) BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

(i)  the issuance of all preferred shares issued since the date of the annual or interim financial statements, and

(ii)  the repurchase, redemption or other retirement of all preferred shares repurchased, redeemed, or otherwise retired since the date of the annual or interim financial statements and of all preferred shares to be repurchased, redeemed, or otherwise retired from the proceeds to be realized from the sale of securities under the short form prospectus;

 Form 44-101F1, Item 6, section 6.1(2) (c) BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

(c) the issuance of all long-term financial liabilities, as defined in accordance with the issuer's GAAP since the date of the annual or interim financial statements;

 Form 44-101F1, Item 6, section 6.1(2) (d) BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

(d) the repayment, redemption or other retirement of all long-term financial liabilities, as defined in accordance with the issuer's GAAP, since the date of the annual or interim financial statements and all long-term financial liabilities to be repaid or redeemed from the proceeds to be realized from the sale of securities distributed under the short form prospectus; and

 Form 44-101F1, item 6, section 6.1(2) (e) BEFORE repealed by BC Reg 382/2010, effective January 1, 2011.

(e) the servicing costs that were incurred, or are expected to be incurred, in relation to the adjustments.

 Form 44-101F1, Item 6, section 6.1(3) BEFORE repealed by BC Reg 382/2010, effective January 1, 2011.

(3)  If the issuer is distributing, or has outstanding, debt securities that are accounted for, in whole or in part, as equity, disclose in notes to the ratios required under subsection (1)

(a) that the ratios have been calculated excluding the carrying charges for those securities that have been reflected in equity in the calculation of the issuer's interest and dividend obligations;

(b) that if those securities had been accounted for in their entirety as debt for the purpose of calculating the ratios required under subsection (1), the entire amount of the annual carrying charges for those securities would have been reflected in the calculation of the issuer's interest and dividend obligations; and

(c) the earnings coverage ratios for the periods referred to in subsection (1), calculated as though those securities had been accounted for as debt.

 Form 44-101F1, Item 6, section 6.1(4) BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

(4)  If the earnings coverage ratio is less than one-to-one, disclose in the short form prospectus the dollar amount of the earnings required to achieve a ratio of one-to-one.

 Form 44-101F1, Item 6, section 6.1, instructions (2) to (7) BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

(2) Earnings coverage is calculated by dividing an entity's earnings (the numerator) by its interest and dividend obligations (the denominator).

(3) For the earnings coverage calculation

(a) the numerator should be calculated using consolidated net income before interest and income taxes;

(b) imputed interest income from the proceeds of a distribution should not be added to the numerator;

(c) an issuer may also present, as supplementary disclosure, a coverage calculation based on earnings before discontinued operations and extraordinary items;

(d) for distributions of debt securities, the appropriate denominator is interest expense determined in accordance with the issuer's GAAP, after giving effect to the new debt issue and any retirement of obligations, plus the amount of interest that has been capitalized during the period;

(e) for distributions of preferred shares

(i) the appropriate denominator is dividends declared during the period, together with undeclared dividends on cumulative preferred shares, after giving effect to the new preferred share issue, plus the issuer's annual interest requirements, including the amount of interest that has been capitalized during the period, less any retirement of obligations, and

(ii) dividends should be grossed-up to a before-tax equivalent using the issuer's effective income tax rate; and

(f) for distributions of both debt securities and preferred shares, the appropriate denominator is the same as for a preferred share issue, except that the denominator should also reflect the effect of the debt being offered pursuant to the short form prospectus.

(4) The denominator represents a pro forma calculation of the aggregate of an issuer's interest obligations on all long-term debt and dividend obligations (including both dividends declared and undeclared dividends on cumulative preferred shares) with respect to all outstanding preferred shares, as adjusted to reflect

(a) the issuance of all long-term debt and, in addition in the case of an issuance of preferred shares, all preferred shares issued, since the date of the annual or interim financial statements;

(b) the issuance of the securities that are to be distributed under the short form prospectus, based on a reasonable estimate of the price at which these securities will be distributed;

(c) the repayment or redemption of all long-term debt since the date of the annual or interim financial statements, all long-term debt to be repaid or redeemed from the proceeds to be realized from the sale of securities under the short form prospectus and, in addition, in the case of an issuance of preferred shares, all preferred shares repaid or redeemed since the date of the annual or interim financial statements and all preferred shares to be repaid or redeemed from the proceeds to be realized from the sale of securities under the short form prospectus; and

(d) the servicing costs that were incurred, or will be incurred, in relation to the above adjustments.

(5) In certain circumstances, debt obligations may be classified as current liabilities because such obligations, by their terms, are due on demand, are due within one year, or are callable by the creditor. If the issuer is distributing, or has outstanding, debt securities that are classified as current liabilities, disclose

(a) in the notes to the ratios required under subsection 6.1 (1) that the ratios have been calculated excluding the carrying charges for those debt securities reflected as current liabilities;

(b) that if those debt securities had been classified in their entirety as long term debt for the purposes of calculating the ratios under subsection 6.1 (1), the entire amount of the annual carrying charges for such debt securities would have been reflected in the calculation of the issuer's interest and dividend obligations; and

(c) the earnings coverage ratios for the periods referred to in subsection 6.1 (1), calculated as though those debt securities had been classified as long term debt.

(6) For debt securities, disclosure of earnings coverage shall include language similar to the following, with the bracketed and bulleted information completed:

"[Name of the issuer]'s interest requirements, after giving effect to the issue of [the debt securities to be distributed under the short form prospectus], amounted to $• for the 12 months ended •. [Name of the issuer]'s earnings before interest and income tax for the 12 months then ended was $•, which is • times [name of the issuer]'s interest requirements for this period."

(7) For preferred share issues, disclosure of earnings coverage shall include language similar to the following, with the bracketed and bulleted information completed:

"[Name of the issuer]'s dividend requirements on all of its preferred shares, after giving effect to the issue of [the preferred shares to be distributed under the short form prospectus], and adjusted to a before-tax equivalent using an effective income tax rate of •%, amounted to $• for the 12 months ended •. [Name of the issuer]'s interest requirements for the 12 months then ended amounted to $•. [Name of the issuer]'s earnings before interest and income tax for the 12 months ended • was $•, which is • times [name of the issuer]'s aggregate dividend and interest requirements for this period."

 Form 44-101F1, Item 7, section 7.3(3) (b) BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

(b) income and losses from the pool for the period presented on at least an annual basis or such shorter period as is reasonable given the nature of the underlying pool of assets,

 Form 44-101F1, Item 7, section 7.6(part) BEFORE amended by BC Reg 178/2013, effective May 14, 2013.

 Special Warrants, etc.

7.6  If the short form prospectus is used to qualify the distribution of securities issued upon the exercise of special warrants or other securities acquired on a prospectus-exempt basis, disclose that holders of such securities have been provided with a contractual right of rescission and provide the following disclosure in the short form prospectus, with the bracketed information completed:

 Form 44-101F1, Item 7, section 7.9 BEFORE re-enacted by BC Reg 78/2012, effective April 20, 2012.

 Ratings

7.9  If the issuer has asked for and received a stability rating, or if the issuer is aware that it has received any other kind of rating, including a provisional rating, from one or more approved rating organizations for the securities being distributed and the rating or ratings continue in effect, disclose

(a) each security rating, including a provisional rating or stability rating, received from an approved rating organization,

(b) the name of each approved rating organization that has assigned a rating for the securities to be distributed,

(c) a definition or description of the category in which each approved rating organization rated the securities to be distributed and the relative rank of each rating within the organization's overall classification system,

(d) an explanation of what the rating addresses and what attributes, if any, of the securities to be distributed are not addressed by the rating,

(e) any factors or considerations identified by the approved rating organization as giving rise to unusual risks associated with the securities to be distributed,

(f) a statement that a security rating or a stability rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the rating organization, and

(g) any announcement made by, or any proposed announcement known to the issuer that is to be made by, an approved rating organization to the effect that the organization is reviewing or intends to revise or withdraw a rating previously assigned and required to be disclosed under this section.

INSTRUCTION: There may be factors relating to a security that are not addressed by a ratings agency when they give a rating. For example, in the case of cash settled derivatives, factors in addition to the creditworthiness of the issuer, such as the continued subsistence of the underlying interest or the volatility of the price, value or level of the underlying interest may be reflected in the rating analysis. Rather than being addressed in the rating itself, these factors may be described by an approved rating organization by way of a superscript or other notation to a rating. Any such attributes must be discussed in the disclosure under this section.

 Form 44-101F1, Item 7, section 7.9 (part) BEFORE amended by BC Reg 179/2013, effective May 31, 2013.

7.9  (1)  If the issuer has asked for and received a credit rating, or if the issuer is aware that it has received any other kind of rating, including a stability rating or a provisional rating, from one or more credit rating organizations for securities of the issuer that are outstanding, or will be outstanding, and the rating or ratings continue in effect, disclose

 Form 44-101F1, Item 7A, section 7A.1 BEFORE amended by BC Reg 178/2013, effective May 14, 2013.

 Prior Sales

7A.1  For each class of securities of the issuer distributed under the short form prospectus and for securities that are convertible into those classes of securities, state, for the 12-month period before the date of the short form prospectus,

(a) the price at which the securities have been issued or are to be issued by the issuer or selling securityholder,

(b) the number of securities issued at that price, and

(c) the date on which the securities were issued.

 Form 44-101F1, Item 7A, section 7A.2 (1) and (2) BEFORE amended by BC Reg 178/2013, effective May 14, 2013.

 Trading Price and Volume

7A.2  (1)  For each class of securities of the issuer that is traded or quoted on a Canadian marketplace, identify the marketplace and the price ranges and volume traded or quoted on the Canadian marketplace on which the greatest volume of trading or quotation generally occurs.

(2)  If a class of securities of the issuer is not traded or quoted on a Canadian marketplace, but is traded or quoted on a foreign marketplace, identify the foreign marketplace and the price ranges and volume traded or quoted on the foreign marketplace on which the greatest volume or quotation generally occurs.

 Form 44-101F1, Item 11, section 11.1(1), paragraph 3 BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

3. The issuer's interim financial statements most recently filed or required to have been filed under the applicable CD rule in respect of an interim period, if any, subsequent to the financial year in respect of which the issuer has filed its current annual financial statements or has included annual financial statements in the short form prospectus, and the related interim MD&A.

 Form 44-101F1, Item 11, section 11.1 (2) BEFORE amended by BC Reg 178/2013, effective May 14, 2013.

(2)  In the statement incorporating the documents listed in subsection (1) by reference in a short form prospectus, clarify that the documents are not incorporated by reference to the extent their contents are modified or superseded by a statement contained in the short form prospectus or in any other subsequently filed document that is also incorporated by reference in the short form prospectus.

 Form 44-101F1, Item 11, section 11.1 (3) was added by BC Reg 178/2013, effective May 14, 2013.

 Form 44-101F1, Item 11, section 11.3 (2) and Instruction BEFORE replaced by BC Reg 178/2013, effective May 14, 2013.

(2)  If the issuer does not have a current AIF or current annual financial statements and is relying on the exemption in subsection 2.7 (2) of the Instrument, include the disclosure, including financial statements, provided in accordance with Item 14.2 or 14.5 of Form 51-102F5 in the information circular referred to in paragraph 2.7 (2) (b) of the Instrument.

INSTRUCTION: If an issuer is required to include disclosure under subsection (2), it must include the historical financial statements of any entity that was a party to the restructuring transaction and any other information contained in the information circular that was used to construct financial statements for the issuer.

 Form 44-101F1, Item 11, section 11.5 was added by BC Reg 178/2013, effective May 14, 2013.

 Form 44-101F1, Item 11, Section 11.6 was added by BC Reg 197/2013, effective August 13, 2013.

 Form 44-101F1, Item 11, Section 11.6 (3) (b) (ii) BEFORE amended by BC Reg 139/2023, effective June 9, 2023.

(ii) the revised template version of the marketing materials can be viewed under the issuer's profile on www.sedar.com.

 Form 44-101F1, Item 13, section 13.1 (1) (c) and (g) BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

(c) a subsidiary is a "finance subsidiary" if it has minimal assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the security being distributed and any other securities guaranteed by its parent entity,

(g) "summary financial information" includes the following line items:

(i)  sales or revenues;

(ii)  income from continuing operations;

(iii)  net earnings or loss; and

(iv)  unless the issuer's GAAP permits the preparation of the credit support issuer's balance sheet without classifying assets and liabilities between current and non-current and the credit support issuer provides alternative meaningful financial information which is more appropriate to the industry,

(A)  current assets;

(B)  non-current assets;

(C)  current liabilities; and

(D)  non-current liabilities.

 Form 44-101F1, Item 13, section 13.1 instruction after subsection (1) was added by BC Reg 382/2010, effective January 1, 2011.

 Form 44-101F1, Item 13, section 13.2 (f) (ii) (part) BEFORE amended by BC Reg 382/2010, effective January 1, 2011.

(ii)  for the periods covered by the parent credit supporter's interim and annual consolidated financial statements included in the short form prospectus under section 12.1, consolidating summary financial information for the parent credit supporter presented with a separate column for each of the following:

 Form 44-101F1, Item 15, section 15.3 BEFORE amended by BC Reg 178/2013, effective May 14, 2013.

 Exemption

15.3  Sections 15.1 and 15.2 do not apply to a person or company if the disclosure regarding that person or company required under section 15.2 is already disclosed in the issuer's current AIF.

 Form 44-101F1, Item 20, section 20.1 BEFORE amended by BC Reg 178/2013, effective May 14, 2013.

 General

20.1  Include a statement in substantially the following form, with the bracketed information completed:

"Securities legislation in [certain of the provinces [and territories] of Canada/the Province of [insert name of local jurisdiction, if applicable]] provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. [In several of the provinces/provinces and territories,] [T/t]he securities legislation further provides a purchaser with remedies for rescission [or[, in some jurisdictions,] revisions of the price of damages] if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission [, revision of the price or damages] are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province [or territory]. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province [or territory] for the particulars of these rights or consult with a legal adviser."

 Form 44-101F1, Item 20, section 20.3 was added by BC Reg 178/2013, effective May 14, 2013.

 Form 44-101F1, Item 20, section 20.1.1 was enacted by BC Reg 70/2024, effective April 16, 2024.

 Form 44-101F1, Item 20, section 20.2.1 was enacted by BC Reg 70/2024, effective April 16, 2024.