Section 1.1 (1) (a) and (b) definition of "private mutual fund", BEFORE amended by BC Reg B.C. Reg. 67/2015, effective May 5, 2015.

"private mutual fund" means

(a) a private investment club referred to in section 2.20 of National Instrument 45-106 Prospectus and Registration Exemptions, or

(b) a private investment fund referred to in section 2.21 of National Instrument 45-106 Prospectus and Registration Exemptions;

 Section 1.1, definitions of "acquiror", "acquiror's securities", "economic exposure", "NI 62-104" and "securities lending arrangement" were added by BC Reg 106/2016, effective May 9, 2016.

 Section 1.1, definitions of "associate", "early warning requirements" and "moratorium provisions" BEFORE amended by BC Reg 106/2016, effective May 9, 2016.

"associate" has the meaning ascribed to that term in section 1.1 of MI 62-104 and, in Ontario, has the meaning ascribed under paragraphs (a.1) to (f) of the definition of "associate" in subsection 1 (1) of the Securities Act (Ontario);

"early warning requirements" means the requirements set out in subsections 5.2 (1) and (2) of MI 62-104 and, in Ontario, subsections 102.1 (1) and (2) of the Securities Act (Ontario);

"formal bid"

(a) means a take-over bid or issuer bid made in accordance with Part 2 of MI 62-104, and

(b) in Ontario, has the meaning ascribed to that term in subsection 89 (1) of the Securities Act (Ontario);

"moratorium provisions" means the provisions set out in subsection 5.2 (3) of MI 62-104 and, in Ontario, subsection 102.1 (3) of the Securities Act (Ontario);

 Section 1.1, definitions of "MI 62-104", "offeror" and "offeror's securities" BEFORE repealed by BC Reg 106/2016, effective May 9, 2016.

"MI 62-104" means Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids;

"offeror" has the meaning ascribed to that term in section 1.1 of MI 62-104 and, in Ontario, subsection 89 (1) of the Securities Act (Ontario);

"offeror's securities" has the meaning ascribed to that term in section 1.1 of MI 62-104 and, in Ontario, subsection 89 (1) of the Securities Act (Ontario);

 Section 1.1 (1) definition of "financial institution", paragraph (c) BEFORE amended by BC Reg 209/2023, effective September 13, 2023.

(c) a credit institution, within the meaning of European Union Directive 77/780/EEC, whose home member state for purposes of that European Union Directive is France, Germany, Italy or the United Kingdom of Great Britain and Northern Ireland;

 Section 1.1 (1) definition of "financial institution", paragraph (d) was added by BC Reg 209/2023, effective September 13, 2023.

 Section 3.1 BEFORE re-enacted by BC Reg 106/2016, effective May 9, 2016.

 Section 3.2 BEFORE amended by BC Reg 106/2016, effective May 9, 2016.

 Section 3.3 before amended by BC Reg B.C. Reg. 176/2014, effective September 22, 2014

 Section 4.2 BEFORE amended by BC Reg 106/2016, effective May 9, 2016.

 Section 4.3 (2) BEFORE amended by BC Reg 106/2016, effective May 9, 2016.

(2) The news release and report required by subsection (1) shall contain the information required by Appendix F.

 Section 4.7 (1) BEFORE amended by BC Reg 106/2016, effective May 9, 2016.

(1) A report filed under this Part shall contain the information required by Appendix G.

 Section 5.1 (b) BEFORE amended by BC Reg 106/2016, effective May 9, 2016.

(b) the business unit is not a joint actor with any other business unit with respect to the securities, determined without regard to the provisions of securities legislation that deem an affiliate, and presume an associate, to be acting jointly or in concert with an offeror;

 Section 8.2 (part) BEFORE amended by BC Reg 106/2016, effective May 9, 2016.

(1) Despite subsection 8.1 (2), for securities that are controlled by a person or company as a pledgee, and any securities into which those securities are convertible, exercisable or exchangeable, in either case that are or were pledged, mortgaged or otherwise encumbered as collateral for a debt, under a written pledge agreement and in the ordinary course of the business of the person or company, the person or company is exempt from the applicable provisions, and those securities are not required to be taken into account for the purposes of securities legislation related to the applicable definitions, even if the person or company is legally entitled to dispose of the securities as pledgee for the purpose of applying proceeds of realization in repayment of the secured debt, if

 Section 9.1 (1) BEFORE amended by BC Reg B.C. Reg. 104/2010, effective April 30, 2010

(1)  Subject to subsections (3) and (4), an eligible institutional investor is exempt from the insider reporting requirement for a reporting issuer if

 Section 9.1 (1) (a.1) was added by BC Reg B.C. Reg. 104/2010, effective April 30, 2010

 Section 9.1 (3.1) was added by BC Reg B.C. Reg. 104/2010, effective April 30, 2010

 Section 9.1 (1) (part) BEFORE amended by BC Reg 106/2016, effective May 9, 2016.

(1) Subject to subsections (3), (3.1) and (4), an eligible institutional investor is exempt from the insider reporting requirement for a reporting issuer if

 Section 9.1 (3) BEFORE repealed by BC Reg 106/2016, effective May 9, 2016.

(3) Despite subsection (1), an eligible institutional investor that is filing reports under the early warning requirements for a reporting issuer, and whose securityholding percentage in a class of voting or equity securities of the reporting issuer decreases by two percent or more, may rely upon the exemption contained in subsection (1) for the reporting issuer only if

(a) the eligible institutional investor treats the decrease as a change in a material fact for the purposes of securities legislation pertaining to the early warning requirements; or

(b) the decrease arose without any action being taken by the eligible institutional investor and solely from an increase in outstanding securities that occurred as a result of treasury issuances of securities by the reporting issuer, and the eligible institutional investor has not undertaken any transaction in respect of the class of securities since the decrease.

 Appendix D BEFORE amended by BC Reg 106/2016, effective May 9, 2016.

Appendix D

[en. B.C. Reg. 21/2008, Sch C, s. 5.]

Beneficial Ownership

 Appendix E BEFORE repealed by BC Reg 106/2016, effective May 9, 2016.

Appendix E

[am. B.C. Reg. 21/2008, Sch. C, s. 5, 6.]

Required Disclosure in News Release Filed under
Early Warning Requirements

1  For each class of securities involved in a transaction or occurrence giving rise to an obligation to file a news release under the early warning requirements and, if applicable, for each class of voting or equity securities into which the securities of the class are convertible, exercisable or exchangeable, the news release shall include:

(a) the name and address of the offeror;

(b) the designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities of which the offeror acquired ownership or control in the transaction or occurrence giving rise to the obligation to file the news release, and whether it was ownership or control that was acquired in those circumstances;

(c) the designation and number or principal amount of securities and the offeror's securityholding percentage in the class of securities immediately after the transaction or occurrence giving rise to obligation to file the news release;

(d) the designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph (c) over which

(i) the offeror, either alone or together with any joint actors, has ownership and control,

(ii) the offeror, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the offeror or any joint actor, and

(iii) the offeror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership;

(e) the name of the market in which the transaction or occurrence that gave rise to the news release took place;

(e.1) the value, in Canadian dollars, of any consideration offered per security if the offeror acquired ownership of a security in the transaction or occurrence giving rise to the obligation to file a news release;

(f) the purpose of the offeror and any joint actors in effecting the transaction or occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer;

(g) the general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the offeror, or any joint actor, and the issuer of the securities or any other entity in connection with the transaction or occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities;

(h) the names of any joint actors in connection with the disclosure required by this Appendix;

(i) in the case of a transaction or occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value, in Canadian dollars, of the consideration paid by the offeror;

(j) if applicable, a description of any change in any material fact set out in a previous report by the entity under the early warning requirements or Part 4 in respect of the reporting issuer's securities;

(k) if applicable, a description of the exemption from securities legislation being relied on by the offeror and the facts supporting that reliance.

2  Despite paragraph (1) (b), an offeror may omit the securityholding percentage from a news release if it is included in the corresponding report filed under the early warning requirements and the change in percentage would represent less than 1 percent of the class.

3  A news release may also include

(a) information in addition to that required by this Instrument; and

(b) a declaration that the issuance of the news release is not an admission that an entity named in the news release owns or controls any described securities or is a joint actor with another named entity.

 Appendix F BEFORE repealed by BC Reg 106/2016, effective May 9, 2016.

Appendix F

Required Disclosure in News Release and Report Filed by
an Eligible Institutional Investor under Section 4.3

1  For each class of securities involved in an occurrence giving rise to an obligation to file a news release under section 4.3 and, if applicable, for each class of voting or equity securities into which the securities of the class are convertible, exercisable or exchangeable, the news release shall include:

(a) a statement that the eligible institutional investor is ceasing to file reports under Part 4 for the reporting issuer;

(b) the reasons for doing so;

(c) the name and address of the eligible institutional investor;

(d) the designation and number or principal amount of securities and the eligible institutional investor's securityholding percentage in the class of securities immediately after the occurrence giving rise to obligation to file the news release;

(e) the designation and number or principal amount of securities and the percentage of outstanding securities of the class of securities referred to in paragraph (d) over which

(i) the eligible institutional investor, either alone or together with any joint actors, has ownership and control,

(ii) the eligible institutional investor, either alone or together with any joint actors, has ownership but control is held by other persons or companies other than the eligible institutional investor or any joint actor, and

(iii) the eligible institutional investor, either alone or together with any joint actors, has exclusive or shared control but does not have ownership;

(f) the purpose of the eligible institutional investor and any joint actors in effecting the occurrence that gave rise to the news release, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer;

(g) the general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the eligible institutional investor, or any joint actor, and the issuer of the securities or any other entity in connection with the occurrence giving rise to the news release, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities;

(h) the names of any joint actors in connection with the disclosure required by this Appendix;

(i) in the case of an occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, the nature and value of the consideration paid by the eligible institutional investor; and

(j) if applicable, a description of any change in any material fact set out in a previous report by the eligible institutional investor under the early warning requirements or Part 4 in respect of the reporting issuer's securities.

2  A news release may also include

(a) information in addition to that required by this Instrument; and

(b) a declaration that the issuance of the news release is not an admission that an entity named in the news release owns or controls any described securities or is a joint actor with another named entity.

 Appendix G BEFORE repealed by BC Reg 106/2016, effective May 9, 2016.

Appendix G

Required Disclosure in Report Filed by
an Eligible Institutional Investor under Part 4

1  For each class of securities required to be reported upon under Part 4, a report shall include:

(a) the name and address of the eligible institutional investor;

(b) the net increase or decrease in the number or principal amount of securities, and in the eligible institutional investor's securityholding percentage in the class of securities, since the last report filed by the eligible institutional investor under Part 4 or the early warning requirements;

(c) the designation and number or principal amount of securities and the eligible institutional investor's securityholding percentage in the class of securities at the end of the month for which the report is made;

(d) the designation and number or principal amount of securities and the percentage of outstanding securities referred to in paragraph (c) over which

(i) the eligible institutional investor, either alone or together with any joint actors, has ownership and control,

(ii) the eligible institutional investor, either alone or together with any joint actors, has ownership but control is held by other entities other than the eligible institutional investor or any joint actor, and

(iii) the eligible institutional investor, either alone or together with any joint actors, has exclusive or shared control but does not have ownership;

(e) the purpose of the eligible institutional investor and any joint actors in acquiring or disposing of ownership of, or control over, the securities, including any future intention to acquire ownership of, or control over, additional securities of the reporting issuer;

(f) the general nature and the material terms of any agreement, other than lending arrangements, with respect to securities of the reporting issuer entered into by the eligible institutional investor, or any joint actor, and the issuer of the securities or any other entity in connection with any transaction or occurrence resulting in the change in ownership or control giving rise to the report, including agreements with respect to the acquisition, holding, disposition or voting of any of the securities;

(g) the names of any joint actors in connection with the disclosure required by this Appendix;

(h) if applicable, a description of any change in any material fact set out in a previous report by the eligible institutional investor under the early warning requirements or Part 4 in respect of the reporting issuer's securities; and

(i) a statement that the eligible institutional investor is eligible to file reports under Part 4 in respect of the reporting issuer.

2  Despite paragraph (1) (b), an eligible institutional investor may omit the securityholding percentage from a report if the change in percentage is less than 1 percent of the class.

3  A report may also include

(a) information in addition to that required by this Instrument; and

(b) a declaration that the filing of the report is not an admission that an entity named in the report owns or controls any described securities or is a joint actor with another named entity.

 Form 62-103F1 was enacted by BC Reg 106/2016, effective May 9, 2016.

 Form 62-103F2 was enacted by BC Reg 106/2016, effective May 9, 2016.