GENERAL

CONTENTS Sections Subsidiary Body Corporate Holding Shares of Holding Corporation 23-23.3 Shareholder Proposals 23.4 “Resident Canadian” Class of Persons Prescribed 26 Proxies and Proxy Solicitation — Form of Proxy 27-29.3 Management Information Circular 30-31 Dissident’s Information Circular 32 Contents of Dissident’s Information Circular 33-36 Information Circulars — General 37 Financial Statements in Information Circular 38-39.1 Auditors and Financial Statements 40-42 General 43-66 1.-18. Revoked: O. Reg. 403/21, s. 1. 19. Revoked: O. Reg. 400/95, s. 2. 20.-22.1 Revoked: O. Reg. 403/21, s. 1. Subsidiary Body Corporate Holding Shares of Holding Corporation 23. In sections 23.1, 23.2 and 23.3, “delivery shares” means shares issued by a corporation to one of its subsidiary bodies corporate for the purposes of an acquisition under subsection 29 (9) of the Act. O. Reg. 59/07, s. 3. 23.1 The following conditions are prescribed for the purposes of subsection 29 (9) of the Act: 1. The consideration received by the corporation for the delivery shares must be equal to the fair market value of those shares at the time of their issuance. 2. The class of shares of which the delivery shares are a part must be widely held and shares of that class must be actively traded on any of the following stock exchanges in Canada: i. The TSX Venture Exchange. ii. The Toronto Stock Exchange. 3. The sole purpose of effecting the acquisition by the subsidiary body corporate of delivery shares is to transfer them to the shareholders of another body corporate. 4. Immediately before the acquisition of the delivery shares by the subsidiary body corporate, the other body corporate and its shareholders must deal at arm’s length, as determined under the Income Tax Act (Canada), with the corporation and the subsidiary body corporate. 5. Immediately before the acquisition of the delivery shares by the subsidiary body corporate, the subsidiary body corporate and the other body corporate must not be resident in Canada for the purposes of the Income Tax Act (Canada). O. Reg. 59/07, s. 3. 23.2 The following conditions are prescribed for the purposes of subsection 29 (10) of the Act: 1. The subsidiary body corporate shall acquire the delivery shares in trust for the shareholders of the other body corporate, such that the beneficial interest in the delivery shares is acquired by those shareholders and not by the subsidiary body corporate. 2. Immediately after the acquisition of the delivery shares by the subsidiary body corporate, the subsidiary body corporate shall transfer the delivery shares to the shareholders of the other body corporate. 3. Immediately after the transfer of the delivery shares to the shareholders of the other body corporate, the subsidiary body corporate and the other body corporate must not be resident in Canada for the purposes of the Income Tax Act (Canada). 4. Immediately after the transfer of the delivery shares to the shareholders of the other body corporate, the other body corporate must be a subsidiary body corporate of the subsidiary body corporate. O. Reg. 59/07, s. 3. 23.3 (1) If a condition prescribed for the purposes of subsection 29 (9) or (10) of the Act was not met, the following consequences apply for the purposes of subsection 29 (11) of the Act: 1. The corporation shall, i. cancel the delivery shares, or ii. if the articles of the corporation limit the number of authorized shares, restore the delivery shares to the status of authorized but unissued shares. 2. The corporation shall return the consideration received by it for the delivery shares to the subsidiary body corporate. 3. The corporation shall cancel the entry for the consideration in the stated capital account for the class of shares of which the delivery shares were a part. O. Reg. 59/07, s. 3. (2) The corporation shall fulfil the requirements set out in paragraphs 1, 2 and 3 of subsection (1) within 30 days after the day the unmet condition was required to have been met. O. Reg. 59/07, s. 3. Shareholder Proposals 23.4 For the purposes of subsection 99 (3.1) of the Act, the proposal referred to in subsection 99 (2) of the Act and the statement referred to in subsection 99 (3) of the Act shall together not exceed 500 words. O. Reg. 59/07, s. 3. 24.-25. Revoked: O. Reg. 403/21, s. 1. “Resident Canadian” Class of Persons Prescribed 26. For the purposes of clause (b) of the definition of “resident Canadian” in subsection 1 (1) of the Act, the following classes of persons are prescribed: 1. Full-time employees of the Government of Canada, a province or a territory of Canada or of an agency of any such government or of a federal or provincial crown corporation. 2. Full-time employees of a body corporate, i. of which more than 50 per cent of the voting securities are beneficially owned or over which control or direction is exercised by resident Canadians, or ii. a majority of directors of which are resident Canadians, where the principal reason for the residence outside Canada is to act as such employees. 3. Full-time students at a university outside of Canada or at another educational institution outside of Canada recognized by the province. 4. Full-time employees of an international association or organization of which Canada is a member. 5. Persons who were, at the time of reaching their 60th birthday, ordinarily resident in Canada and have been resident outside of Canada since that time. R.R.O. 1990, Reg. 62, s. 26; O. Reg. 400/95, s. 3. Proxies and Proxy Solicitation — Form of Proxy 27. (1) A form of proxy required by section 111 and subsection 112 (2) of the Act to be sent to shareholders and to be filed with the Commission shall indicate in bold-face type, (a) the meeting at which it is to be used; and (b) whether the proxy is solicited by or on behalf of the management of the offering corporation, and shall provide a designated blank space for dating the form of proxy and if the date is not inserted in the space the proxy shall be deemed to be dated on the day on which it is mailed. R.R.O. 1990, Reg. 62, s. 27 (1). (2) A form of proxy shall indicate in bold-face type that the shareholder may appoint a proxyholder other than any person designated in the form of proxy to attend and act on the shareholder’s behalf at the meeting and shall contain instructions as to the manner in which the shareholder may do so. R.R.O. 1990, Reg. 62, s. 27 (2). (3) If a form of proxy shows a person as designated proxyholder, it shall provide a means for the shareholder to designate some other person as proxyholder. R.R.O. 1990, Reg. 62, s. 27 (3). (4) A form of proxy shall provide a means for the shareholder to specify that the shares registered in the shareholder’s name shall be voted for or against each matter or group of related matters identified in the notice of meeting, a management information circular, a dissident’s information circular or a proposal under section 99 of the Act, other than the appointment of an auditor, the remuneration of the auditor and the election of directors. R.R.O. 1990, Reg. 62, s. 27 (4). (5) A form of proxy may confer authority as to a matter for which a choice is not specified by the shareholder in accordance with subsection (4) if the form of proxy, the management information circular or the dissident’s information circular states in bold-face type how the proxyholder will vote the shares in respect of each matter or group of related matters. R.R.O. 1990, Reg. 62, s. 27 (5). (6) A form of proxy shall provide a means for the shareholder to specify that the shares registered in the shareholder’s name shall be voted or withheld from voting in respect of the appointment of an auditor, the remuneration of the auditor or the election of directors. R.R.O. 1990, Reg. 62, s. 27 (6). (7) A form of proxy, a management information circular or a dissident’s information circular shall state that the shares represented by the proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and that, if the shareholder specifies a choice with respect to any matter to be acted upon, the shares shall be voted accordingly. R.R.O. 1990, Reg. 62, s. 27 (7). (8) Subsections (2) to (7) apply only to forms of proxy required by section 111 and subsection 112 (2) of the Act. R.R.O. 1990, Reg. 62, s. 27 (8). 28. (1) Discretionary authority may be conferred by way of a form of proxy in respect of amendments or variations to matters identified in the notice of meeting or other matters that may properly come before the meeting where, (a) the person by or on whose behalf the solicitation is made is not aware within a reasonable time before the solicitation that the amendments or other matters are to be presented for action at the meeting; and (b) the form of proxy, the management information circular or the dissident’s information circular states specifically that it confers such discretionary authority. R.R.O. 1990, Reg. 62, s. 28 (1). (2) Authority to vote shall not be conferred, (a) in respect of the appointment of an auditor or the election of a director unless a good faith proposed nominee for the appointment or election is named in the form of proxy, a management information circular, a dissident’s information circular or a proposal under section 99 of the Act; or (b) at any meeting other than the meeting specified in the notice of meeting or any adjournment thereof. R.R.O. 1990, Reg. 62, s. 28 (2). (3) This section applies only to forms of proxy required by section 111 and subsection 112 (2) of the Act. R.R.O. 1990, Reg. 62, s. 28 (3). 29. A form of proxy, other than that required by section 111 and subsection 112 (2) of the Act, shall indicate, (a) the meeting at which it is to be used; (b) whether the proxy is solicited by or on behalf of management of the corporation; and (c) the powers granted under the proxy. R.R.O. 1990, Reg. 62, s. 29. 29.1 For the purposes of clause (i) of the definition of “solicit” and “solicitation” in section 109 of the Act, a prescribed public announcement is a public announcement that is made by, (a) a speech in a public forum; or (b) a press release, an opinion, a statement or an advertisement, (i) provided through a broadcast medium or by a telephonic, electronic or other communication facility, or (ii) appearing in a newspaper, a magazine or another publication generally available to the public. O. Reg. 59/07, s. 4. 29.2 (1) For the purposes of clause (j) of the definition of “solicit” and “solicitation” in section 109 of the Act, a communication made to shareholders of the corporation is not included in the meaning of “solicit” or “solicitation”, (a) in the situation where the person making the communication does not seek, directly or indirectly, the power to act as a proxy for a shareholder; (b) in the set of circumstances set out in subsection (2); and (c) in the set of circumstances set out in subsection (3). O. Reg. 59/07, s. 4. (2) The following comprise the set of circumstances referred to in clause (1) (b): 1. The communication is, i. a communication concerning the business and affairs, or the management of the business and affairs, of the corporation, an example of which would be a communication concerning proposals contained in a management proxy circular, or ii. a communication concerning the organization of a dissident’s proxy solicitation. 2. The communication is made by one or more shareholders of the corporation. 3. In the case of a communication referred to in subparagraph 1 i, the communication is not made by, i. a shareholder who is an officer or director of the corporation, or who serves in a similar capacity, if the communication is financed directly or indirectly by the corporation, ii. a shareholder who is a nominee, or who proposes a nominee, for election as a director, if the communication relates to the election of directors, iii. a shareholder whose communication is in opposition to an amalgamation, arrangement, consolidation or other transaction recommended or approved by the board of directors of the corporation and who is proposing or intends to propose an alternative transaction to which the shareholder or an affiliate or associate of the shareholder is a party, iv. a shareholder who, because of a material interest in the subject-matter to be voted on at a shareholders’ meeting, is likely to receive a benefit from the approval or non-approval of the subject-matter, which benefit would not be shared rateably by all other holders of the same class of shares and does not arise from the shareholder’s employment with the corporation, or v. a person acting on behalf of a shareholder described in any of subparagraphs i to iv. 4. None of the shareholders making the communication nor a person acting on behalf of any of them sends a form of proxy to any of the shareholders to whom the communication is made. O. Reg. 59/07, s. 4. (3) The following comprise the set of circumstances referred to in clause (1) (c): 1. The communication is made to shareholders of the corporation, as clients, by a person who gives financial, corporate governance or proxy voting advice in the ordinary course of business. 2. The communication concerns proxy voting advice. 3. The person making the communication discloses to the shareholders to whom the communication is made, i. every significant relationship between the person and, A. the corporation, B. any of the affiliates of the corporation, or C. a registered holder or beneficial owner of shares who has submitted a proposal pursuant to subsection 99 (1) of the Act, and ii. the material interest, if any, that the person has in relation to each matter on which the communication gives advice. 4. If the person making the communication receives any special commission or remuneration for giving the proxy voting advice, he or she receives it only from the shareholder or shareholders receiving the advice. 5. The proxy voting advice is not given on behalf of, i. a person soliciting proxies, or ii. a nominee for election as a director of the corporation. O. Reg. 59/07, s. 4. 29.3 The following circumstances are prescribed for the purposes of subsection 112 (1.2) of the Act: 1. The solicitation conveyed by public broadcast, speech or publication contains the information described in paragraphs 1 to 6 and 8 of section 33. 2. Before making the solicitation, the person making it sends to the corporation the information described in paragraphs 1 to 6 and 8 of section 33 and a copy of all related written communications. O. Reg. 59/07, s. 4. Management Information Circular 30. A management information circular shall contain the following information: revocability of proxy 1. A statement of the right of the shareholder to revoke a proxy under subsection 110 (4) of the Act and the method by which it may be exercised. persons making the solicitation 2. Where applicable, a statement that the execution or exercise of a proxy does not constitute a written objection for the purposes of subsection 185 (6) of the Act. 3. A statement, in bold-face type, to the effect that the solicitation is made by or on behalf of the management of the corporation. 4. The name of every director of the corporation who has informed the management in writing that he or she intends to oppose any action intended to be taken by the management and the action that he or she intends to oppose. 5. The method of solicitation, if otherwise than by mail, and, if the solicitation is to be made by specially engaged employees or agents, the material features of any contract or arrangement and the cost or anticipated cost thereof. 6. The name of the person by whom the cost of the solicitation has been or will be borne, directly or indirectly. interest of certain persons in matters to be acted upon 7. Details of every material interest, direct or indirect, of, i. each person who was a director or officer of the corporation at any time since the beginning of its last completed financial year, ii. each proposed management nominee for election as a director of the corporation, and iii. each associate of every person referred to in subparagraphs i and ii, in every matter to be acted upon at the meeting other than the election of directors or the appointment of an auditor. voting securities and principal holders of voting securities 8. The number of shares of each class of shares of the corporation entitled to be voted at the meeting and the number of votes to which each share of each such class is entitled on each matter to be acted upon at the meeting. 9. The name of each person who, to the knowledge of the directors or officers of the corporation, beneficially owns or exercises control or direction over securities carrying more than 10 per cent of the voting rights attached to any class of outstanding voting securities of the corporation entitled to be voted at the meeting, the approximate number of the securities so owned, controlled or directed by each such person and the percentage of the class of outstanding voting securities of the corporation represented by the number of voting securities so owned, controlled or directed. 10. If a change in the effective control of the corporation has occurred since the beginning of its last financial year, the name of the person who, to the knowledge of the directors or officers of the corporation, acquired control, the date and description of the transaction in which control was acquired and the percentage of voting rights attached to all outstanding voting securities entitled to be voted at the meeting now owned, controlled or directed by the person. 11. The percentage of votes required for the approval of any matter to be submitted to a vote of shareholders that requires approval by more than a majority of the votes cast on the matter at the meeting other than the election of directors or the appointment and remuneration of an auditor. election of directors 12. If directors are to be elected, a statement of any right of any class of shareholders to elect a specified number of directors or to cumulate their votes and of any conditions precedent to the exercise thereof. 13. In tabular form, if directors are to be elected, so far as practicable, with respect to each person proposed by management for nomination for election as a director and each director whose term of office will continue after the meeting, i. the name of each person, the time when his or her term of office or the term of office for which he or she is a proposed nominee expires and all other major positions and offices with the corporation or any of its significant affiliates currently held by the person, indicating which of the persons are proposed nominees for election as directors at the meeting, ii. the present principal occupation or employment of each such person, the name and principal business of any body corporate or other organization in which the occupation or employment is carried on and similar information as to all principal occupations or employments of each such person within the five preceding years, unless the person is now a director and was elected to his or her present term of office by a vote of shareholders at a meeting the notice of which was accompanied by an information circular containing that information, iii. if any such person is or has been a director of the corporation, the period or periods during which the person has so served, iv. the number of securities of each class of voting securities of the corporation and of its holding body corporate beneficially owned, directly or indirectly, or over which control or direction is exercised by each such person, and v. if more than 10 per cent of the votes attached to voting securities of any class of the corporation or of its holding body corporate are beneficially owned or subject to control or direction by any such person and the person’s associates, the number of each class of voting securities so owned, controlled or directed by the associates and the name of each associate. 14. The details of any contract, arrangement or understanding between any proposed management nominee and any other person, except the directors and officers of the corporation acting solely in such capacity, pursuant to which the nominee is to be elected, including the name of the other person. directors’ and officers’ remuneration 15. A statement of executive compensation completed in accordance with Form 40 of Regulation 1015 of the Revised Regulations of Ontario, 1990 under the Securities Act and for the purposes of this item a reference to an issuer in subitem I.1 and items II to VI of the said Form 40 shall be deemed to read as a reference to a corporation. 16. If indemnification under section 136 of the Act was paid or became payable in the last complete financial period, i. the amount paid or payable, ii. the name and title of the individual indemnified or to be indemnified, and iii. the circumstances that gave rise to the indemnity. 17. If insurance referred to in subsection 136 (4) of the Act was purchased during the last completed financial year, i. the amount or, where there is a comprehensive liability policy, the approximate amount of premium paid by the corporation in respect of directors as a group and officers as a group, ii. the aggregate amount of premium, if any, paid by the individuals in each such group, iii. the total amount of insurance purchased for each such group, and iv. a summary of any deductibility or co-insurance clause or other provision in the insurance contract that exposes the corporation to liability in addition to the payment of the premiums. indebtedness of directors and officers 18. A statement in respect of, i. each director and senior officer of the corporation, ii. each proposed management nominee for election as a director of the corporation, and iii. each associate of any director, senior officer or proposed management nominee, who is or has been indebted to the corporation or any of its subsidiaries at any time during the last completed financial year, of the largest aggregate amount of debt outstanding at any time since the beginning of the corporation’s last completed financial year, the nature of the debt, details of the transaction in which it was incurred, the amount currently outstanding and the rate of interest paid or charged thereon, but no disclosure need be made of debts considered to be routine indebtedness in the circumstances or in respect of a person whose aggregate debt did not exceed $10,000 at any time during the period. 19. State the name and home address in full or, alternatively, solely the municipality of residence or postal address of each person or company whose indebtedness is described in paragraph 18, 21, 22 or 23. 20. If a corporation makes loans to employees generally, whether or not in the ordinary course of business, loans shall be considered to be routine indebtedness if made on terms, including those as to interest or collateral, no more favourable to the borrower than the terms on which loans are made by the issuer to employees generally, but the amount at any time remaining unpaid under such loans to any one director, senior officer or proposed management nominee together with his or her associates that are treated as routine indebtedness hereunder shall not exceed $25,000. 21. Whether or not the corporation makes loans in the ordinary course of business, a loan to a director or senior officer shall be considered to be routine indebtedness if, i. the borrower is a full-time employee of the issuer, ii. the loan is fully secured against the residence of the borrower, and iii. the amount of the loan does not exceed the annual salary of the borrower. 22. Where a corporation makes loans in the ordinary course of business, a loan shall be considered to be routine indebtedness if it is made to a person or company, other than a full-time employee of the corporation, and if it, i. is made on substantially the same terms, including those as to interest rate and collateral, as were available when the loan was made to other customers of the corporation with comparable credit ratings, and ii. involves no more than usual risks of collectability. 23. Indebtedness arising by reason of purchases made on usual trade terms or of ordinary travel or expense advances or for similar reasons shall be considered to be routine indebtedness if the repayment arrangements are in accord with usual commercial practice. interests of insiders in material transactions 24. The details including, where practicable, the approximate amount of any material interest, direct or indirect, of, i. a director or senior officer of the corporation, ii. a proposed management nominee for election as a director of the corporation, iii. a shareholder required to be named by paragraph 9, and iv. an associate or affiliate of every person referred to in subparagraphs i, ii and iii, in any transaction since the beginning of the corporation’s last completed financial year or in any proposed transaction that has materially affected or will materially affect the corporation or any of its affiliates, but, v. an interest arising from the ownership of securities of the corporation may be omitted unless the security holder receives a benefit or advantage not shared rateably by all holders of the same class of security or all holders of the same class of security who are resident in Canada, and any transaction or interest may be omitted where, vi. the rates or charges involved in the transaction are fixed by law or determined by competitive bids, vii. the interest of the person in the transaction is solely that of a director of another body corporate that is a party to the transaction, viii. the transaction involves services as a bank or other depository of funds, transfer agent, registrar, trustee under a trust indenture or other similar services, or ix. the transaction does not involve remuneration for services and, A. the interest of the person results from the beneficial ownership of less than 10 per cent of any class of security of another body corporate that is a party to the transaction, B. the transaction is in the ordinary course of business of the corporation or any of its affiliates, and C. the amount of the transaction or series of transactions is less than 10 per cent of the total sales or purchases, as the case may be, of the corporation and its affiliates for the last completed financial year, and details of transactions not omitted under subparagraphs v to ix that involve remuneration paid, directly or indirectly, to any of the persons referred to in this paragraph for services in any capacity shall be included, unless the interest of the person arises solely from the beneficial ownership of less than 10 per cent of any class of shares of another body corporate furnishing the services to the body corporation or its affiliates. 25. Details of each transaction referred to in paragraph 24, the name and address of each person whose interest in the transaction is disclosed and the nature of the relationship by reason of which the interest is required to be disclosed. 26. Where a transaction referred to in paragraph 24 involves the purchase or sale of assets by the corporation or any affiliate otherwise than in the ordinary course of business, the cost of the assets to the purchaser and the cost of the assets to the seller if acquired by the seller within the two years prior to the transaction. 27. Details of a material underwriting discount or commission with respect to the sale of securities by the corporation where any person referred to in paragraph 24 has contracted or will contract with the corporation in respect of an underwriting or is an associate or affiliate of a person that has so contracted or will so contract. appointment of auditors 28. If a new auditor is proposed for appointment, the name of the proposed auditor, the name of each auditor appointed within the preceding five years and the date on which each auditor was first appointed. management contracts 29. Where a person other than the directors or officers of the corporation or any of its affiliates manages the corporation or any of its subsidiaries, i. details of the management agreement or arrangement including the name and address of every person who is a party to the agreement or arrangement or who is responsible to perform it, ii. the names and addresses of the insiders of a body corporate with which the corporation or any of its subsidiaries has a management agreement or arrangement, iii. the amounts paid or payable by the corporation and any of its subsidiaries to a person named under subparagraph i since the beginning of the corporation’s last completed financial year, iv. details of any debt owed to the corporation or any of its subsidiaries by a person referred to in subparagraphs i and ii and that person’s associates and affiliates that was outstanding at any time since the beginning of the corporation’s last completed financial year, and v. details of any transaction or arrangement, other than one referred to in subparagraph i, with the corporation or any of its subsidiaries since the beginning of the corporation’s last completed financial year in which a person referred to in subparagraph i or ii has a material interest that would be required to be disclosed by paragraph 24, and for the purposes of this paragraph, vi. “details” of debt include the largest aggregate amount of debt outstanding at any time during the period, the nature of the debt, the details of the transaction in which it was incurred, the amount currently outstanding and the rate of interest paid or charged thereon, vii. an amount owing for purchases, subject to usual trade terms, for ordinary travel and expense advances and for other transactions in the ordinary course of business may be omitted in determining debt, and viii. a matter that is not material may be omitted. particulars of matters to be acted upon 30. A statement of the rights of a shareholder to dissent under section 185 of the Act with respect to any matter to be acted upon at the meeting and a brief summary of the procedure to be followed. 31. If action is to be taken with respect to any matter other than the approval of minutes of an earlier meeting or the approval of financial statements, the substance of each such matter or group of related matters, to the extent it has not been described under another provision in this section, in sufficient detail to permit shareholders to form a reasoned judgment concerning the matter. 32. For the purpose of paragraph 31, where a reorganization or similar restructuring is involved, reference should be made to a prospectus form or other appropriate form under the Securities Act, including requirements with respect to financial statements, for guidance as to what is material. 33. For the purposes of paragraphs 30 and 31, if any such matter is not required to be submitted to a vote of the shareholders the reasons for so submitting it and the action intended to be taken by management in the event of a negative vote by the shareholders. general 34. If the proceeds of an issue of securities were used for a purpose other than that stated in the document under which the securities were issued, the date of the document, the amount and designation of the securities so issued and details of the use made during the financial period of the proceeds. 35. If the corporation has amended its articles for a purpose set out in section 42 of the Act to restrict the issue, transfer or ownership of its shares, the general nature of the restrictions. 36. Details of every action brought or taken under section 246 or 248 of the Act to which the corporation is a party. 37. Details of any financial assistance, in circumstances permitted by subsection 20 (1) of the Act or referred to in clause 20 (2) (e) of the Act, given by a corporation since the beginning of its last completed financial year, i. to a shareholder of the corporation or any of its affiliates who is not a director, officer or employee thereof, or to an associate of any shareholder, ii. to any group of employees other than directors or officers in connection with the purchase of shares issued or to be issued by the corporation, or iii. to any other person in connection with a purchase of shares issued or to be issued by the corporation, if the giving of the assistance was material to the corporation or any of its affiliates or to the recipient of the assistance. 38. A statement, signed by a director or officer of the corporation, that the contents and the sending of the circular have been approved by the directors. R.R.O. 1990, Reg. 62, s. 30. 31. A management information circular that is filed with the Commission pursuant to subsection 112 (2) of the Act shall be accompanied by a statement signed by a director or officer that a copy of the circular has been sent to, (a) each director; (b) each shareholder entitled to notice of the meeting to which the circular relates; and (c) the auditor of the corporation. R.R.O. 1990, Reg. 62, s. 31. Dissident’s Information Circular 32. For the purposes of section 33, “dissident” means any person other than a person who is part of the management of the corporation or its affiliates and associates, by or on behalf of whom a solicitation is made, and includes a committee or group that solicits proxies, any members of the committee or group, and any person whether or not named as a member, who acting alone or with one or more other persons, directly or indirectly, engages in organizing, directing or financing any such committee or group, except, (a) a person who contributes not more than $250 and who does not otherwise participate in the solicitation; (b) a bank or other lending institution or a broker or dealer that, in the ordinary course of business, lends money or executes orders for the purchase or sale of shares and that does not otherwise participate in the solicitation; (c) a person who is employed to solicit and whose activities are limited to the performance of duties in the course of such employment; (d) a person who only sends soliciting material or performs other ministerial or clerical duties; (e) a person employed in the capacity of lawyer, accountant, advertiser, public relations or financial adviser and whose activities are limited to the performance of duties in the course of such employment; and (f) an officer or director of, or person employed by, a person by or on behalf of whom a solicitation is made if he or she does not directly participate in the solicitation. R.R.O. 1990, Reg. 62, s. 32. Contents of Dissident’s Information Circular 33. A dissident’s information circular shall contain the following information: 1. The name and address of the corporation to which the solicitation relates. 2. The information required by paragraphs 1, 2, 5 and 6 of section 30. 3. Details of the identity and background of each dissident, including, i. the dissident’s name and address, ii. the dissident’s present principal occupation or employment and the name, principal business and address of any body corporate or other person in which the occupation or employment is carried on, iii. all material occupations, offices or employments during the preceding five years, with starting and ending dates of each and the name, principal business and address of the body corporate or other business organization in which each such occupation, office or employment was carried on, and iv. whether the dissident is or has been a dissident within the preceding ten years and, if so, the body corporate involved, the principals and the dissident’s relationship to them, the subject matter and the outcome of the solicitation. 4. The circumstances under which each dissident became involved in the solicitation and the nature and extent of activities as a dissident. 5. The information required by paragraphs 9, 10 and 11 of section 30, if known to a dissident. 6. Details of the interest of each dissident in the securities of the corporation to which the solicitation relates, including, i. the number of securities of each class of voting securities of the corporation that the dissident owns beneficially, directly or indirectly, or over which the dissident exercises control or direction, ii. the dates on which securities of the corporation were purchased or sold during the preceding two years, the amount purchased or sold on each date and the price at which they were purchased or sold, iii. if any part of the purchase price or market value of any of the securities specified in subparagraph ii is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding the securities, the amount of the indebtedness as of the latest practicable date and a brief description of the transaction including the names of the parties, other than a bank, broker or dealer acting in the transaction in the ordinary course of business, iv. whether the dissident is or was within the preceding year a party to a contract, arrangement or understanding with any person in respect of securities of the corporation, including joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the giving or withholding of proxies and, if so, the names of the parties to, and the details of the contract, arrangement or understanding, v. the number of each class of securities of an affiliate of the corporation that the dissident owns beneficially, directly or indirectly, or over which the dissident exercises control or direction, and vi. the number of securities of each class of securities of the corporation that each associate of the dissident beneficially, directly or indirectly, owns or exercises control or direction over and the name and address of each such associate. 7. If directors are to be elected, information required by paragraphs 7, 13, 14 and 24 of section 30, in respect of each proposed nominee for election as a director and his or her associates. 8. The information required by paragraphs 14 and 24 of section 30 in respect of each dissident and the dissident’s associates. 9. Details of any contract, arrangement or understanding, including the names of the parties, between a dissident or the dissident’s associates and any person with respect to, i. future employment by the corporation or any of its affiliates, or ii. future transactions to which the corporation or any of its affiliates will or may be a party. R.R.O. 1990, Reg. 62, s. 33. 34. If a dissident is a partnership, body corporate, association or other organization, the information required by paragraphs 3, 4, 6, 8 and 9 of section 33 to be included in a dissident’s information circular shall be given in respect of each partner, officer and director and of each person who controls the dissident and who is not a dissident. R.R.O. 1990, Reg. 62, s. 34. 35. Information that is not known to a dissident and that cannot be reasonably ascertained by the dissident may be omitted from a dissident’s information circular but the circumstances that render the information unavailable shall be disclosed therein. R.R.O. 1990, Reg. 62, s. 35. 36. (1) A dissident’s information circular shall contain a statement, signed by a dissident or a person authorized by the dissident, that the contents and the sending of the circular have been approved by the dissident. R.R.O. 1990, Reg. 62, s. 36 (1). (2) A dissident’s information circular that is filed with the Commission under subsection 112 (2) of the Act shall be accompanied by a statement signed by the dissident or person authorized by the dissident to the effect that, (a) the circular complies with this Regulation; and (b) a copy of the circular has been sent to each director, each shareholder entitled to notice of the meeting to which the circular relates, the auditor of the corporation and the corporation. R.R.O. 1990, Reg. 62, s. 36 (2). Information Circulars — General 37. (1) The information in a management information circular or a dissident’s information circular shall be given as of a specified date not more than thirty days prior to the date upon which the information circular is first sent to any of the shareholders of the corporation. R.R.O. 1990, Reg. 62, s. 37 (1). (2) The information contained in an information circular shall be clearly presented and the statements made therein shall be divided into groups according to subject matter and the various groups of statements shall be preceded by appropriate headings. R.R.O. 1990, Reg. 62, s. 37 (2). (3) The order of items set out in sections 30 and 33 need not be followed. R.R.O. 1990, Reg. 62, s. 37 (3). (4) Where practicable and appropriate, information required by sections 30 and 33 shall be presented in tabular form. R.R.O. 1990, Reg. 62, s. 37 (4). (5) All amounts required by sections 30 and 33 shall be stated in figures. R.R.O. 1990, Reg. 62, s. 37 (5). (6) Information required by more than one applicable item need not be repeated. R.R.O. 1990, Reg. 62, s. 37 (6). (7) No statement need be made in response to any item that is inapplicable and negative answers to any item may be omitted. R.R.O. 1990, Reg. 62, s. 37 (7). (8) There may be omitted from an information circular any information contained in any other information circular, notice of meeting or a form of proxy sent to the persons whose proxies were solicited in connection with the same meeting if reference is made to the particular document containing the information. R.R.O. 1990, Reg. 62, s. 37 (8). Financial Statements in Information Circular 38. (1) Where financial statements accompany or form part of an information circular, the statements shall be prepared in the manner prescribed for financial statements in Part XII of the Act. R.R.O. 1990, Reg. 62, s. 38 (1). (2) The financial statements referred to in subsection (1), if not reported upon by the auditor of the corporation, shall be accompanied by a report of the chief financial officer of the corporation stating that the financial statements have not been audited but have been prepared in accordance with Part XII of the Act. R.R.O. 1990, Reg. 62, s. 38 (2). 39. Revoked: O. Reg. 190/99, s. 3. 39.1 Revoked: O. Reg. 190/99, s. 3. Auditors and Financial Statements 40. (1) Subject to subsection (2), the financial statements referred to in Part XII of the Act shall be prepared in accordance with the standards, as they exist from time to time, set forth in the Handbook of the Canadian Institute of Chartered Accountants. O. Reg. 246/05, s. 6. (2) An offering corporation may prepare the financial statements referred to in Part XII of the Act in accordance with such other standards as may be permitted in the rules made under section 143 of the Securities Act. O. Reg. 648/05, s. 1. 41. (1) Subject to subsection (2), the auditor’s report referred to in Part XII of the Act shall be prepared in accordance with the standards, as they exist from time to time, set forth in the Handbook of the Canadian Institute of Chartered Accountants. O. Reg. 246/05, s. 6. (2) The auditor’s report of an offering corporation referred to in Part XII of the Act may be prepared in accordance with such other standards as may be permitted in the rules made under section 143 of the Securities Act. O. Reg. 648/05, s. 2. 42. (1) The financial statements referred to in clause 154 (1) (a) of the Act shall include at least, (a) a balance sheet; (b) a statement of retained earnings; (c) an income statement; and (d) a statement of changes in financial position. R.R.O. 1990, Reg. 62, s. 42 (1). (2) Financial statements need not be designated by the names set out in subsection (1). R.R.O. 1990, Reg. 62, s. 42 (2). General 43. For the purposes of subsection 54 (5) of the Act, the maximum fee a corporation may charge for a security certificate issued in respect of a transfer is $3. O. Reg. 403/21, s. 2. 44. (1) Notice to the holders of affected securities under subsection 190 (3) of the Act may be given by one publication a week for two consecutive weeks in a newspaper or newspapers having general circulation in the place where the corporation has, (a) its registered office; (b) its securities register; (c) its register of transfers; (d) any branch registers; and (e) its principal place of business. R.R.O. 1990, Reg. 62, s. 44 (1). (2) The notice referred to in subsection (1) shall first be published not less than forty days prior to the date of the meeting and shall state, (a) the date, time, place and purpose of the meeting; (b) the place where the information circular and any other relevant material may be examined; and (c) that the material will be sent to any holder of affected securities upon request. R.R.O. 1990, Reg. 62, s. 44 (2). 45. Revoked: O. Reg. 400/95, s. 5. 46.-51. Revoked: O. Reg. 288/00, s. 3. 51.1 Revoked: O. Reg. 288/00, s. 3. 52.-54. Revoked: O. Reg. 288/00, s. 3. 55. Revoked: O. Reg. 400/95, s. 5. 56.-62. Revoked: O. Reg. 288/00, s. 3. 63.-65. Revoked: O. Reg. 190/99, s. 5. 65.1 Revoked: O. Reg. 190/99, s. 5. 66. Revoked: O. Reg. 190/99, s. 5. Schedule Revoked: O. Reg. 190/99, s. 6. Forms 1-7 Revoked: O. Reg. 288/00, s. 4. Form 7.1 Revoked: O. Reg. 288/00, s. 4. Forms 8-11 Revoked: O. Reg. 288/00, s. 4. Forms 12, 13 Revoked: O. Reg. 400/95, s. 6. Forms 14-19 Revoked: O. Reg. 288/00, s. 4. Form 20 Revoked: O. Reg. 190/99, s. 7.